exhibit10_1.htm


    EXHIBIT 10.1

    

      
        

      


      
        Confidential Treatment
Requested by Celanese Corporation.

        Confidential portions of
this document have been redacted and filed separately with the Securities and
Exchange Commission.

      




    
 

    EXECUTION VERSION

     

    
      


    

    CREDIT
AGREEMENT

     

    Dated as
of April 2, 2007

     

    among

     

    CELANESE
HOLDINGS LLC,

     

    CELANESE
US HOLDINGS LLC

     

    and

     

    THE OTHER
SUBSIDIARY BORROWERS,

     

    THE
LENDERS PARTY HERETO,

     

    DEUTSCHE
BANK AG, NEW YORK BRANCH,

     

    as
Administrative Agent and Collateral Agent,

     

    MERRILL
LYNCH, PIERCE,

     

    FENNER
& SMITH INCORPORATED

     

    and

     

    DEUTSCHE
BANK SECURITIES INC.,

     

    as Joint
Lead Arrangers,

     

    MERRILL
LYNCH, PIERCE,

     

    FENNER
& SMITH INCORPORATED

     

    and

     

    DEUTSCHE
BANK SECURITIES INC.,

     

    as Joint
Book Runners,

     

    MERRILL
LYNCH CAPITAL CORPORATION,

     

    as
Syndication Agent,

     

    and

     

    ABN AMRO
BANK N.V.,

    BANK OF
AMERICA, N.A.,

    CITIBANK
NA,

    and

    JP MORGAN
CHASE BANK NA,

    as
Co-Documentation Agents

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    TABLE OF
CONTENTS

    Page

     

     

    ARTICLE
I

     

     

    


     

     

    DEFINITIONS

     

    
      	
               
      

            	
              SECTION
      1.01

            	
              Defined
      Terms 

            	
              
                
                  2

                

              

            


    

    
      	
               
      

            	
              SECTION
      1.02

            	
              Terms
      Generally 

            	
              52

            


    

    
      	
               
      

            	
              SECTION
      1.03

            	
              Exchange
      Rates 

            	
              53

            


    

    
      	
               
      

            	
              SECTION
      1.04

            	
              Effectuation
      of Transaction 

            	
              53

            


    

    
      	
               
      

            	
              SECTION
      1.05

            	
              Additional
      Alternative Currencies 

            	
              53

            


    

     

    ARTICLE
II

     

     

    


     

     

    THE
CREDITS

     

    
      	
               
      

            	
              SECTION
      2.01

            	
              Commitments 

            	
              54

            


    

    
      	
               
      

            	
              SECTION
      2.02(A)

            	
              Loans
      and Borrowings 

            	
              55

            


    

    
      	
               
      

            	
              SECTION
      2.02(B)

            	
              Credit-Linked
      Deposit 

            	
              56

            


    

    
      	
               
      

            	
              SECTION
      2.03

            	
              Requests
      for Borrowings 

            	
              58

            


    

    
      	
               
      

            	
              SECTION
      2.04

            	
              Swingline
      Loans 

            	
              59

            


    

    
      	
               
      

            	
              SECTION
      2.05

            	
              Letters
      of Credit 

            	
              61

            


    

    
      	
               
      

            	
              SECTION
      2.06

            	
              Funding
      of Borrowings 

            	
              68

            


    

    
      	
               
      

            	
              SECTION
      2.07

            	
              Interest
      Elections 

            	
              69

            


    

    
      	
               
      

            	
              SECTION
      2.08

            	
              Termination
      and Reduction of Commitments 

            	
              70

            


    

    
      	
               
      

            	
              SECTION
      2.09

            	
              Repayment
      of Loans; Evidence of Debt, etc. 

            	
              71

            


    

    
      	
               
      

            	
              SECTION
      2.10

            	
              Repayment
      of Term Loans 

            	
              73

            


    

    
      	
               
      

            	
              SECTION
      2.11

            	
              Prepayments,
      etc. 

            	
              74

            


    

    
      	
               
      

            	
              SECTION
      2.12

            	
              Fees 

            	
              75

            


    

    
      	
               
      

            	
              SECTION
      2.13

            	
              Interest 

            	
              76

            


    

    
      	
               
      

            	
              SECTION
      2.14

            	
              Alternate
      Rate of Interest 

            	
              77

            


    

    
      	
               
      

            	
              SECTION
      2.15

            	
              Increased
      Costs 

            	
              78

            


    

    
      	
               
      

            	
              SECTION
      2.16

            	
              Break
      Funding Payments 

            	
              79

            


    

    
      	
               
      

            	
              SECTION
      2.17

            	
              Taxes 

            	
              80

            


    

    
      	
               
      

            	
              SECTION
      2.18

            	
              Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs 

            	
              81

            


    

    
      	
               
      

            	
              SECTION
      2.19

            	
              Mitigation
      Obligations; Replacement of Lenders 

            	
              83

            


    

    
      	
               
      

            	
              SECTION
      2.20

            	
              Revolving
      Borrowers 

            	
              84

            


    

    
      	
               
      

            	
              SECTION
      2.21

            	
              Additional
      Reserve Costs 

            	
              85

            


    

    
      	
               
      

            	
              SECTION
      2.22

            	
              Illegality 

            	
              85

            


    

    
      	
               
      

            	
              SECTION
      2.23

            	
              New
      Commitments 

            	
              86

            


    

     

    ARTICLE
III

     

     

    


     

     

    REPRESENTATIONS
AND WARRANTIES

     

    
      	
               
      

            	
              SECTION
      3.01

            	
              Organization;
      Powers 

            	
              88

            


    

    
      	
               
      

            	
              SECTION
      3.02

            	
              Authorization 

            	
              89

            


    

    
      	
               
      

            	
              SECTION
      3.03

            	
              Enforceability 

            	
              89

            


    

    
      	
               
      

            	
              SECTION
      3.04

            	
              Governmental
      Approvals 

            	
              89

            


    

    
      	
               
      

            	
              SECTION
      3.05

            	
              Financial
      Statements 

            	
              90

            


    

    
      	
               
      

            	
              SECTION
      3.06

            	
              No
      Material Adverse Effect 

            	
              90

            


    

    
      	
               
      

            	
              SECTION
      3.07

            	
              Title
      to Properties; Possession Under Leases 

            	
              91

            


    

    
      	
               
      

            	
              SECTION
      3.08

            	
              Subsidiaries 

            	
              91

            


    

    
      	
               
      

            	
              SECTION
      3.09

            	
              Litigation;
      Compliance with Laws 

            	
              92

            


    

    
      	
               
      

            	
              SECTION
      3.10

            	
              Federal
      Reserve Regulations 

            	
              92

            


    

    
      	
               
      

            	
              SECTION
      3.11

            	
              Investment
      Company Act 

            	
              92

            


    

    
      	
               
      

            	
              SECTION
      3.12

            	
              Use
      of Proceeds 

            	
              92

            


    

    
      	
               
      

            	
              SECTION
      3.13

            	
              Tax
      Returns 

            	
              92

            


    

    
      	
               
      

            	
              SECTION
      3.14

            	
              No
      Material Misstatements 

            	
              93

            


    

    
      	
               
      

            	
              SECTION
      3.15

            	
              Employee
      Benefit Plans 

            	
              93

            


    

    
      	
               
      

            	
              SECTION
      3.16

            	
              Environmental
      Matters 

            	
              94

            


    

    
      	
               
      

            	
              SECTION
      3.17

            	
              Security
      Documents 

            	
              95

            


    

    
      	
               
      

            	
              SECTION
      3.18

            	
              Location
      of Real Property and Leased Premises 

            	
              96

            


    

    
      	
               
      

            	
              SECTION
      3.19

            	
              Solvency 

            	
              96

            


    

    
      	
               
      

            	
              SECTION
      3.20

            	
              Labor
      Matters 

            	
              97

            


    

    
      	
               
      

            	
              SECTION
      3.21

            	
              Insurance 

            	
              97

            


    

     

    ARTICLE
IV

     

     

    


     

     

    CONDITIONS
OF LENDING

     

    
      	
               
      

            	
              SECTION
      4.01

            	
              All
      Credit Events 

            	
              97

            


    

    
      	
               
      

            	
              SECTION
      4.02

            	
              First
      Credit Event 

            	
              98

            


    

    
      	
               
      

            	
              SECTION
      4.03

            	
              Credit
      Events Relating to Revolving Borrowers 

            	
              100

            


    

     

    ARTICLE
V

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    AFFIRMATIVE
COVENANTS

     

    
      	
               
      

            	
              SECTION
      5.01

            	
              Existence;
      Businesses and Properties 

            	
              101

            


    

    
      	
               
      

            	
              SECTION
      5.02

            	
              Insurance 

            	
              102

            


    

    
      	
               
      

            	
              SECTION
      5.03

            	
              Taxes 

            	
              103

            


    

    
      	
               
      

            	
              SECTION
      5.04

            	
              Financial
      Statements, Reports, etc. 

            	
              103

            


    

    
      	
               
      

            	
              SECTION
      5.05

            	
              Litigation
      and Other Notices 

            	
              106

            


    

    
      	
               
      

            	
              SECTION
      5.06

            	
              Compliance
      with Laws 

            	
              106

            


    

    
      	
               
      

            	
              SECTION
      5.07

            	
              Maintaining
      Records; Access to Properties and Inspections 

            	
              107

            


    

    
      	
               
      

            	
              SECTION
      5.08

            	
              Use
      of Proceeds 

            	
              107

            


    

    
      	
               
      

            	
              SECTION
      5.09

            	
              Compliance
      with Environmental Laws 

            	
              107

            


    

    
      	
               
      

            	
              SECTION
      5.10

            	
              Further
      Assurances; Additional Mortgages 

            	
              107

            


    

    
      	
               
      

            	
              SECTION
      5.11

            	
              Fiscal
      Year; Accounting 

            	
              109

            


    

    
      	
               
      

            	
              SECTION
      5.12

            	
              Interest
      Rate Protection Agreements 

            	
              109

            


    

    
      	
               
      

            	
              SECTION
      5.13

            	
              Post-Closing
      Matters 

            	
              109

            


    

     

    ARTICLE
VI

     

     

    


     

     

    NEGATIVE
COVENANTS

     

    
      	
               
      

            	
              SECTION
      6.01

            	
              Indebtedness 

            	
              110

            


    

    
      	
               
      

            	
              SECTION
      6.02

            	
              Liens 

            	
              113

            


    

    
      	
               
      

            	
              SECTION
      6.03

            	
              Sale
      and Lease-Back Transactions 

            	
              116

            


    

    
      	
               
      

            	
              SECTION
      6.04

            	
              Investments,
      Loans and Advances 

            	
              117

            


    

    
      	
               
      

            	
              SECTION
      6.05

            	
              Mergers,
      Consolidations, Sales of Assets and Acquisitions 

            	
              119

            


    

    
      	
               
      

            	
              SECTION
      6.06

            	
              Dividends
      and Distributions 

            	
              122

            


    

    
      	
               
      

            	
              SECTION
      6.07

            	
              Transactions
      with Affiliates 

            	
              124

            


    

    
      	
               
      

            	
              SECTION
      6.08

            	
              Business
      of Holdings and the Subsidiaries 

            	
              125

            


    

    
      	
               
      

            	
              SECTION
      6.09

            	
              Limitation
      on Modifications and Prepayments 

            	
              125

            


    

    
      	
               
      

            	
              SECTION
      6.10

            	
              First
      Lien Senior Secured Leverage Ratio 

            	
              127

            


    

    
      	
               
      

            	
              SECTION
      6.11

            	
              Swap
      Agreements 

            	
              127

            


    

    
      	
               
      

            	
              SECTION
      6.12

            	
              No
      Other “Designated Senior Indebtedness 

            	
              127   

            


    

    
      	
               
      

            	
              SECTION
      6.13

            	Limitation
      on the Lenders’ Control over Certain Foreign Entities  	
              127

            


    

     

    ARTICLE
VII

     

     

    


     

     

    EVENTS OF
DEFAULT

     

    
      	
               
      

            	
              SECTION
      7.01

            	
              Events
      of Default 

            	
              128

            


    

    
      	
               
      

            	
              SECTION
      7.02

            	
              Holdings’
      Right to Cure 

            	
              132

            


    

     

    ARTICLE
VIII

     

     

    


     

     

    THE
AGENTS

     

    
      	
               
      

            	
              SECTION
      8.01

            	
              Appointment 

            	
              133

            


    

    
      	
               
      

            	
              SECTION
      8.02

            	
              Nature
      of Duties 

            	
              134

            


    

    
      	
               
      

            	
              SECTION
      8.03

            	
              Resignation
      by the Agents 

            	
              135

            


    

    
      	
               
      

            	
              SECTION
      8.04

            	
              The
      Administrative Agent in Its Individual Capacity 

            	
              135

            


    

    
      	
               
      

            	
              SECTION
      8.05

            	
              Indemnification 

            	
              135

            


    

    
      	
               
      

            	
              SECTION
      8.06

            	
              Lack
      of Reliance on Agents 

            	
              136

            


    

    
      	
               
      

            	
              SECTION
      8.07

            	
              Designation
      of Affiliates for Loans Denominated in Euros 

            	
              136

            


    

    
      	
               
      

            	
              SECTION
      8.08

            	
              No
      Other Duties, Etc 

            	
              136

            


    

     

    ARTICLE
IX

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    MISCELLANEOUS

     

    
      	
               
      

            	
              SECTION
      9.01

            	
              Notices 

            	
              136

            


    

    
      	
               
      

            	
              SECTION
      9.02

            	
              Survival
      of Agreement 

            	
              137

            


    

    
      	
               
      

            	
              SECTION
      9.03

            	
              Binding
      Effect 

            	
              137

            


    

    
      	
               
      

            	
              SECTION
      9.04

            	
              Successors
      and Assigns 

            	
              138

            


    

    
      	
               
      

            	
              SECTION
      9.05

            	
              Expenses;
      Indemnity 

            	
              141

            


    

    
      	
               
      

            	
              SECTION
      9.06

            	
              Right
      of Set-off 

            	
              143

            


    

    
      	
               
      

            	
              SECTION
      9.07

            	
              Applicable
      Law 

            	
              143

            


    

    
      	
               
      

            	
              SECTION
      9.08

            	
              Waivers;
      Amendment 

            	
              143

            


    

    
      	
               
      

            	
              SECTION
      9.09

            	
              Interest
      Rate Limitation 

            	
              143

            


    

    
      	
               
      

            	
              SECTION
      9.10

            	
              Entire
      Agreement 

            	
              146

            


    

    
      	
               
      

            	
              SECTION
      9.11

            	
              WAIVER
      OF JURY TRIAL 

            	
              146

            


    

    
      	
               
      

            	
              SECTION
      9.12

            	
              Severability 

            	
              146

            


    

    
      	
               
      

            	
              SECTION
      9.13

            	
              Counterparts 

            	
              147

            


    

    
      	
               
      

            	
              SECTION
      9.14

            	
              Headings 

            	
              147

            


    

    
      	
               
      

            	
              SECTION
      9.15

            	
              Jurisdiction;
      Consent to Service of Process 

            	
              147

            


    

    
      	
               
      

            	
              SECTION
      9.16

            	
              Confidentiality 

            	
              148

            


    

    
      	
               
      

            	
              SECTION
      9.17

            	
              Conversion
      of Currencies 

            	
              148

            


    

    
      	
               
      

            	
              SECTION
      9.18

            	
              Release
      of Liens and Guarantees 

            	
              148

            


    

    
      	
               
      

            	
              SECTION
      9.19

            	
              Parallel
      Debt 

            	
              149

            


    

     

    ARTICLE
X

     

     

    


     

     

    COLLECTION
ALLOCATION MECHANISM

     

    
      	
               
      

            	
              SECTION
      10.01

            	
              Implementation
      of CAM 

            	
              149

            


    

    
      	
               
      

            	
              SECTION
      10.02

            	
              Letters
      of Credit 

            	
              151

            


    

    
      	
               
      

            	
              SECTION
      10.03

            	
              USA
      PATRIOT Act 

            	
              152

            


    

    



    
      
        
          


           

          --

        

         


      

      
         


        
          

        

      

      
         


      

    


    Exhibits and
Schedules

     

    Exhibit
A                                Form
of Assignment and Acceptance

    Exhibit
B-1                                Form
of Borrowing Request

    Exhibit
B-2                                Form
of Request To Issue

    Exhibit
C                                Form
of Swingline Borrowing Request

    Exhibit
D                                [Reserved]

    Exhibit
E                                Form
of Real Property Officers’ Certificate

    Exhibit
F                                Form
of Subordinated Intercompany Debt

    Exhibit
G-1                                Form
of Revolving Borrower Agreement

    Exhibit
G-2                                Form
of Revolving Borrower Termination

    Exhibit
H                                Reserve
Costs for Mandatory Costs Rate

    Exhibit
I                                Form
of Solvency Certificate

    Exhibit
J                                Form
of U.S. Collateral Agreement

     

    Schedule
1.01(a)                                Collateral
and Guarantee Requirements

    Schedule
1.01(b)                                Designated
Asset Sales

    Schedule
1.01(c)                                Existing
Excluded Subsidiaries

    Schedule
2.01                                Commitments

    Schedule
2.04                                Swingline
Commitments

    Schedule
2.05(a)                                Letters
of Credit

    Schedule
3.01                                Organization

    Schedule
3.04                                Governmental
Approvals

    Schedule
3.08(a)                                Subsidiaries

    Schedule
3.08(b)                                Subscriptions

    Schedule
3.09                                Litigation

    Schedule
3.13                                Taxes

    Schedule
3.16                                Environmental

    Schedule
3.20                                Labor
Matters

    Schedule
3.21                                Insurance

    Schedule
4.02(b)                                Local/Foreign
Counsel Opinion

    Schedule
5.13                                Post-Closing
Matters

    Schedule
6.01(a)                                Indebtedness
(other than under Letters of Credit)

    Schedule
6.01(b)                                Indebtedness
under Letters of Credit

    Schedule
6.02(a)                                Liens

    Schedule
6.04(j)                                Existing
Investment Commitments

    Schedule
6.04(u)                                Subsidiaries
to be transferred under Finco

    Schedule
6.07                                Transactions
with Affiliates


    
      
        
          


           

          --

        

         


      

      
         


        
          

        

      

      
         


      

    


    CREDIT
AGREEMENT dated as of April 2, 2007 (this “Agreement”), among
CELANESE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CELANESE
US HOLDINGS LLC, a Delaware limited liability company (the “Company”), CELANESE
AMERICAS CORPORATION, a Delaware corporation (“CAC”), certain other
subsidiaries of the Company from time to time party hereto as a borrower, the
LENDERS party hereto from time to time, DEUTSCHE BANK AG, NEW YORK BRANCH
(“DBNY”), as
administrative agent (in such capacity, the “Administrative
Agent”), and as collateral agent (in such capacity, the “Collateral Agent”),
MERRILL LYNCH CAPITAL CORPORATION (“MLCC”), as
syndication agent (in such capacity, the “Syndication Agent”),
ABN AMRO BANK N.V., BANK OF AMERICA, N.A., CITIBANK NA and JP MORGAN CHASE BANK
NA, as co-documentation agents (in such capacity, the “Documentation
Agents”), and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as Deposit Bank
(in such capacity, the “Deposit
Bank”).

     

    W I T N E S S E T H
:

     

    WHEREAS,
Holdings, the Company, CAC and certain lenders are parties to a Credit
Agreement, dated as of April 6, 2004 and amended and restated as of January 26,
2005 (as in effect immediately prior to the date hereof, the “Existing Credit
Agreement”);

     

    WHEREAS,
(a) Crystal US Holdings 3 L.L.C. and Crystal US Sub 3 Corp. have made an offer
to purchase for cash any and all of their outstanding 10% Senior Discount Notes
due 2014 and 101⁄2% Senior Discount Notes due 2014 (collectively, the “Senior Discount
Notes”) and (b) the Company has made an offer to purchase for cash any
and all of its outstanding (x) 95⁄8% Senior Subordinated Notes due 2014 (the
“Dollar Senior
Subordinated Notes”) and (y) 103⁄8% Senior Subordinated Notes due 2014
(the “Euro Senior
Subordinated Notes” and, together with the Dollar Senior Subordinated
Notes, the “Senior
Subordinated Notes”), in each case from the holders thereof (the “Debt Tender
Offer”);

     

    WHEREAS,
Celanese Corporation (“Parent”), through its
newly formed indirect Wholly Owned Subsidiary Celanese International Holdings
Luxembourg S.à r.l. (“Finco”), has made an
offer to purchase for cash up to $400.0 million of the outstanding Class A
common stock of Parent from the public holders thereof pursuant to a tender
offer and separately from investment funds associated with Blackstone (together,
the “Equity Tender
Offer”);

     

    WHEREAS,
Finco intends to exchange the Equity Interests purchased in the Equity Tender
Offer or otherwise with an indirect subsidiary (or subsidiaries) of Parent in
exchange for Equity Interests of certain wholly owned indirect subsidiaries of
Parent, with such subsidiaries becoming subsidiaries of Finco (the “Reorganization”);

     

    WHEREAS,
Holdings, the Company and CAC have requested the Lenders to extend credit in the
form of (a) Dollar Term Loans on the Effective Date, in an aggregate
principal amount not in excess of $2,280.0 million, (b) Euro Term Loans on the
Effective Date, in an aggregate principal amount not in excess of €400.0
million, (c) Revolving Facility Loans from time to time on and after the
Effective Date and to and including the Revolving Facility Maturity Date, in an
aggregate principal amount at any time outstanding not in excess of the Dollar
Equivalent of $650.0 million, and (d) CL Credit Events during the CL
Availability Period, in an aggregate principal amount at any time outstanding
not in excess of the Dollar Equivalent of $228.0 million;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    WHEREAS,
the proceeds of the Loans are to be used in accordance with
Section 5.08;

     

    WHEREAS,
the Guarantor Subsidiaries are willing to guarantee all of the Obligations;
and

     

    WHEREAS,
the Loan Parties have agreed to secure all of their obligations under the Loan
Documents by granting to the Collateral Agent for the benefit of Lenders and the
other Secured Parties a security interest in and lien upon certain of their and
their Subsidiaries’ existing and after-acquired personal and real
property;

     

    NOW,
THEREFORE, the Lenders are willing to extend such credit to Borrowers on the
terms and subject to the conditions set forth herein.  Accordingly,
the parties hereto agree as follows:

     

     

    ARTICLE
I                      

     

     

    


     

     

    DEFINITIONS

     

    SECTION
1.01 Defined
Terms

     

    .  As
used in this Agreement, the following terms shall have the meanings specified
below:

     

    “ABR Borrowing” shall
mean a Borrowing comprised of ABR Loans.

     

    “ABR CL Loan” shall
mean any CL Loan bearing interest at a rate determined by reference to the
Alternate Base Rate in accordance with the provisions of Article
II.

     

    “ABR Loan” shall mean
any ABR Term Loan, ABR Revolving Loan, ABR CL Loan or Swingline Dollar
Loan.

     

    “ABR Revolving
Borrowing” shall mean a Borrowing comprised of ABR Revolving
Loans.

     

    “ABR Revolving Loan”
shall mean any Revolving Facility Loan denominated in Dollars bearing interest
at a rate determined by reference to the Alternate Base Rate in accordance with
the provisions of Article II.

     

    “ABR Term Loan” shall
mean any Dollar Term Loan bearing interest at a rate determined by reference to
the Alternate Base Rate in accordance with the provisions of Article
II.

     

    “Additional Dollar Term
Loans” shall mean any New Term Loans which are not added to the then
outstanding Original Dollar Term Loans as contemplated by Section 2.23 because
such New Term Loans have a different Applicable Margin or repayment schedule
than that applicable to the Original Dollar Term Loans.

     

    “Additional Euro Term
Loans” shall mean any New Term Loans which are not added to the then
outstanding Original Euro Term Loans as contemplated by Section 2.23 because
such New Term Loans have a different Applicable Margin or repayment schedule
than that applicable to the Original Euro Term Loans.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    “Additional Mortgage”
shall have the meaning assigned to such term in Section 5.10(c).

     

    “Adjusted LIBO Rate”
shall mean, with respect to any Eurocurrency Borrowing or the Credit-Linked
Deposits for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to five decimal places (e.g., 4.12345%) in
the case of Eurocurrency Borrowings in Dollars and three decimal places (e.g., 4.123%) in the
case of Eurocurrency Borrowings in Euros) equal to the result of dividing
(a) the LIBO Rate in effect for such Interest Period by (b) 1.00 minus the Statutory
Reserves applicable to such Eurocurrency Borrowing, if any.

     

    “Administrative Agent”
shall have the meaning assigned to such term in the introductory paragraph of
this Agreement.

     

    “Administrative Agent
Fees” shall have the meaning assigned to such term in Section
2.12(c).

     

    “Affiliate” shall
mean, when used with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

     

    “Agents” shall mean
DBNY, MLCC, ABN AMRO Bank N.V., Bank of America, N.A., Citibank NA and JP Morgan
Chase Bank NA.

     

    “Agreement” shall have
the meaning assigned to such term in the introductory paragraph of this
Agreement.

     

    “Agreement Currency”
shall have the meaning assigned to such term in Section 9.17(b).

     

    “Alternate Base Rate”
shall mean, for any day, a rate per annum equal to the greater of (a) the Prime
Rate and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of
1%.  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, including the failure of
the Federal Reserve Bank of New York to publish rates or the inability of the
Administrative Agent to obtain quotations in accordance with the terms thereof,
the Alternate Base Rate shall be determined without regard to clause (b) of the
preceding sentence until the circumstances giving rise to such inability no
longer exist.  Any change in the Alternate Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective on the
effective date of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    “Alternate Pledge
Agreement” shall mean a pledge agreement in form and substance reasonably
satisfactory to the Administrative Agent and the Company effecting the pledge
under local law of not in excess of 65% of the issued and outstanding Equity
Interests of a Foreign Subsidiary in support of the Obligations of the Domestic
Subsidiary Loan Party which is the owner of such Equity Interests.

     

    “Alternative Currency”
shall mean each of Sterling, Canadian Dollars and each other currency (other
than Dollars and Euro) that is approved in accordance with
Section 1.05.

     

    “Alternative Currency
Equivalent” shall mean, on any date of determination (a) with respect to
any amount in any Alternative Currency, such amount in the applicable currency,
(b) with respect to any amount in Dollars, the equivalent in applicable
Alternative Currency of such amount, determined by the Administrative Agent or
L/C Lender, as applicable, pursuant to Section 1.03(b) using the Exchange Rate
with respect to such currency at the time in effect under the provisions of such
Section and (c) with respect to any amount in Euro, the equivalent in applicable
Alternative Currency of such amount, determined by the Administrative Agent or
L/C Lender, as applicable, pursuant to Section 1.03(b) using the Exchange Rate
with respect to such currency at the time in effect under the provisions of such
Section

     

    “Alternative Currency Letter
of Credit” shall mean a Letter of Credit denominated in any Alternative
Currency.

     

    “Applicable CL Margin”
shall mean, at any time, (a) until delivery of financial statements for the
first full fiscal quarter commencing on or after the Effective Date, 1.75% per
annum, and (b) thereafter, the applicable percentage per annum set forth in the
grid included in the proviso to the definition of “Applicable
Margin”.

     

    “Applicable Creditor”
shall have the meaning assigned to such term in Section 9.17(b).

     

    “Applicable Margin”
shall mean with respect to (A) any CL Loan, the Applicable CL Margin,
(B)(i) any Term Loan that is a Eurocurrency Loan, (x) 1.75% per annum if a
Dollar Term Loan and (y) 1.75% per annum if a Euro Term Loan and (ii) any
Term Loan that is an ABR Loan, 0.75% per annum and (C) any Loan that is a
Revolving Facility Loan, the rate set forth below corresponding to Topco’s or
Holdings’, as applicable, corporate family rating from Moody’s and Holdings’
corporate credit rating from S&P as of the most recent Calculation Date (for
purposes of the table below, “/” shall mean “and” and all ratings assume a
stable or better outlook):

     

    
      	
              Ratings

            	
              Eurocurrency Loans

            	
              ABR Loans

            
	
              >Ba2/BB

            	
              1.00%

            	
                 0%

            
	
                Ba2/BB

            	
              1.25%

            	
              0.25%

            
	
              <Ba2/BB

            	
              1.50%

            	
              0.50%

            


    

    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    provided that with
respect to CL Loans, Term Loans that are Eurocurrency Loans and Term Loans that
are ABR Loans, after delivery of financial statements for the first full fiscal
quarter commencing on or after the Effective Date, the Applicable Margin with
respect to CL Loans, Term Loans that are Eurocurrency Loans and Term Loans that
are ABR Loans shall be the following percentages per annum, based upon the Total
Net Leverage Ratio as set forth in the most recent compliance certificate
received by the Administrative Agent pursuant to Section 5.04(c):

     

    
      	
              Total Net Leverage Ratio

            	
              CL Loans

            	
              Term Loans that are Eurocurrency
      Loans

            	
              Term Loans that are ABR
    Loans

            
	
              >2.25:
      1.0

            	
              1.75%

            	
              1.75%

            	
              0.75%

            
	
                ≤2.25:
      1.0

            	
              1.50%

            	
              1.50%

            	
              0.50%

            


    

    


     

    For the
purposes of the pricing grid set forth above, changes in the Applicable Margin
resulting from changes in the Total Net Leverage Ratio shall become effective on
the date (the “Adjustment Date”)
that is three Business Days after the date on which financial statements are
delivered to the Lenders pursuant to Section 5.04, commencing with the delivery
of such financial statements for the first full fiscal quarter of Holdings
commencing after the Effective Date, and shall remain in effect until the next
change to be effected pursuant to this paragraph.  If any financial
statements referred to above are not delivered within the time periods specified
in Section 5.04, then, at the option of the Administrative Agent or the Required
Lenders, until the date that is three Business Days after the date on which such
financial statements are delivered, the highest pricing level shall apply as of
the first Business Day after the date on which such financial statements were to
have been delivered but were not delivered.

     

    “Applicant Party”
shall mean, with respect to a Letter of Credit, the Loan Party for whose account
such Letter of Credit is being issued (with all CL Letters of Credit to be
issued for the account of the applicable CL Borrower).

     

    “Approved Fund” shall
mean any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in bank loans and similar extensions of credit
in the ordinary course and that is administered, managed or advised by a Lender,
an Affiliate of a Lender or an entity (including an investment advisor) or an
Affiliate of such entity that administers, manages or advises a
Lender.

     

    “Asset Acquisition”
shall mean any Permitted Business Acquisition, the aggregate consideration for
which exceeds $15.0 million.

     

    “Asset Disposition”
shall mean any sale, transfer or other disposition by Holdings or any Subsidiary
to any Person other than Holdings or any Subsidiary to the extent otherwise
permitted hereunder of any asset or group of related assets (other than
inventory or other assets sold, transferred or otherwise disposed of in the
ordinary course of business) in one or a series of related transactions, the Net
Proceeds from which exceed $35.0 million.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    “Assignment and
Acceptance” shall mean an assignment and acceptance entered into by a
Lender and an assignee, and accepted by the Administrative Agent and the Company
(if required by such assignment and acceptance), substantially in the form of
Exhibit A or
such other form as shall be approved by the Administrative Agent.

     

    “Available Amount”
shall mean, on any date of determination, an amount equal to (a) 50% of
Consolidated Net Income of Holdings for the period commencing on the first day
of the fiscal quarter in which the Effective Date occurs and ending on the last
day of the then most recent fiscal quarter or fiscal year, as applicable, for
which financial statements required to be delivered pursuant to Section 5.04(a)
or Section 5.04(b), and the related certificate required to be delivered
pursuant to Section 5.04(c), have been received by the Administrative Agent (or,
in the case that Consolidated Net Income for such period is a deficit, minus
100% of such deficit), plus (b) the
aggregate net cash proceeds and the fair market value, as determined in good
faith by the board of directors of Holdings, of property and marketable
securities received by Holdings after the Effective Date (x) from the issue or
sale (other than to Holdings or any Subsidiary or to an employee stock ownership
plan or trust established by the Company or any Subsidiary) of Equity Interests
of Holdings or any Parent Company so long as such net proceeds are
simultaneously contributed to the equity of Holdings (other than Disqualified
Stock and Permitted Cure Securities), and/or (y) from contributions (other than
from Holdings or any Subsidiary) to the capital of Holdings (other than
contributions in the form of Disqualified Stock and other than Permitted Cure
Securities), plus (c) the amount
by which the aggregate principal amount (or accreted value, if less) of
Indebtedness of Holdings or any Subsidiary is reduced on Holdings’ consolidated
balance sheet upon the conversion or exchange after the Effective Date of that
Indebtedness for Equity Interests (other than Disqualified Stock) of Holdings,
plus the net cash proceeds received by Holdings at the time of such conversion
or exchange, if any, less the amount of any cash, or the fair market value of
any property (other than such Equity Interests), distributed by Holdings upon
such conversion or exchange, plus (d) 100% of the
aggregate net cash proceeds received by Holdings or a Subsidiary on or after the
Effective Date from (i) Investments permitted by clause (II) of the proviso to
Section 6.04(b), whether through interest payments, principal payments,
dividends or other distributions and payments, or the sale or other disposition
(other than to Holdings or a Subsidiary) thereof made by Holdings and its
Subsidiaries and (ii) a cash dividend from, or the sale (other than to Holdings
or a Subsidiary) of the Equity Interests of, an Unrestricted Subsidiary, in each
case to the extent not otherwise included in Consolidated Net Income of Holdings
for such period, plus (e) in the event
of any Subsidiary Redesignation, the fair market value, as determined in good
faith by the board of directors of Holdings, of the Investments of Holdings and
the Subsidiaries in such Unrestricted Subsidiary (or of the assets transferred
or conveyed, as applicable) at the time, plus (f) $200.0
million, minus
(g) the aggregate amount of any Investments made pursuant to clause (II) of the
proviso to Section 6.04(b) or Section 6.04(l)(ii), minus (h) the
aggregate amount of any dividends declared pursuant to Section 6.06(e), minus (i) the
aggregate amount of any payments of principal made pursuant to Section
6.09(b)(I).

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    “Available Revolving Unused
Commitment” shall mean, with respect to a Revolving Facility Lender at
any time, an amount equal to the amount by which (a) the Revolving Facility
Commitment of such Revolving Facility Lender at such time exceeds (b) the
Revolving Facility Credit Exposure of such Revolving Facility Lender at such
time.

     

    “Blackstone” shall
mean The Blackstone Group and its affiliates or any other investment vehicle
controlled by any of them.

     

    “Board” shall mean the
Board of Governors of the Federal Reserve System of the United States of
America.

     

    “Borrower” shall mean
and include (i) the Company, as the sole borrower under the Term Loan Facility,
a CL Borrower and a Revolving Borrower, (ii) CAC as a CL Borrower and as a
Revolving Borrower and (iii) each other subsidiary that is designated as a
Revolving Borrower.

     

    “Borrower
Representative” shall mean the Company.

     

    “Borrowing” shall mean
a group of Loans of a single Type under a single Facility and made on a single
date and, in the case of Eurocurrency Loans, as to which a single Interest
Period is in effect.

     

    “Borrowing Minimum”
shall mean (a) in the case of a CL Borrowing, a Term Borrowing and/or a
Revolving Facility Borrowing denominated in Dollars, $5.0 million, (b) in the
case of a Term Borrowing or Revolving Facility Borrowing denominated in Euros,
€3.0 million, (c) in the case of a Swingline Dollar Borrowing, $500,000 and (d)
in the case of a Swingline Euro Borrowing, €500,000.

     

    “Borrowing Multiple”
shall mean (a) in the case of a CL Borrowing, a Term Borrowing or a Revolving
Facility Borrowing denominated in Dollars, $1.0 million, (b) in the case of a
Term Borrowing or Revolving Facility Borrowing denominated in Euros, €600,000,
(c) in the case of a Swingline Dollar Borrowing, $500,000 and (d) in the
case of a Swingline Euro Borrowing, €500,000.

     

    “Borrowing Request”
shall mean a request by a Borrower in accordance with the terms of Section 2.03
and substantially in the form of Exhibit
B-1.

     

    “Business Day” shall
mean any day that is not a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to remain closed; provided that (a)
when used in connection with a Eurocurrency Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in deposits in the
applicable currency in the London interbank market, (b) when used in connection
with a Loan denominated in Euros, the term “Business Day” shall also exclude any
day on which the TARGET payment system is not open for the settlement of
payments in Euros and (c) when used in connection with a Letter of Credit
denominated in an Alternative Currency, the term “Business Day” shall also
exclude any day on which banks are closed for foreign exchange business in the
principal financial center of the country of such currency.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    “CAC” shall have the
meaning assigned to such term in the introductory paragraph of this
Agreement.

     

    “CAG” shall mean
Celanese AG, a company organized under the laws of Germany.

     

    “Calculation Date”
shall mean (a) the last Business Day of each calendar month, (b) each date
(with such date to be reasonably determined by the Administrative Agent) that is
on or about the date of (i) a Borrowing Request or an Interest Election Request
with respect to any Revolving Facility Loan denominated in Euros, (ii) the
issuance of a Euro Letter of Credit (iii) the issuance of an Alternative
Currency Letter of Credit or (iv) a request for a Swingline Euro Borrowing
and (c) if an Event of Default under Section 7.01(b) or (c) has occurred and is
continuing, any Business Day as determined by the Administrative Agent in its
sole discretion.

     

    “CAM” shall mean the
mechanism for the allocation and exchange of interests in the Loans,
participations in Letters of Credit and collections thereunder established under
Article X.

     

    “CAM Exchange” shall
mean the exchange of the Lenders’ interests provided for in Section
10.01.

     

    “CAM Exchange Date”
shall mean the first date after the Effective Date on which there shall occur
(a) any event described in paragraph (h) or (i) (other than clause (vii)
thereof) of Section 7.01 with respect to any Borrower or (b) an acceleration of
Loans pursuant to Section 7.01.

     

    “CAM Percentage” shall
mean, as to each Lender, a fraction, expressed as a decimal, of which (a) the
numerator shall be the sum of (i) the Dollar Equivalent, determined using the
Exchange Rates calculated as of the CAM Exchange Date, of the aggregate
Obligations owed to such Lender, (ii) the Revolving L/C Exposure, if any, of
such Lender (less unreimbursed L/C Disbursements included therein), (iii) the CL
L/C Exposure, if any, of such Lender (less unreimbursed L/C Disbursements
included therein) and (iv) the Swingline Exposure, if any, of such Lender, in
each case immediately prior to the CAM Exchange Date, and (b) the denominator
shall be the sum of (i) the Dollar Equivalent, determined using the Exchange
Rates calculated as of the CAM Exchange Date, of the aggregate Obligations owed
to all the Lenders, (ii) the aggregate Revolving L/C Exposure of all the Lenders
(less unreimbursed L/C Disbursements included therein) and (iii) the aggregate
CL L/C Exposure of all the Lenders (less unreimbursed L/C Disbursements included
therein), in each case immediately prior to the CAM Exchange Date; provided that, for
purposes of clause (a) above, the Obligations owed to a Swingline Lender will be
deemed not to include any Swingline Loans except to the extent provided in
clause (a)(iv) above.

     

    “Canadian Dollars” or
“C$” shall mean
lawful money of Canada.

     

    “Capital Expenditures”
shall mean, for any Person in respect of any period, the aggregate of all
expenditures incurred by such Person during such period that, in accordance with
US GAAP, are or should be included in “additions to property, plant or
equipment” or similar items reflected in the statement of cash flows of such
Person.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    “Capital Lease
Obligations” of any Person shall mean the obligations of such Person to
pay rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under US GAAP and, for purposes hereof, the
amount of such obligations at any time shall be the capitalized amount thereof
at such time determined in accordance with US GAAP.

     

    “Captive Insurance
Subsidiaries” shall mean Celwood Insurance Company and Elwood Insurance
Limited, and any successor to either thereof to the extent such successor
constitutes a Subsidiary.

     

    “Cash Interest
Expense” shall mean, with respect to Holdings and the Subsidiaries on a
consolidated basis for any period, Interest Expense for such period, less the
sum of (a) pay-in-kind Interest Expense or other noncash Interest Expense
(including as a result of the effects of purchase accounting), (b) to the extent
included in Interest Expense, write-offs of or the amortization of any financing
fees paid by, or on behalf of, Holdings or any Subsidiary, including such fees
paid in connection with the Transaction and prepayment premiums and costs paid
in connection with the Transaction, (c) write-offs of or the amortization of
debt discounts, if any, or fees in respect of Swap Agreements and (d) cash
interest income of Holdings and its Subsidiaries for such period; provided that Cash
Interest Expense shall exclude any financing fees paid in connection with the
Transaction (or any refinancing of any Indebtedness incurred in connection
therewith to the extent that such financing fees are paid with the proceeds from
such refinancing Indebtedness) or any amendment of this Agreement or upon
entering into a Permitted Receivables Financing.

     

    A “Change in Control”
shall be deemed to occur if:

     

    (a)           at
any time, (i) Parent shall fail to own, directly or indirectly, beneficially and
of record, 100% of the issued and outstanding Equity Interests of Holdings, (ii)
Holdings shall fail to own, directly or indirectly, beneficially and of record,
100% of the issued and outstanding Equity Interests of the Company or (iii) a
majority of the seats (other than vacant seats) on the board of directors of
Holdings shall at any time be occupied by Persons who were neither (A) nominated
by the board of directors of Holdings or a Parent Company, (B) appointed by
directors so nominated nor (C) appointed by a Parent Company; or

     

    (b)           any
Person or group (within the meaning of Rule 13d-5 of the Exchange Act as in
effect on the Effective Date) shall own beneficially (within the meaning of such
Rule), directly or indirectly, in the aggregate Equity Interests representing
35% or more of the aggregate ordinary voting power represented by the issued and
outstanding Equity Interests of Parent.

     

    “Change in Law” shall
mean (a) the adoption of any law, rule or regulation after the Effective Date,
(b) any change in law, rule or regulation or in the official interpretation or
application thereof by any Governmental Authority after the Effective Date or
(c) compliance by any Lender or Issuing Bank (or, for purposes of Section
2.15(b), by any lending office of such Lender or by such Lender’s or Issuing
Bank’s holding company, if any) with any written request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the Effective Date.

     

    “Charges” shall have
the meaning assigned to such term in Section 9.09.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    “CL Availability
Period” shall mean the period from and including the Effective Date to
but excluding the Revolving Facility Maturity Date and in the case of each CL
Loan, CL Credit Event and CL Letter of Credit, the date of termination of the
Total Credit-Linked Commitment.

     

    “CL Borrower” shall
mean either CAC or the Company (whomsoever of the two is designated in the
applicable Borrowing Request or Request to Issue).

     

    “CL Borrowing” shall
mean a Borrowing comprised of CL Loans.

     

    “CL Credit Event”
shall mean and include (i) the incurrence of a CL Loan and (ii) the
issuance of a CL Letter of Credit.

     

    “CL Exposure” shall
mean at any time the sum of (a) the aggregate outstanding principal amount of
all CL Loans at such time plus (b) the CL L/C Exposure of all CL Lenders at such
time.  The CL Exposure of any CL Lender at any time shall mean its CL
Percentage of the aggregate CL Exposure at such time.

     

    “CL Facility” shall
mean the Credit-Linked Commitments and the CL Loans made hereunder and the CL
Letters of Credit issued hereunder.

     

    “CL Facility Fee”
shall have the meaning provided in Section 2.12(b).

     

    “CL Interest Payment
Date” shall mean (i) in the case of the first CL Interest Payment Date,
the last day of the third Interest Period applicable to Credit-Linked Deposits
occurring after the Effective Date and (ii) the last day of every third Interest
Period applicable to Credit-Linked Deposits to occur thereafter.

     

    “CL L/C Exposure”
shall mean at any time the sum of (a) the aggregate undrawn amount of all
CL Letters of Credit denominated in Dollars outstanding at such time,
(b) the Dollar Equivalent of the aggregate undrawn amount of all CL Letters
of Credit denominated in Euros or Alternative Currencies outstanding at such
time, (c) the aggregate principal amount of all Dollar L/C Disbursements
made in respect of CL Letters of Credit that have not yet been reimbursed at
such time and (d) the Dollar Equivalent of the aggregate principal amount
of all Euro and Alternative Currency L/C Disbursements made in respect of CL
Letters of Credit that have not yet been reimbursed at such time.  The
CL L/C Exposure of any CL Lender at any time shall mean its CL Percentage of the
aggregate CL L/C Exposure at such time.

     

    “CL Lender” shall mean
each Lender having a Credit-Linked Commitment (or, to the extent terminated, an
outstanding Credit-Linked Deposit).

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    “CL Letter of Credit”
shall mean each Letter of Credit designated as such in Schedule 2.05(a), in
the relevant Request to Issue or as provided in Section 2.05.

     

    “CL Loan” shall mean a
Loan made by a CL Lender pursuant to Section 2.01(c).  Each CL Loan
shall be denominated in Dollars and shall be a Eurocurrency Loan or an ABR
Loan.

     

    “CL Percentage,” with
respect to any CL Lender at any time, shall mean a fraction (expressed as a
percentage) the numerator of which is the Credit-Linked Commitment of such CL
Lender at such time and the denominator of which is the Total Credit-Linked
Commitment at such time, provided that if the
CL Percentage of any CL Lender is to be determined after the Total Credit-Linked
Commitment has been terminated, then the CL Percentage of such CL Lender shall
be determined immediately prior (and without giving effect) to such
termination.

     

    “CL Reserve Account”
shall have the meaning assigned to such term in Section 10.02(a).

     

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

     

    “Collateral” shall
mean all the “Collateral” as defined in any Security Document and shall also
include the Mortgaged Properties and any other property subject or purported to
be subject from time to time to a Lien under any Security Document.

     

    “Collateral Agent”
shall have the meaning given such term in the introductory paragraph of this
Agreement.

     

    “Collateral and Guarantee
Requirements” shall mean the requirements that:

     

    (a)           on
the Effective Date, the Collateral Agent shall have received from the Borrowers
and each Domestic Subsidiary Loan Party, a counterpart of the U.S. Collateral
Agreement duly executed and delivered on behalf of such Person;

     

    (b)           on
the Effective Date or as otherwise provided in the U.S. Collateral Agreement,
the Collateral Agent shall have received (I) a pledge of all the issued and
outstanding Equity Interests of each Domestic Subsidiary (that is not a
Quasi-Foreign Subsidiary) owned on the Effective Date directly by or on behalf
of Holdings, Company or any Domestic Subsidiary Loan Party and (II) a pledge of
65% of the outstanding voting Equity Interests and 100% of the non-voting Equity
Interests of each “first tier” Foreign Subsidiary and Quasi-Foreign Subsidiary
owned on the Effective Date directly by Holdings, Company or a Domestic
Subsidiary Loan Party, such pledge to be made pursuant to an Alternate Pledge
Agreement for any material Foreign Subsidiary organized in a jurisdiction the
laws of which prohibit, or require additional actions for the enforcement of,
the pledge of the Equity Interests under the U.S. Collateral Agreement, if the
Collateral Agent reasonably requests;

     

    
      
        
        

      

      
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    (c)           in
the case of any Person that is a Foreign Revolving Borrower, the Collateral
Agent shall have received, unless it has waived such requirement for such
Foreign Revolving Borrower (for reasons of cost, legal limitations or such other
matters as deemed appropriate by the Administrative Agent), a counterpart of a
Foreign Pledge Agreement by the direct parent company of such Foreign Revolving
Borrower with respect to all of the Equity Interests owned by such parent
company in such Foreign Revolving Borrower, provided that the
Equity Interests of a Foreign Revolving Borrower shall not have to be so pledged
if such pledge would result in materially adverse tax or legal consequences to
Holdings and its Subsidiaries (as determined by Holdings in good
faith);

     

    (d)           in
the case of any Person that becomes a Domestic Subsidiary Loan Party after the
Effective Date, the Collateral Agent shall have received (i) a Supplement to the
U.S. Collateral Agreement duly executed and delivered on behalf of such Person
and (ii) if such Person owns Equity Interests of a Foreign Subsidiary
organized in a jurisdiction that, as a result the law of any such jurisdiction,
cannot be pledged, or require additional actions for the enforcement, under
local applicable law to the Collateral Agent under the U.S. Collateral
Agreement, if the Collateral Agent reasonably requests, a counterpart of an
Alternate Pledge Agreement with respect to such Equity Interests (provided that in no
event shall more than 65% of the issued and outstanding voting Equity Interests
of any Foreign Subsidiary or Quasi-Foreign Subsidiary, including pursuant to a
U.S. Collateral Agreement, be pledged to secure Obligations of Domestic Loan
Parties), duly executed and delivered on behalf of such Subsidiary;

     

    (e)           all
the Equity Interests that are acquired by a Loan Party (other than a Foreign
Revolving Borrower) after the Effective Date shall be pledged pursuant to the
U.S. Collateral Agreement or the Holdings Agreement, as the case may be, or, to
the extent representing Equity Interests in a Foreign Revolving Borrower, a
Foreign Pledge Agreement, as applicable (provided that in no
event shall more than 65% of the issued and outstanding voting Equity Interests
of any Foreign Subsidiary or Quasi-Foreign Subsidiary, including pursuant to a
U.S. Collateral Agreement, be pledged to secure Obligations of Domestic Loan
Parties);

     

    (f)           the
Collateral Agent shall have received all certificates or other instruments (if
any) representing all Equity Interests required to be pledged pursuant to any of
the foregoing paragraphs, together with stock powers or other instruments of
transfer with respect thereto endorsed in blank, in each case to the extent
reasonably requested by counsel to the Lenders, or such other action shall have
been taken as required under applicable law to perfect a security interest in
such Equity Interests as reasonably requested by counsel to the
Lenders;

     

    (g)           all
Indebtedness of Holdings and each Subsidiary having an aggregate principal
amount that has a Dollar Equivalent in excess of $10.0 million (other than
intercompany current liabilities incurred in the ordinary course) that is owing
to any Domestic Loan Party shall be evidenced by a promissory note or an
instrument and shall have been pledged pursuant to the U.S. Collateral
Agreement, and the Collateral Agent shall have received all such promissory
notes or instruments, together with note powers or other instruments of transfer
with respect thereto endorsed in blank;

     

    (h)           all
documents and instruments, including Uniform Commercial Code financing
statements, required by law or reasonably requested by the Collateral Agent to
be executed, filed, registered or recorded to create the Liens intended to be
created by the Security Documents (in each case, including any supplements
thereto) and perfect such Liens to the extent required by, and with the priority
required by, the Security Documents, shall have been executed, filed, registered
or recorded or delivered to the Collateral Agent for filing, registration or the
recording concurrently with, or promptly following, the execution and delivery
of each such Security Document, subject to the exceptions and exclusions set
forth in the Security Documents;

     

    
      
        
        

      

      
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    (i)           the
Collateral Agent shall have received, (i) counterparts to each Mortgage with
respect to each Mortgaged Property subject thereto duly executed and delivered
by the record owner of such Mortgaged Property, (ii) policy or policies of title
insurance, paid for by CAC, issued by a nationally recognized title insurance
company insuring (subject to such survey exceptions for the Mortgaged Properties
as the Collateral Agent may agree) the Lien of each Mortgage as a valid first
Lien on the Mortgaged Property described therein, free of any other Liens except
as permitted by Section 6.02, together with such endorsements, coinsurance and
reinsurance as the Collateral Agent may reasonably request, (iii) except for any
Mortgaged Property with respect to which the Collateral Agent shall not require
such a survey and, otherwise only to the extent required to obtain the title
policy insurance referred to in clause (ii) above, a survey of each Mortgaged
Property subject to a Mortgage (and all improvements thereon) which is (1) dated
(or redated) not earlier than six months prior to the date of delivery thereof
unless there shall have occurred within six months prior to such date of
delivery any exterior construction on the site of such Mortgaged Property, in
which event such survey shall be dated (or redated) after the completion of such
construction or if such construction shall not have been completed as of such
date of delivery, not earlier than 20 days prior to such date of delivery, (2)
certified by the surveyor (in a manner reasonably acceptable to the
Administrative Agent) to the Administrative Agent, the Collateral Agent and the
title insurance company insuring the Mortgage, (3) complying in all respects
with the minimum detail requirements of the American Land Title Association as
such requirements are in effect on the date of preparation of such survey and
(4) sufficient for such title insurance company to remove all standard survey
exceptions from the title insurance policy relating to such Mortgaged Property
or otherwise reasonably acceptable to the Collateral Agent, (iv) with
respect to each Mortgaged Property, each Loan Party shall have made
notifications, registrations and filings to the extent required by and in
accordance with Governmental Real Property Disclosure Requirements applicable to
such Mortgaged Property, (v) such legal opinions and other documents as the
Collateral Agent may reasonably request with respect to any such Mortgage or
Mortgaged Property, (vi) a completed Federal Emergency Management Agency
Standard Flood Hazard Determination with respect to each Mortgaged Property and
(vii) a Real Property Officer’s Certificate with respect to each Mortgaged
Property subject to a Mortgage; and

     

    
      
        
        

      

      
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    (j)           each
Loan Party shall have obtained all material consents and approvals required to
be obtained by it in connection with (A) the execution, delivery and performance
of all Security Documents (or supplements thereto) to which it is a party and
(B) the granting by it of the Liens under each Security Document to which
it is party.

     

    “Commitments” shall
mean (a) with respect to any Lender, such Lender’s commitment to make Term Loans
under Section 2.01(a), Revolving Facility Commitment and/or Credit-Linked
Commitment and (b) with respect to any Swingline Lender, its Swingline Dollar
Commitment or Swingline Euro Commitment, as applicable.

     

    “Company” shall have
the meaning assigned to that term in the introductory paragraph of this
Agreement.

     

    “Confidential Information
Memorandum” shall mean the Confidential Information Memorandum dated
March 2007 provided to prospective Lenders in connection with this Agreement, as
modified or supplemented.

     

    “Consolidated Debt” at
any date shall mean the sum of (without duplication) (i) all Indebtedness
consisting of Capital Lease Obligations, Indebtedness for borrowed money and
Indebtedness in respect of the deferred purchase price of property or services
(and not including any indebtedness under letters of credit (x) to the extent
undrawn or (y) if drawn, to the extent reimbursed within 10 Business Days after
such drawing) of Holdings and its Subsidiaries determined on a consolidated
basis on such date plus (ii) any Receivables Net Investment.

     

    “Consolidated First Lien
Senior Secured Debt” at any date shall mean any Consolidated Debt secured
by a Lien that is not contractually subordinated to any other Lien securing any
Consolidated Debt, excluding, however, up to $120,395,000 aggregate principal
amount of conditional or installment sale industrial revenue and pollution
control bonds of the Subsidiaries existing on the Effective Date (to the extent
outstanding at the time of determination).

     

    “Consolidated Net
Debt” at any date shall mean (A) Consolidated Debt on such date less (B)
unrestricted cash or marketable securities (determined in accordance with US
GAAP) of Holdings and its Subsidiaries on such date.

     

    “Consolidated Net
Income” shall mean, with respect to any Person for any period, the
aggregate of the Net Income of such Person and its subsidiaries for such period,
on a consolidated basis; provided, however,
that

     

                    (i)any net after-tax extraordinary,
special (to the extent reflected as a separate line item on a consolidated
income statement prepared in accordance with US GAAP on a basis consistent with
historical practices), unusual or non-recurring gain or loss (less all fees and
expenses relating thereto) or income or expense or charge including, without
limitation, any severance expense, and fees, expenses or charges related to any
offering of Equity Interests of Holdings, any Investment, acquisition or
Indebtedness permitted to be incurred hereunder (in each case, whether or not
successful), including all fees, expenses, charges, prepayment premiums or other
costs or change in control payments related to the Transaction (including,
without limitation, all Transaction Costs), in each case shall be excluded;
provided that
each non-recurring item will be identified in reasonable detail in the
compliance certificate delivered pursuant to Section 5.04(c),

     

                    (ii)any net after-tax income or loss from
discontinued operations and any net after-tax gain or loss on disposal of
discontinued operations shall be excluded,

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

                    (iii)any net after-tax gain or loss (less
all fees and expenses or charges relating thereto) attributable to business
dispositions or asset dispositions other than in the ordinary course of business
(as determined in good faith by Holdings) shall be excluded,

     

                    (iv)any net after-tax income or loss
(less all fees and expenses or charges relating thereto) attributable to the
early extinguishment of indebtedness shall be excluded,

     

                    (v)(A) the Net Income for such period of
any Person that is not a subsidiary of such Person, or that is accounted for by
the equity method of accounting, shall be included only to the extent of the
amount of dividends or distributions or other payments in respect of equity paid
in cash (or to the extent converted into cash) to such Person or a subsidiary
thereof in respect of such period, but excluding any such dividend, distribution
or payment in respect of equity that funds a JV Reinvestment, and (B) the Net
Income for such period shall include any dividend, distribution or other payment
in respect of equity in cash received from any Person in excess of the amounts
included in clause (A), but excluding any such dividend, distribution or payment
that funds a JV Reinvestment,

     

                    (vi)the Net Income for such period of any
subsidiary of such Person shall be excluded to the extent that the declaration
or payment of dividends or similar distributions by such subsidiary of its Net
Income is not at the date of determination permitted without any prior
governmental approval (which has not been obtained) or, directly or indirectly,
by the operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule, or governmental regulation applicable to
that subsidiary or its stockholders, unless such restriction with respect to the
payment of dividends or in similar distributions has been legally waived (provided that the net
loss of any such subsidiary shall be included), provided that such
Net Income shall be included to the extent (and only to the extent) such
subsidiary may (without violation of law or binding contractual arrangements)
make loans and/or advances to its parent corporation (which corporation may in
turn dividend, loan and/or advance the proceeds of such loans or advances to its
parent corporation and so on for all parents until reaching the Company) and/or
to the Company,

     

                    (vii)Consolidated Net Income for such
period shall not include the cumulative effect of a change in accounting
principles during such period,

     

                    (viii)an amount equal to the amount of Tax
Distributions actually made to the direct or indirect holders of its Equity
Interests in respect of the net taxable income allocated by such Person to such
holders for such period to the extent funded by the Company shall be included as
though such amounts had been paid as income taxes directly by such
Person,

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

                    (ix)any increase in amortization or
depreciation or any one-time noncash charges (such as purchased in-process
research and development or capitalized manufacturing profit in inventory)
resulting from purchase accounting in connection with any acquisition that is
consummated prior to or after the Effective Date shall be excluded,
and

     

                   (x)net after-tax income or loss
attributable to the Fraport Transaction shall be excluded, including, but not
limited to, any gain or loss recognized on the sale of the land and costs
incurred to (a) prematurely terminate leasing arrangements at the existing
Kelsterbach site, (b) certify products produced at the new manufacturing
facility for existing customers, (c) train new employees, (d) run the new and
existing manufacturing facilities in parallel, (e) move offices and laboratories
from the existing facilities to the new facilities and (f) retain existing
employees.

     

    “Consolidated Total
Assets” shall mean, as of any date, the total assets of Holdings and its
consolidated Subsidiaries, determined in accordance with US GAAP, as set forth
on the consolidated balance sheet of Holdings as of such date.

     

    “Control” shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, and “Controlling” and
“Controlled”
shall have meanings correlative thereto.

     

    “Credit Event” shall
have the meaning assigned to such term in Article IV.

     

    “Credit-Linked
Commitment” shall mean, for each CL Lender, the Dollar Equivalent on the
Effective Date of the amount set forth opposite such Lender’s name on Schedule 2.01
directly below the column entitled “Credit-Linked Commitment” or in the
Assignment and Acceptance pursuant to which such CL Lender shall have assumed
its Credit-Linked Commitment, as applicable, as the same may be (x) reduced from
time to time pursuant to Section 2.08(d) and (y) reduced or increased from time
to time as a result of assignments by or to such Lender pursuant to Section
9.04.

     

    “Credit-Linked
Deposit” shall mean, as to each CL Lender, the cash deposit made by such
CL Lender pursuant to Section 2.02(B)(a), as such deposit may be (x) reduced
from time to time pursuant to the terms of this Agreement and (y) reduced or
increased from time to time pursuant to assignments by or to such CL Lender
pursuant to Section 9.04(b).  The initial amount of each CL Lender’s
Credit-Linked Deposit shall be equal to the amount of its Credit-Linked
Commitment on the Effective Date or on the date that such Person becomes a CL
Lender pursuant to Section 9.04(b).

     

    “Credit-Linked Deposit
Account” shall mean the account of, and established by, the Deposit Bank
under its sole and exclusive control and maintained at the office of the Deposit
Bank, and designated as the “Celanese Credit-Linked Deposit Account” that shall
be used solely for the purposes set forth in Sections 2.05(e) and
2.06(a).

     

    “Credit-Linked Deposit Cost
Amount” shall mean, at any time, an amount (expressed in basis points)
determined by the Deposit Bank in consultation with the Company based on the
term on which the Credit-Linked Deposits are invested from time to time and
representing the Deposit Bank’s administrative cost for investing the
Credit-Linked Deposits and any reserve costs attributable thereto.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    “Cure Amount” shall
have the meaning assigned to such term in Section 7.02.

     

    “Cure Right” shall
have the meaning assigned to such term in Section 7.02.

     

    “DBNY” shall have the
meaning assigned to such term in the introductory paragraph of this
Agreement.

     

    “DBSI” shall mean
Deutsche Bank Securities Inc.

     

    “Debt Tender Offer”
shall have the meaning assigned to such term in the recitals to this
Agreement.

     

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

     

    “Defaulting Lender”
shall mean any Lender with respect to which a Lender Default is in
effect.

     

    “Deposit Bank” shall
have the meaning assigned to such term in the introductory paragraph of this
Agreement.

     

    “Designated Asset
Sales” shall mean those proposed asset sales of the Company set forth on
Schedule
1.01(b).

     

    “Designation Investment
Value” shall have the meaning assigned to such term in the definition of
“Unrestricted Subsidiary” in this Section 1.01.

     

    “Disqualified Stock”
shall mean, with respect to any Person, any Equity Interests of such Person
which, by their terms (or by the terms of any security into which they are
convertible or for which they are putable or exchangeable), or upon the
happening of any event, matures or is mandatorily redeemable (other than as a
result of a Change in Control or a sale of all or substantially all of such
Person’s assets), pursuant to a sinking fund obligation or otherwise, or is
redeemable in whole or in part, in each case prior to the date 91 days after the
Term Loan Maturity Date; provided, however, that if such
Equity Interests are issued to any plan for the benefit of employees of any
Parent Company or its Subsidiaries or by any such plan to such employees, such
Equity Interests shall not constitute Disqualified Stock solely because it may
be required to be repurchased by the Parent Company or its Subsidiaries in order
to satisfy applicable statutory or regulatory obligations.

     

    “Documentation Agents”
shall have the meaning assigned to such term in the introductory paragraph of
this Agreement.

     

    “Dollar Equivalent”
shall mean, on any date of determination (a) with respect to any amount in
Dollars, such amount, (b) with respect to any amount in Euros, the equivalent in
Dollars of such amount, determined by the Administrative Agent or the applicable
Issuing Bank, as applicable, pursuant to Section 1.03(a) using the Exchange Rate
with respect to such currency at the time in effect under the provisions of such
Section and (c) with respect to any amount denominated in any Alternative
Currency, the equivalent in Dollars, determined by the Administrative Agent or
the applicable Issuing Bank, as the case may be, pursuant to Section 1.03(a) on
the basis of the Exchange Rate (determined in respect of the most recent
Calculation Date) for the purchase of Dollars with respect to such Alternative
Currency at the time in effect under the provisions of such
Section.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    “Dollar Letter of
Credit” shall mean a Letter of Credit denominated in
Dollars.

     

    “Dollar Senior Subordinated
Notes” shall have the meaning assigned to such term in the recitals to
this Agreement.

     

    “Dollar Term Loan”
shall mean (x) each Original Dollar Term Loan and (y) each Additional Dollar
Term Loan.

     

    “Dollars” or “$” shall mean lawful
money of the United States of America.

     

    “Domestic Loan
Parties” shall mean at any time Holdings, the Company and each Domestic
Subsidiary Loan Party.

     

    “Domestic Subsidiary”
of any Person shall mean a Subsidiary of such Person that is not (a) a Foreign
Subsidiary or (b) a subsidiary of a Foreign Subsidiary.

     

    “Domestic Subsidiary Loan
Party” shall mean each Guarantor Subsidiary.

     

    “Domestic Swingline
Borrower” shall mean each Revolving Borrower that is not a Foreign
Subsidiary that has been designated to the Administrative Agent in writing by
the Company as a Domestic Swingline Borrower, provided that (x) its
Maximum Credit Limit will remain unchanged and (y) there shall not be more than
two Domestic Swingline Borrowers at any time and provided, further, that the
Company may revoke any such designation as to any such Person at a time when no
Swingline Loans are outstanding to such Person.

     

    “EBITDA” shall mean,
with respect to Holdings and the Subsidiaries on a consolidated basis for any
period, the Consolidated Net Income of Holdings and the Subsidiaries for such
period plus (a)
the sum of (in each case without duplication and to the extent the respective
amounts described in subclauses (i) through (xi) of this clause (a) reduced such
Consolidated Net Income for the respective period for which EBITDA is being
determined):

     

                    (i)provision for Taxes based on income,
profits or capital of Holdings and the Subsidiaries for such period, including,
without limitation, state, franchise and similar taxes (such as the Texas
franchise tax and Michigan single business tax) (including any Tax Distribution
taken into account in calculating Consolidated Net Income),

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

                    (ii)Interest Expense of Holdings and the
Subsidiaries for such period (net of interest income for such period of Holdings
and its Subsidiaries other than the cash interest income of the Captive
Insurance Subsidiaries),

     

                    (iii)depreciation and amortization
expenses of Holdings and the Subsidiaries for such period,

     

                    (iv)restructuring charges; provided that each
non-recurring item will be identified in reasonable detail in the compliance
certificate delivered pursuant to Section 5.04 (c),

     

                    (v)any other noncash charges (but
excluding any such charge which requires an accrual of, or a cash reserve for,
anticipated cash charges for any future period); provided that, for
purposes of this subclause (v) of this clause (a), any noncash charges or losses
shall be treated as cash charges or losses in any subsequent period during which
cash disbursements attributable thereto are made,

     

                    (vi)the minority interest expense
consisting of the subsidiary income attributable to minority equity interests of
third parties in any non-Wholly Owned Subsidiary in such period or any prior
period, except to the extent of dividends declared or paid on Equity Interests
held by third parties,

     

                    (vii)the noncash portion of
“straight-line” rent expense,

     

                    (viii)the amount of any expense to the
extent a corresponding amount is received in cash by any Loan Party from a
Person other than Holdings or any Subsidiary of Holdings under any agreement
providing for reimbursement of any such expense provided such reimbursement
payment has not been included in determining EBITDA (it being understood that if
the amounts received in cash under any such agreement in any period exceed the
amount of expense in respect of such period, such excess amounts received may be
carried forward and applied against expense in future periods),

     

                    (ix)turnaround costs and expenses to the
extent treated as, and included in computing for the period expended, Capital
Expenditures,

     

                    (x)transaction and similar fees payable
to Blackstone as permitted by Section 6.07, and

     

                    (xi)any net losses resulting from
currency Swap Agreements entered into in the ordinary course of business
relating to intercompany loans among or between Holdings and/or any of its
Subsidiaries to the extent that the nominal amount of the related Swap Agreement
does not exceed the principal amount of the related intercompany
loan;

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    minus (b) the sum of
(in each case without duplication and to the extent the respective amounts
described in subclauses (i) to (iv) of this clause (b) increased such
Consolidated Net Income for the respective period for which EBITDA is being
determined):

     

                    (i)the minority interest income
consisting of subsidiary losses attributable to the minority equity interests of
third parties in any non-Wholly Owned Subsidiary,

     

                    (ii)noncash items increasing Consolidated
Net Income of Holdings and the Subsidiaries for such period (but excluding any
such items (A) in respect of which cash was received in a prior period or will
be received in a future period or (B) which represent the reversal of any
accrual of, or cash reserve for, anticipated cash charges in any prior
period),

     

                    (iii)the cash portion of “straight-line”
rent expense which exceeds the amount expensed in respect of such rent expense,
and

     

                    (iv)any net gains resulting from currency
Swap Agreements entered into in the ordinary course of business relating to
intercompany loans among or between Holdings and/or any of its Subsidiaries to
the extent that the nominal amount of the related Swap Agreement does not exceed
the principal amount of the related intercompany loan.

     

    “Effective Date” shall
mean the date that any Loan is first made or Letter of Credit first issued under
this Agreement.

     

    “EMU Legislation”
shall mean the legislative measures of the European Union for the introduction
of, changeover to or operation of the Euro in one or more member states of the
European Union.

     

    “Environment” shall
mean ambient and indoor air, surface water and groundwater (including potable
water, navigable water and wetlands), the land surface or subsurface strata,
natural resources such as flora and fauna, the workplace or as otherwise defined
in any Environmental Law.

     

    “Environmental Laws”
shall mean all applicable laws (including common law), rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the protection of the Environment, preservation or
reclamation of natural resources, the generation, management, Release or
threatened Release of, or exposure to, any Hazardous Material or to health and
safety matters (to the extent relating to the Environment or exposure to
Hazardous Materials).

     

    “Equity Interests” of
any Person shall mean any and all shares, interests, rights to purchase,
warrants, options, participation or other equivalents of or interests in
(however designated) equity of such Person, including any preferred stock,
convertible preferred equity certificate (whether or not equity under local
law), any limited or general partnership interest and any limited liability
company membership interest.

     

    “Equity Tender Offer”
shall have the meaning assigned to such term in the recitals to this
Agreement.

     

    
      
        
        

      

      
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    “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as the same may be amended from
time to time.

     

    “ERISA Affiliate”
shall mean any trade or business (whether or not incorporated) that, together
with Holdings, the Company or a Subsidiary, is treated as a single employer
under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

     

    “ERISA Event” shall
mean (a) any Reportable Event; (b) with respect to a Plan, the failure to
satisfy the minimum funding standard of Section 412 of the Code or Section 302
of ERISA, whether or not waived; (c) the filing pursuant to Section 412(d) of
the Code or Section 303(d) of ERISA (or Section 412(c) of the Code and Section
302(c) of ERISA, as amended by the Pension Protection Act of 2006) of an
application for a waiver of the minimum funding standard with respect to any
Plan, the failure to make by its due date a required installment under Section
412(m) of the Code (or Section 430(j) of the Code, as amended by the Pension
Protection Act of 2006) with respect to any Plan or the failure to make any
required contribution to a Multiemployer Plan; (d) the incurrence by Holdings,
the Company, a Subsidiary or any ERISA Affiliate of any liability under Title IV
of ERISA with respect to the termination of any Plan; (e) the receipt by
Holdings, the Company, a Subsidiary or any ERISA Affiliate from the PBGC or a
plan administrator of any notice relating to an intention to terminate any Plan
or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (f)
the incurrence by Holdings, the Company, a Subsidiary or any ERISA Affiliate of
any liability with respect to the withdrawal or partial withdrawal from any Plan
or Multiemployer Plan; or (g) the receipt by Holdings, the Company, a Subsidiary
or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan
from Holdings, the Company, a Subsidiary or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

     

    “Euro” or “€” shall mean the
single currency of the European Union as constituted by the treaty establishing
the European Community being the Treaty of Rome, as amended from time to time
and as referred to in the EMU Legislation.

     

    “Euro Equivalent”
shall mean, on any date of determination, (a) with respect to any amount in
Euros, such amount, (b) with respect to any amount in Dollars, the equivalent in
Euros of such amount, determined by the Administrative Agent or the applicable
Issuing Bank, as applicable, pursuant to Section 1.03(a) using the Exchange Rate
with respect to such currency of the time in effect under the provisions of such
Section and (c) with respect to any amount denominated in any Alternative
Currency, the equivalent in Euros, determined by the Administrative Agent or the
applicable Issuing Bank, as the case may be, pursuant to Section 1.03(a) on the
basis of the Exchange Rate (determined in respect of the most recent Calculation
Date) for the purchase of Euros with respect to such Alternative Currency at the
time in effect under the provisions of such Section.

     

    “Euro Letter of
Credit” shall mean a Letter of Credit denominated in Euros.

     

    “Euro Senior Subordinated
Notes” shall have the meaning assigned to such term in the recitals to
this Agreement.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    “Euro Term Loan” shall
mean each Term Loan denominated in Euros.

     

    “Eurocurrency
Borrowing” shall mean a Borrowing comprised of Eurocurrency
Loans.

     

    “Eurocurrency CL Loan”
shall mean any CL Loan bearing interest at a rate determined by reference to the
Adjusted LIBO Rate in accordance with Article II.

     

    “Eurocurrency Loan”
shall mean any Eurocurrency Term Loan, Eurocurrency Revolving Loan or
Eurocurrency CL Loan.

     

    “Eurocurrency Revolving
Borrowing” shall mean a Borrowing comprised of Eurocurrency Revolving
Loans.

     

    “Eurocurrency Revolving
Loan” shall mean any Revolving Facility Loan bearing interest at a rate
determined by reference to the Adjusted LIBO Rate in accordance with the
provisions of Article II.

     

    “Eurocurrency Term
Loan” shall mean any Term Loan bearing interest at a rate determined by
reference to the Adjusted LIBO Rate in accordance with the provisions of
Article II.

     

    “Event of Default”
shall have the meaning assigned to such term in Section 7.01.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    “Exchange Rate” shall
mean on any day, for purposes of determining the Dollar Equivalent, Euro
Equivalent or Alternative Currency Equivalent of any other currency, the rate at
which such other currency may be exchanged into Dollars, Euros or any
Alternative Currency (as applicable), as set forth in the Wall Street Journal
published on such date for such currency.  In the event that such rate
does not appear in such copy of the Wall Street Journal, the Exchange Rate shall
be determined by reference to such other publicly available service for
displaying exchange rates as may be agreed upon by the Administrative Agent and
the Company, or, in the absence of such an agreement, such Exchange Rate shall
instead be the arithmetic average of the spot rates of exchange of the
Administrative Agent in the market where its foreign currency exchange
operations in respect of such currency are then being conducted, at or about
10:00 a.m., Local Time, on such date for the purchase of Dollars, Euros or any
Alternative Currency (as applicable) for delivery two Business Days later; provided that if at
the time of any such determination, for any reason, no such spot rate is being
quoted, the Administrative Agent may, in consultation with the Company, use any
reasonable method it deems appropriate to determine such rate, and such
determination shall be prima facie evidence thereof.

     

    “Excluded
Indebtedness” shall mean all Indebtedness permitted to be incurred under
Section 6.01 (other than Section 6.01(o)).

     

    “Excluded Taxes” shall
mean, with respect to the Administrative Agent, any Lender, any Issuing Bank or
any other recipient of any payment to be made by or on account of any obligation
of a Borrower hereunder, (a) income or franchise taxes imposed on (or measured
by) its net income by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits tax or any similar tax that is imposed by any jurisdiction described in
clause (a) above and (c) in the case of a Lender (other than an assignee
pursuant to a request by a Borrower under Section 2.19(b)), any withholding tax
imposed by the United States (other than a withholding tax levied upon any
amounts payable to such Lender in respect of any interest in any Loan acquired
by such Lender pursuant to Section 10.01) that is in effect and would apply to
amounts payable hereunder to such Lender at the time such Lender becomes a party
to this Agreement (or designates a new lending office) or is attributable to
such Lender’s failure to comply with Section 2.17(e) with respect to such Loans
except to the extent that such Lender (or its assignor, if any) was entitled, at
the time of designation of a new lending office (or assignment), to receive
additional amounts from a Borrower with respect to any withholding tax pursuant
to Section 2.17(a).

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    “Existing Credit
Agreement” shall have the meaning assigned to such term in the recitals
to this Agreement.

     

    “Existing Excluded
Subsidiary” shall mean each Subsidiary listed on Schedule 1.01(c); so
long as the representation and warranty in Section 3.08(c) remains true with
respect to such Subsidiary.

     

    “Existing Letter of
Credit” shall mean each letter of credit or bank guaranty previously
issued for the account of the Company or any of its subsidiaries by a Person
that is on the Effective Date an L/C Lender (or an Affiliate of such Person) to
the extent such letter of credit or bank guaranty (a) was outstanding on the
Effective Date and (b) is listed on Schedule
2.05(a).

     

    “Facility” shall mean
the respective facility and commitments utilized in making Loans and credit
extensions hereunder, it being understood that as of the Effective Date, there
are three Facilities, i.e., the Term Loan
Facility, the Revolving Facility and the CL Facility.

     

    “Federal Funds Effective
Rate” shall mean, for any day, the weighted average (rounded upward, if
necessary, to the next 1/100 of 1%) 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 (rounded upward, if necessary, to the next 1/100
of 1%) 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.

     

    “Fee Letters” shall
mean that certain Fee Letter dated March 7, 2007 by and among the Company
and the Joint Book Runners and the Administrative Agent’s Fee Letter referred to
in Section 2.12(c).

     

    “Fees” shall mean the
RF Commitment Fees, the L/C Participation Fees, the CL Facility Fee, the Issuing
Bank Fees and the Administrative Agent Fees.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    “Financial Officer” of
any Person shall mean the Chief Financial Officer, principal accounting officer,
Treasurer, Assistant Treasurer or Controller of such Person.

     

    “Financial Performance
Covenant” shall mean the covenant of Holdings set forth in Section
6.10.

     

    “Finco” shall have the
meaning assigned to such term in the recitals to this Agreement.

     

    “First Lien Senior Secured
Leverage Ratio” shall mean, on any date, the ratio of (a) Consolidated
First Lien Senior Secured Debt as of such date to (b) EBITDA for the relevant
Test Period; provided that if any
Asset Disposition, any Asset Acquisition (or any similar transaction or
transactions that require a waiver or consent by the Required Lenders under
Section 6.04 or 6.05), any Investment the aggregate amount of which exceeds
$15.0 million or incurrence or repayment of Indebtedness (excluding normal
fluctuations in revolving Indebtedness incurred for working capital purposes and
excluding any Indebtedness permitted to be incurred by Section 6.01 (other than
Section 6.01(1)) and incurred on (but not prior to) the date of determination)
has occurred, or any part of the business of Holdings and its Subsidiaries is
designated as a discontinued operation to the extent the aggregate fair market
value of all such designations exceeds $15.0 million, or any Subsidiary has been
designated as an Unrestricted Subsidiary or any Subsidiary Redesignation has
occurred, in each case during the relevant Test Period or in the case of any
Asset Acquisition, after the last day of the Test Period and on or prior to the
date as of which such ratio is being calculated (the period from the first day
of the Test Period to and including such date of determination being the “Calculation Period”),
Consolidated First Lien Senior Secured Debt and EBITDA shall be determined for
the respective Test Period on a Pro Forma Basis for such occurrences and
designations.

     

    “Fixed Charge Coverage
Ratio” shall mean, on any date, the ratio of (a) EBITDA for the relevant
Test Period to (b) the Fixed Charges of Holdings for such period; provided that if any
Asset Disposition or any Asset Acquisition (or any similar transaction or
transactions that require a waiver or consent by the Required Lenders under
Section 6.04 or 6.05), any Investment the aggregate amount of which exceeds
$15.0 million or incurrence or repayment of Indebtedness (excluding normal
fluctuations in revolving Indebtedness incurred for working capital purposes and
excluding any Indebtedness permitted to be incurred by Section 6.01 (other than
Section 6.01(1)) and incurred on (but not prior to) the date of determination)
has occurred, or any part of the business of Holdings and its Subsidiaries is
designated as a discontinued operation to the extent the aggregate fair market
value of all such designations exceeds $15.0 million, or any Subsidiary has been
designated as an Unrestricted Subsidiary or any Subsidiary Redesignation has
occurred, in each case during the relevant Test Period, EBITDA and Cash Interest
Expense shall be determined for the respective Test Period on a Pro Forma Basis
for such occurrences and designations.

     

    “Fixed Charges” shall
mean, with respect to Holdings for any period, the sum of, without
duplication:

     

    (1)           Cash
Interest Expense of Holdings for such period,

     

    (2)           all
cash dividends paid during such period on any series of preferred stock of any
Subsidiary of Holdings (other than a Guarantor Subsidiary and net of items
eliminated in consolidation), and

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    (3)           all
dividends paid during such period (excluding items eliminated in consolidation)
on any series of Disqualified Stock of Holdings or any Subsidiary.

     

    “Foreign Lender” shall
mean any Lender that is organized under the laws of a jurisdiction other than
the United States of America.  For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.

     

    “Foreign Pledge
Agreement” shall mean a pledge agreement with respect to the Pledged
Collateral that constitutes Equity Interests of a Foreign Revolving Borrower, in
form and substance reasonably satisfactory to the Collateral Agent, that will
secure Obligations of such Foreign Revolving Borrower.

     

    “Foreign Revolving
Borrower” shall mean each Revolving Borrower that is a Foreign
Subsidiary.

     

    “Foreign Subsidiary”
shall mean any Subsidiary that is incorporated or organized under the laws of
any jurisdiction other than the United States of America, any State thereof or
the District of Columbia.

     

    “Foreign Subsidiary Loan
Party” shall mean at any time each Foreign Revolving Borrower and the
Foreign Subsidiary (if any) that is the direct parent thereof to the extent it
has pledged the Equity Interests of such Revolving Borrower to secure its
Revolving Facility Loans.

     

    “Foreign Swingline
Borrower” shall mean each Foreign Revolving Borrower that has been
designated to the Administrative Agent in writing by the Company as a Foreign
Swingline Borrower, provided that (x) its
Maximum Credit Limit will remain unchanged and (y) there shall not be more than
two Foreign Swingline Borrowers at any time and, provided, further, that the
Company may revoke any such designation as to any Person at a time when no
Swingline Loans are outstanding to such Person.

     

    “Fraport Transactions”
shall mean (i) the relocation of a plant owned by Ticona GmbH, a
Subsidiary, located in Kelsterbach, Germany, in connection with a settlement
reached with Fraport AG, a German company that operates the airport in
Frankfurt, Germany, to relocate such plant, and the payment to Ticona in
connection with such settlement of a total of  €650 million for the
costs associated with the transition of the business from the current location
and closure of the Kelsterbach plant, as further described in the current report
on Form 8-K filed by the Parent with the SEC on November 29, 2006 and the
exhibits thereto, and (ii) the activities of Holdings and its Subsidiaries
in connection with the transactions described in clause (i), including the
selection of a new site, building of new production facilities and transition of
business activities.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    “Governmental
Authority” shall mean any federal, state, local or foreign court or
governmental agency, authority, instrumentality or regulatory or legislative
body.

     

    “Governmental Real Property
Disclosure Requirements” shall mean any Requirement of Law of any
Governmental Authority requiring notification of the buyer, lessee, mortgagee,
assignee or other transferee of any real property, facility, establishment or
business, or notification, registration or filing to or with any Governmental
Authority, in connection with the sale, lease, mortgage, assignment or other
transfer (including any transfer of control) of any real property, facility,
establishment or business, of the actual or threatened presence or Release in or
into the Environment, or the use, disposal or handling of Hazardous Material on,
at, under or near the real property, facility, establishment or business to be
sold leased, mortgaged, assigned or transferred.

     

    “Guarantee” of or by
any Person (the “guarantor”) shall
mean (a) any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other
obligation of any other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation
(whether arising by virtue of partnership arrangements, by agreement to keep
well, to purchase assets, goods, securities or services, to take-or-pay or
otherwise) or to purchase (or to advance or supply funds for the purchase of)
any security for the payment of such Indebtedness or other obligation, (ii) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (iii)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation, (iv) entered into for the
purpose of assuring in any other manner the holders of such Indebtedness or
other obligation of the payment thereof or to protect such holders against loss
in respect thereof (in whole or in part) or (v) as an account party in respect
of any letter of credit or letter of guaranty issued to support such
Indebtedness or other obligation of another Person, or (b) any Lien on any
property of the guarantor securing any Indebtedness (or any existing right,
contingent or otherwise, of the holder of Indebtedness to be secured by such a
Lien) of any other Person, whether or not such Indebtedness or other obligation
is assumed by the guarantor; provided, however, that the
term “Guarantee” shall not include endorsements for collection or deposit, in
either case in the ordinary course of business, or customary and reasonable
indemnity obligations.  The amount of any Guarantee obligation of any
guarantor shall be deemed to be an amount equal to the stated or determinable
amount of the Indebtedness in respect of which such Guarantee is made or, if not
stated or determinable, such guarantor’s maximum reasonably anticipated
liability in respect thereof as determined by the Company in good
faith.  The term “guarantee” as a verb
shall have a corresponding meaning.

     

    “Guarantor Subsidiary”
shall mean each Domestic Subsidiary of the Company, with an exception for
Celwood Insurance Company (a Captive Insurance Subsidiary), each Existing
Excluded Subsidiary and any Special Purpose Receivables Subsidiary and with such
other exceptions as are satisfactory to the Administrative Agent.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    “Hazardous Materials”
shall mean all pollutants, contaminants, wastes, chemicals, materials,
substances and constituents, including, without limitation, explosive or
radioactive substances or petroleum or petroleum distillates, asbestos or
asbestos containing materials, polychlorinated biphenyls or radon gas, of any
nature subject to regulation or which can give rise to liability under any
Environmental Law.

     

    “Holdings” shall have
the meaning assigned to such term in the introductory paragraph of this
Agreement.

     

    “Increased Amount
Date” shall have the meaning assigned to such term in Section
2.23.

     

    “Incurrence Ratios”
shall mean (i) a First Lien Senior Secured Leverage Ratio of less than 4.50 to
1.00 and (ii) a Fixed Charge Coverage Ratio of greater than 2.00 to
1.00.

     

    “Indebtedness” of any
Person shall mean, without duplication, (a) all obligations of such Person for
borrowed money, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to property
purchased by such Person (provided that where
the rights, remedies and recourse of the seller or lender under such agreement
in the event of default are limited to repossession or sale of such property,
only the lesser of the amount of such obligation and the fair market value of
such property shall constitute Indebtedness), (d) all obligations of such Person
issued or assumed as the deferred purchase price of property or services (not
including any contingent earn-out payments or fixed earn-out payments unless not
paid when due, and other than trade liabilities, current accounts, and
intercompany liabilities and other similar obligations (but not any
refinancings, extensions, renewals or replacements thereof) maturing within 365
days after the incurrence thereof and reimbursement obligations in respect of
trade letters of credit obtained in the ordinary course of business with
expiration dates not in excess of 365 days from the date of issuance (x) to the
extent undrawn or (y) if drawn, to the extent repaid in full within 10
Business Days of any such drawing), (e) all Guarantees by such Person of
Indebtedness of others, (f) all Capital Lease Obligations of such Person,
(g) all payments that such Person would have to make in the event of an
early termination, on the date Indebtedness of such Person is being determined,
in respect of outstanding Swap Agreements, (h) except as provided in clause
(d) above, the principal component of all obligations, contingent or otherwise,
of such Person as an account party in respect of letters of credit and
(i) the principal component of all obligations of such Person in respect of
bankers’ acceptances.  The Indebtedness of any Person (x) shall
include the Indebtedness of any partnership in which such Person is a general
partner, other than to the extent that the instrument or agreement evidencing
such Indebtedness expressly limits the liability of such Person in respect
thereof, and (y) shall exclude any Indebtedness of a third party that is not an
Affiliate of Holdings or any of its Subsidiaries and that is attributable to
supply or lease arrangements as a result of consolidation under FIN 46 or
attributable to take-or-pay contracts that are accounted for in a manner similar
to a capital lease under EITF 01-8 in either case so long as (i) such supply or
lease arrangements or such take-or-pay contracts are entered into in the
ordinary course of business, (ii) the board of directors of Holdings or the
applicable Subsidiary has approved any such supply or lease arrangement or any
such take-or-pay contract and (iii) notwithstanding anything to the contrary
contained in the definition of EBITDA, the related expense under any such supply
or lease arrangement or under any such take-or-pay contract is treated as an
operating expense that reduces EBITDA.

     

    “Indemnified Taxes”
shall mean all Taxes other than Excluded Taxes.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    “Indemnitee” shall
have the meaning assigned to such term in Section 9.05(b).

     

    “Installment Date”
shall have the meaning assigned to such term in
Section 2.10(a).

     

    “Intercreditor
Agreement” shall mean an intercreditor agreement entered into in
connection with a Permitted Receivables Financing in form and substance
reasonably satisfactory to the Administrative Agent.

     

    “Interest Election
Request” shall mean a request by a Borrower to convert or continue a Term
Borrowing, Revolving Borrowing or CL Borrowing in accordance with Section
2.07.

     

    “Interest Expense”
shall mean, with respect to any Person for any period, the sum of (a) net
interest expense of such Person for such period on a consolidated basis,
including (i) the amortization of debt discounts, (ii) the amortization of
all fees (including fees with respect to Swap Agreements) payable in connection
with the incurrence of Indebtedness to the extent included in interest expense,
(iii) the portion of any payments or accruals with respect to Capital Lease
Obligations allocable to interest expense and (iv) commissions, discounts, yield
and other fees and charges incurred in connection with any Permitted Receivables
Financing which are payable to any Person other than Holdings, the Company or a
Subsidiary Loan Party and (b) capitalized interest expense of such Person
during such period, excluding, however, (A) amortization or write-off of
Indebtedness issuance costs, commissions, fees and expenses and prepayment
premiums and costs, (B) customary commitment, administrative and transaction
fees and charges, and (C) termination costs or termination payments in respect
of Swap Agreements and Permitted Receivables Financings.  For purposes
of the foregoing, (x) gross interest expense shall be determined after
giving effect to any net payments made or received and costs incurred by
Holdings and the Subsidiaries with respect to Swap Agreements and
(y) Interest Expense shall exclude any interest expense on Indebtedness of
a third party that is not an Affiliate of Holdings or any of its Subsidiaries
and that is attributable to supply or lease arrangements as a result of
consolidation under FIN 46 or attributable to take-or-pay contracts that are
accounted for in a manner similar to a capital lease under EITF 01-8 in either
case so long as the underlying obligations under any such supply or lease
arrangement or under any such take-or-pay contract are not treated as
Indebtedness as provided in clause (y) of the second sentence of the definition
of Indebtedness.

     

    “Interest Payment
Date” shall mean (a) with respect to any Eurocurrency Loan, the last day
of the Interest Period applicable to the Borrowing of which such Loan is a part
and, in the case of a Eurocurrency Borrowing with an Interest Period of more
than three months’ duration, each day that would have been an Interest Payment
Date had successive Interest Periods of three months’ duration been applicable
to such Borrowing and, in addition, the date of any refinancing or conversion of
such Borrowing with or to a Borrowing of a different Type, (b) with respect to
any ABR Loan, the last day of each of the following months:  March,
June, September and December, (c) with respect to any Swingline Dollar Loan, the
day that such Swingline Dollar Loan is required to be repaid pursuant to
Sections 2.09(a) and (d) with respect to any Swingline Euro Loan, the last day
of the Interest Period applicable to such Swingline Euro Loan or any day
otherwise agreed to by the Swingline Euro Lenders.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    “Interest Period”
shall mean (a) as to any Eurocurrency Borrowing, the period commencing on the
date of such Borrowing or on the last day of the immediately preceding Interest
Period applicable to such Borrowing, as applicable, and ending on the
numerically corresponding day (or, if there is no numerically corresponding day,
on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter
(or (x) such shorter period as to which the Administrative Agent may agree in
its sole discretion or (y) in the case of Term Borrowings or Revolving Facility
Borrowings, 9 or 12 months, if at the time of the relevant Borrowing, all
relevant Lenders make interest periods of such length available), as the
Borrower Representative, on behalf of the applicable Borrower, may elect, or the
date any Eurocurrency Borrowing is converted to an ABR Borrowing in accordance
with Section 2.07 or repaid or prepaid in accordance with Section 2.09, 2.10 or
2.11 and (b) as to any Swingline Euro Borrowing, the period commencing on the
date of such Borrowing and ending on the day that is designated in the notice
delivered pursuant to Section 2.04 with respect to such Swingline Euro
Borrowing, which shall not be later than the seventh day thereafter; provided, however, that if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended or shortened in accordance with the Modified Following
Business Day Convention.  Interest shall accrue from and including the
first day of an Interest Period to but excluding the last day of such Interest
Period.

     

    “Investment” shall
have the meaning assigned to such term in Section 6.04.

     

    “Issuing Bank” shall
mean DBNY and each other Issuing Bank designated pursuant to Section 2.05(k), in
each case in its capacity as an issuer of Letters of Credit hereunder, and its
successors in such capacity as provided in Section 2.05(i) and, solely with
respect to an Existing Letter of Credit (and any amendment, renewal or extension
thereof in accordance with this Agreement), the Lender that issued such Existing
Letter of Credit.  An Issuing Bank may, in its discretion, arrange for
one or more Letters of Credit to be issued by Affiliates of such Issuing Bank,
in which case the term “Issuing Bank” shall include any such Affiliate with
respect to Letters of Credit issued by such Affiliate.

     

    “Issuing Bank Fees”
shall have the meaning assigned to such term in Section 2.12(b).

     

    “Joint Book Runners”
shall mean MLPF&SI and DBSI.

     

    “Joint Lead Arrangers”
shall mean MLPF&SI and DBSI.

     

    “Judgment Currency”
shall have the meaning assigned to such term in Section 9.17(b).

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    “JV Reinvestment”
shall mean any investment by Company or any Subsidiary in a joint venture to the
extent funded with the proceeds of a reasonably concurrent dividend or other
distribution made by such joint venture.

     

    “L/C Disbursement”
shall mean a payment or disbursement made by an Issuing Bank pursuant to a
Letter of Credit.

     

    “L/C Lender” shall
mean a Lender with a Revolving Facility Commitment and/or a Credit-Linked
Commitment.

     

    “L/C Participation
Fee” shall have the meaning assigned such term in Section
2.12(b).

     

    “Lender” shall mean
each financial institution listed on Schedule 2.01, as
well as any Person that becomes a “Lender” hereunder pursuant to Section
9.04.

     

    “Lender Default” shall
mean (i) the refusal (which has not been retracted) of a Lender to make
available its portion of any Borrowing, to acquire participations in a Swingline
Loan pursuant to Section 2.04 or to fund its portion of any unreimbursed payment
under Section 2.05(e), or (ii) a Lender having notified in writing the Borrower
Representative and/or the Administrative Agent that it does not intend to comply
with its obligations under Section 2.04, 2.05 or 2.06.

     

    “Letter of Credit”
shall mean any letter of credit or bank guarantee (including each Existing
Letter of Credit) issued pursuant to Section 2.05.  Letters of Credit
shall be either CL Letters of Credit or RF Letters of Credit.

     

    “LIBO Rate” shall
mean, with respect to any Eurocurrency Borrowing for any Interest Period, the
rate per annum determined by the Administrative Agent at approximately 11:00
a.m., London time, on the Quotation Day for such Interest Period by reference to
the applicable Screen Rate, for a period equal to such Interest Period; provided that, to the
extent that an interest rate is not ascertainable pursuant to the foregoing
provisions of this definition, the “LIBO Rate” shall be the average (rounded
upwards, if necessary, to five decimal places (e.g., 4.12345%) in
the case of Eurocurrency Borrowings in Dollars and three decimal places (e.g., 4.123%) in the
case of Eurocurrency Borrowings in Euros)of the respective interest rates per
annum at which deposits in the currency of such Borrowing are offered for such
Interest Period to major banks in the London interbank market by Deutsche Bank
AG at approximately 11:00 a.m., London time, on the Quotation Day for such
Interest Period.

     

    “Lien” shall mean,
with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation,
pledge, encumbrance, charge or security interest in or on such asset and (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing) relating to such
asset.

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

    “Loan Documents” shall
mean this Agreement, the Letters of Credit, the Security Documents, the
Intercreditor Agreement and any promissory note issued under Section 2.09(e),
and solely for the purposes of Section 7.01(c) hereof, the Fee
Letters.

     

    “Loan Participant”
shall have the meaning assigned to such term in Section 9.04(c).

     

    “Loan Parties” shall
mean Holdings, the Company and each Subsidiary Loan Party.

     

    “Loans” shall mean the
Term Loans, the Revolving Facility Loans, the CL Loans and the Swingline Loans
(and shall include any New Term Loans and any Replacement Term
Loans).

     

    “Local Time” shall
mean (a) with respect to a Loan or Borrowing denominated in Dollars, New York
City time, (b) with respect to a Loan or Borrowing denominated in Euros, London
time, (c) with respect to Letters of Credit denominated in Sterling, London
time, (d) with respect to Letters of Credit denominated in Canadian Dollars,
Toronto time and (e) with respect to Letters of Credit denominated in any other
Alternative Currency, a time to be approved by the Administrative
Agent.

     

    “Majority Lenders” for
(i) any Facility shall mean, at any time, Lenders under such Facility having
Loans and unused Commitments representing more than 50% of the sum of all Loans
outstanding under such Facility and unused Commitments under such Facility at
such time and (ii) the Term Loan Facility, shall mean, where the amendment,
waiver or modification more adversely affects Dollar Term Loans or Euro Term
Loans, Lenders holding more than 50% of all Dollar Term Loans or Euro Term
Loans, respectively.

     

    “Margin Stock” shall
have the meaning assigned to such term in Regulation U.

     

    “Material Adverse
Effect” shall mean the existence of events, conditions and/or
contingencies that have had or are reasonably likely to have (a) a materially
adverse effect on the business, results of operations, assets or financial
condition of Holdings and the Subsidiaries, taken as a whole, or (b) a material
impairment of the validity or enforceability of, or a material impairment of the
material rights, remedies or benefits available to the Lenders, any Issuing
Bank, the Administrative Agent or the Collateral Agent under, the Loan
Documents.

     

    “Material
Indebtedness” shall mean Indebtedness of any one or more of Holdings or
any Subsidiary in an aggregate principal amount exceeding $40
million.

     

    “Material Subsidiary”
shall mean, at any date of determination, any Subsidiary (a) whose total
assets at the last day of the Test Period ending on the last day of the most
recent fiscal period for which financial statements have been delivered pursuant
to Section 5.04(a) or (b) were equal to or greater than 2% of Consolidated
Total Assets at such date or (b) whose gross revenues for such Test Period were
equal to or greater than 2% of the consolidated gross revenues of Holdings and
its consolidated Subsidiaries for such period, in each case determined in
accordance with US GAAP or (c) that is a Loan Party.

     

    
      
        
        

      

      
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    “Maximum Credit Limit”
shall mean, with respect to any Revolving Facility Borrower that is a Subsidiary
of the Company (other than CAC), an amount that the aggregate outstanding
principal amount (or the Dollar Equivalent thereof if not denominated in
Dollars) of its Revolving Facility Loans and Swingline Loans (if any) plus the
maximum stated amount (or the Dollar Equivalent thereof if not denominated in
Dollars) of outstanding RF Letters of Credit issued for its account may not
exceed, as specified under Section 2.20.

     

    “Maximum Rate” shall
have the meaning assigned to such term in Section 9.09.

     

    “Maximum Term Amount”
shall mean at any time (i) the initial aggregate principal amount of all Term
Loans then or theretofore made pursuant to Section 2.01(a) plus (ii) the
aggregate initial principal amount of any New Term Loans made pursuant to
Section 2.23.

     

    “MLPF&SI” shall
mean Merrill Lynch, Pierce, Fenner & Smith Incorporated.

     

    “Modified Following Business
Day Convention”  shall mean, with respect to any Interest
Period that ends on a day other than a Business Day, the extension of such
Interest Period to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day.

     

    “Moody’s” shall mean
Moody’s Investors Service, Inc.

     

    “Mortgaged Properties”
shall mean the Real Properties of Loan Parties set forth on Schedule 5.13 and
such additional real property (if any) encumbered by a Mortgage pursuant to
Section 5.10.

     

    “Mortgages” shall mean
the mortgages, deeds of trust, assignments of leases and rents and other
security documents delivered pursuant to Section  5.10 or 5.13, with
respect to Mortgaged Properties each in a form reasonably satisfactory to the
Administrative Agent.

     

    “Multiemployer Plan”
shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to
which Holdings, the Company, CAC or any ERISA Affiliate (other than one
considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code
Section 414) is making or accruing an obligation to make contributions, or has
within any of the preceding six plan years made or accrued an obligation to make
contributions.

     

    “Net Income” shall
mean, with respect to any Person, the net income (loss) of such Person,
determined in accordance with US GAAP and before any reduction in respect of
preferred stock dividends.

     

    
      
        
        

      

      
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    “Net Proceeds” shall
mean:

     

    (a)           100%
of the cash proceeds actually received by Holdings, the Company or any of their
Subsidiaries (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise and including casualty insurance settlements
and condemnation awards, but only as and when received) from any loss, damage,
destruction or condemnation of, or any sale, transfer or other disposition
(including any sale and leaseback of assets and any mortgage or lease of real
property) to any Person of any property of Holdings or any Subsidiary (other
than those pursuant to Section 6.05(a) (other than clause (iii) thereof to the
extent in excess of $65.0 million in any year), (b), (c), (e), (f), (g), (i),
(j) or (k)), net of (i) attorneys’ fees, accountants’ fees, investment banking
fees, survey costs, title insurance premiums, and related search and recording
charges, stamp taxes, transfer taxes, deed or mortgage recording taxes, other
ordinary and customary closing costs for real property, required debt payments
and required payments of other obligations relating to the applicable asset
(other than pursuant hereto), (ii) in the case of proceeds of sales from foreign
assets, voluntary prepayments of Indebtedness of foreign subsidiaries not to
exceed 7.5% of Consolidated Total Assets since the Effective Date (the “Foreign Indebtedness
Voluntary Prepayment Cap”) (provided that if at
any time the First Lien Senior Secured Leverage Ratio as of the most recent
fiscal year end is less than 1.75 to 1.00, the Foreign Indebtedness Voluntary
Prepayment Cap shall not apply; provided, further, that all
voluntary prepayments of foreign Indebtedness made with proceeds from the sale
of foreign assets while the Foreign Indebtedness Voluntary Prepayment Cap does
not apply shall be deemed to reduce the unused available amount under the
Foreign Indebtedness Voluntary Prepayment Cap to an amount not less than zero at
all times when the First Lien Senior Secured Leverage Ratio as of the most
recent fiscal year end is equal to or greater than 1.75 to 1.00) other customary
expenses and brokerage, consultant and other customary fees actually incurred in
connection therewith, (iii) Taxes or Tax Distributions paid or payable as a
result thereof and (iv) appropriate amounts set up as a reserve against
liabilities associated with the assets or business so disposed of and retained
by the selling entity after such sale, transfer or other disposition, as
reasonably determined by Holdings, including, without limitation, pension and
other post-employment benefit liabilities, liabilities related to environmental
matters, liabilities related to post-closing purchase price adjustments and
liabilities related to any other indemnification obligation associated with the
assets or business so disposed of; provided that, upon
any termination of such reserve, all amounts not paid-out in connection
therewith shall be deemed to be “Net Proceeds” of such sale, transfer or other
disposition; provided that, if no
Event of Default exists and Holdings shall deliver a certificate of a
Responsible Officer of Holdings to the Administrative Agent promptly following
receipt of any such proceeds setting forth Holdings’ intention to use any
portion of such proceeds to acquire, maintain, develop, construct, improve,
upgrade or repair assets useful in the business of Holdings and the
Subsidiaries, or make investments pursuant to Section 6.04(m), in each case
within 12 months (24 months in the case of the Designated Asset Sales) of such
receipt, such portion of such proceeds (“Reinvestment
Proceeds”) shall not constitute Net Proceeds except to the extent not so
used (or contractually committed to be used) within such 12-month period (24
months in the case of the Designated Asset Sales) (and, if contractually
committed to be used within such 12-month period, to the extent not so used
within the 18-month period following the date of receipt of such Net Proceeds),
and provided,
further, that
(w) no proceeds realized in a single transaction or series of related
transactions shall constitute Net Proceeds unless such proceeds shall exceed
$10.0 million, (x) no proceeds shall constitute Net Proceeds in any fiscal
year until the aggregate amount of all such proceeds in such fiscal year shall
exceed $20.0 million, and (y) cash proceeds received by Holdings, the
Company or any of their Subsidiaries in connection with the Fraport Transactions
shall not constitute Net Proceeds, and

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

    (b)           100%
of the cash proceeds from the incurrence, issuance or sale by Holdings or any
Subsidiary of any Indebtedness (other than Excluded Indebtedness), net of all
taxes and fees (including investment banking fees), commissions, costs and other
expenses, in each case incurred in connection with such issuance or
sale.

     

    For
purposes of calculating the amount of Net Proceeds, fees, commissions and other
costs and expenses payable to Holdings or the Company or any Affiliate of either
of them shall be disregarded (except for transaction and similar fees customary
in type and amount paid to Blackstone).

     

    “New Commitment” shall
have the meaning assigned to such term in Section 2.23.

     

    “New Commitment Joinder Agreement”
shall have the meaning assigned to such term in Section 2.23.

     

    “New Lender” shall have
the meaning assigned to such term in Section 2.23.

     

    “New Revolving Facility
Commitment” shall have the meaning assigned to such term in Section
2.23.

     

    “New Revolving Facility
Lender” shall have the meaning assigned to such term in Section
2.23.

     

    “New Term Lender”
shall have the meaning assigned to such term in Section 2.23.

     

    “New Term Loan” shall have the
meaning assigned to such term in Section 2.23.

     

    “Non-Consenting
Lender” shall have the meaning assigned to such term in Section
2.19(c).

     

    “Obligations” shall
mean all amounts owing to the Administrative Agent or any Lender pursuant to the
terms of this Agreement or any other Loan Document.

     

    “Original Dollar Term
Loans” shall mean each Term Loan first incurred on the Effective Date as
a Term Loan denominated in Dollars and New Term Loans denominated in Dollars
that are deemed to be Original Dollar Term Loans pursuant to Section
2.23(a).

     

    “Original Euro Term
Loans” shall mean each Term Loan first incurred on the Effective Date as
a Term Loan denominated in Euros and New Term Loans denominated in Euros that
are deemed to be Original Euros Term Loans pursuant to Section
2.23(a).

     

    “Other Taxes” shall
mean any and all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment
made hereunder or from the execution, delivery or enforcement of, or otherwise
with respect to, the Loan Documents, and any and all interest and penalties
related thereto.

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

    “Parent” shall have
the meaning assigned to such term in the recitals to this
Agreement.

     

    “Parent Company” shall
mean Parent and any subsidiary of Parent that is 100% owned by Parent and which
owns directly or indirectly 100% of the issued and outstanding Equity Interests
of Holdings.

     

    “Participant” shall
have the meaning assigned to such term in Section 2.05(d).

     

    “PATRIOT Act” means
the Uniting And Strengthening America By Providing Appropriate Tools Required To
Intercept And Obstruct Terrorism (USA PATRIOT Act) Act of 2001.

     

    “PBGC” shall mean the
Pension Benefit Guaranty Corporation referred to and defined in
ERISA.

     

    “Perfection
Certificate” shall mean a certificate in the form of Exhibit II to the
U.S. Collateral Agreement or any other form approved by the Collateral
Agent.

     

    “Permitted Business
Acquisition” shall mean any acquisition of all or any portion of the
assets of, or all the Equity Interests (other than directors’ qualifying shares
and Equity Interests required to be held by employees under applicable foreign
law) in, a Person or division or line of business of a Person (or any subsequent
investment made in a Person, division or line of business previously acquired in
a Permitted Business Acquisition) if (a) such acquisition was not preceded by,
or effected pursuant to, an unsolicited or hostile offer and (b) immediately
after giving effect thereto:  (i) no Event of Default shall have
occurred and be continuing or would result therefrom; (ii) all transactions
related thereto shall be consummated in accordance with all material applicable
laws; and (iii) (A) to the extent applicable at such time, Holdings and the
Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to
such acquisition or formation, with the Financial Performance Covenant
recomputed as at the last day of the most recently ended fiscal quarter of
Holdings and the Subsidiaries included in the relevant Reference Period, and
Holdings shall have delivered to the Administrative Agent a certificate of a
Responsible Officer of Holdings to such effect, together with all relevant
financial information for such Subsidiary or assets, and (B) any acquired or
newly formed Subsidiary shall not be liable for any Indebtedness except for
Indebtedness permitted by Section 6.01.

     

    “Permitted Cure
Security” shall mean (i) any common equity security of Holdings and/or
(ii) any equity security of Holdings having no mandatory redemption, repurchase
or similar requirements prior to 91 days after the Term Loan Maturity Date, and
upon which all dividends or distributions (if any) shall be payable solely in
additional shares of such equity security.

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

    “Permitted
Investments” shall mean:

     

    (a)           direct
obligations of the United States of America or any member of the European Union
or any agency thereof or obligations guaranteed by the United States of America
or any member of the European Union or any agency thereof, in each case with
maturities not exceeding two years;

     

    (b)           time
deposit accounts, certificates of deposit and money market deposits maturing
within 180 days of the date of acquisition thereof issued by a bank or trust
company that is organized under the laws of the United States of America, any
state thereof or any foreign country recognized by the United States of America
having capital, surplus and undivided profits having a Dollar Equivalent that is
in excess of $500.0 million and whose long-term debt, or whose parent holding
company’s long-term debt, is rated A (or such similar equivalent rating or
higher by at least one nationally recognized statistical rating organization (as
defined in Rule 436 under the Securities Act);

     

    (c)           repurchase
obligations with a term of not more than 180 days for underlying securities of
the types described in clause (a) above entered into with a bank meeting the
qualifications described in clause (b) above;

     

    (d)           commercial
paper, maturing not more than one year after the date of acquisition, issued by
a corporation (other than an Affiliate of any Borrower) organized and in
existence under the laws of the United States of America or any foreign country
recognized by the United States of America with a rating at the time as of which
any investment therein is made of P-1 (or higher) according to Moody’s or A-1
(or higher) according to S&P;

     

    (e)           securities
with maturities of two years or less from the date of acquisition issued or
fully guaranteed by any State, commonwealth or territory of the United States of
America, or by any political subdivision or taxing authority thereof, and rated
at least A by S&P or A2 by Moody’s;

     

    (f)           shares
of mutual funds whose investment guidelines restrict 95% of such funds’
investments to those satisfying the provisions of clauses (a) through (e)
above;

     

    (g)           money
market funds that (i) comply with the criteria set forth in Rule 2a-7 under the
Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s
and (iii) have portfolio assets of at least $5,000.0 million;

     

    (h)           time
deposit accounts, certificates of deposit and money market deposits in an
aggregate face amount not in excess of 1/2 of 1% of the total assets of the
Company and the Subsidiaries, on a consolidated basis, as of the end of the
Company’s most recently completed fiscal year; and

     

    (i)           in
the case of the Captive Insurance Subsidiaries only, other investments
customarily held by the Captive Insurance Subsidiaries in the ordinary course of
their business, including without limitation pledging cash (utilizing a trust or
other mechanism if elected by the Company) as permitted by Section
6.02.

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

    “Permitted Receivables
Documents” shall mean all documents and agreements evidencing, relating
to or otherwise governing a Permitted Receivables Financing.

     

    “Permitted Receivables
Financing” shall mean one or more transactions pursuant to which (i)
Receivables Assets or interests therein are sold to or financed by one or more
Special Purpose Receivables Subsidiaries, and (ii) such Special Purpose
Receivables Subsidiaries finance their acquisition or maintenance of such
Receivables Assets or interests therein, or the financing thereof, by selling or
borrowing against such Receivables Assets; provided that (A)
recourse to Holdings or any Subsidiary (other than Special Purpose Receivables
Subsidiaries) in connection with such transactions shall be limited to the
extent customary for similar transactions in the applicable jurisdictions
(including, to the extent applicable, in a manner consistent with the delivery
of a “true sale” or “absolute transfer” opinion with respect to any transfer by
Holdings or any Subsidiary (other than a Special Purpose Receivables Subsidiary)
and purchase price percentages being reasonably satisfactory to the
Administrative Agent) and (B) the aggregate Receivables Net Investment since the
Effective Date shall not exceed $200.0 million at any time.

     

    “Permitted Refinancing
Indebtedness” shall mean any Indebtedness issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund (collectively, to “Refinance”), the
Indebtedness being Refinanced (or previous refinancings thereof constituting
Permitted Refinancing Indebtedness); provided that (a) the
principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted
value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued
interest and premium thereon and plus gross-up for prepayment premiums on the
Indebtedness being refinanced and other customary fees and expenses), (b) the
average life to maturity of such Permitted Refinancing Indebtedness is greater
than or equal to the remaining average life to maturity of the Indebtedness
being Refinanced, (c) if the Indebtedness being Refinanced is subordinated in
right of payment to any portion of the Obligations under this Agreement, such
Permitted Refinancing Indebtedness shall be subordinated in right of payment to
such portions of such Obligations on terms at least as favorable to the Lenders
in all material respects as those contained in the documentation governing the
Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness shall
have different required obligors or greater required guarantees or security,
than the Indebtedness being Refinanced (giving effect to, and permitting,
customary “after acquired property” and “future subsidiary guarantor” clauses
substantially consistent with those in the Indebtedness being Refinanced) and
(e) if the Indebtedness being Refinanced is secured by any collateral that also
secures the Obligations (whether equally and ratably with, or junior to, the
Secured Parties or otherwise), such Permitted Refinancing Indebtedness may be
secured by such collateral (including, in respect of working capital facilities
of Foreign Subsidiaries otherwise permitted under this Agreement only, any
collateral pursuant to after-acquired property clauses to the extent any such
collateral secured the Indebtedness being Refinanced) on terms (including
relative priority) no less favorable to the Secured Parties than those contained
in the documentation governing the Indebtedness being Refinanced.

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

    “Person” shall mean
any natural person, corporation, business trust, joint venture, association,
company, partnership, limited liability company or individual or family trusts,
or any Governmental Authority.

     

    “Plan” shall mean any
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code and in respect of
which Holdings, the Company, any Subsidiary (including the Company) or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.

     

    “Pledged Collateral”
shall mean “Pledged Collateral” as such term is defined in the U.S. Collateral
Agreement, and all property pledged pursuant to each Alternate Pledge Agreement
and each Foreign Pledge Agreement, as applicable.

     

    “Presumed Tax Rate”
shall mean the highest effective marginal statutory combined U.S. federal, state
and local income tax rate prescribed for an individual residing in New York City
(taking into account (i) the deductibility of state and local income taxes for
U.S. federal income tax purposes, assuming the limitation of Section 68(a)(2) of
the Code applies and taking into account any impact of the Code, and (ii) the
character (long-term or short-term capital gain, dividend income or other
ordinary income) of the applicable income).

     

    “Prime Rate” shall
mean the rate of interest per annum announced from time to time by DBNY as its
prime rate in effect at its principal office in New York City; each change in
the Prime Rate shall be effective on the date such change is publicly announced
as being effective.

     

    “Pro Forma Basis”
shall mean, as to any Person, for any events as described in clauses (i) and
(ii) below that occur subsequent to the commencement of a period for which the
financial effect of such events is being calculated, and giving effect to the
events for which such calculation is being made, such calculation as will give
pro forma
effect to such events as if such events occurred on the first day of the four
consecutive fiscal quarter period ended on or before the occurrence of such
event and for which financial statements required under Section 5.04(a) or (b)
have been delivered or the period for delivery of which in compliance with
Section 5.04(a) or (b) has passed (the “Reference
Period”):

     

                    (i)in making any determination of
EBITDA, pro
forma effect shall be given to (A) any Asset Disposition and any Asset
Acquisition (or any similar transaction or transactions that require a waiver or
consent of the Required Lenders pursuant to Section 6.04 or 6.05), in each case
that occurred during the Reference Period (or, in the case of determinations
made pursuant to the definition of the term “Asset Acquisition,” occurring
during the Reference Period or thereafter and through and including the date
upon which the respective Asset Acquisition is consummated), (B) any part of the
business of Holdings and its Subsidiaries being designated as a discontinued
operation during the Reference Period where the fair market value of all such
designations exceeds $15.0 million for such period and (C) any designation of
any Subsidiary as an Unrestricted Subsidiary and any Subsidiary
Redesignation;

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

                    (ii)in making any determination on a Pro
Forma Basis, (x) all Indebtedness (including Indebtedness incurred or assumed
and for which the financial effect is being calculated, whether incurred under
this Agreement or otherwise, but excluding normal fluctuations in revolving
Indebtedness incurred for working capital purposes and excluding any Permitted
Indebtedness incurred on (but not prior to) the date of determination not to
finance any acquisition) incurred or permanently repaid during the Reference
Period (or, in the case of determinations made pursuant to the definition of the
term “Asset Acquisition,” incurred or permanently repaid during the Reference
Period or thereafter and through and including the date upon which the
respective Asset Acquisition is consummated) shall be deemed to have been
incurred or repaid at the beginning of such period and (y) Interest Expense of
such Person attributable to interest on any Indebtedness, for which pro forma effect is
being given as provided in preceding clause (x), bearing floating interest rates
shall be computed on a pro forma basis as if
the rates that would have been in effect during the period for which pro forma effect is
being given had been actually in effect during such periods.  Interest
on Indebtedness that may optionally be determined at an interest rate based upon
a factor of a prime or similar rate, a eurocurrency interbank offered rate, or
other rate, shall be deemed to have been based upon the rate actually chosen,
or, if none, then based upon such optional rate chosen as Holdings may
reasonably designate in good faith; and

     

                    (iii)in making any determination in
connection with any designation of any Subsidiary as an Unrestricted Subsidiary
and any Subsidiary Redesignation, (A) any Subsidiary Redesignation then being
designated, effect shall be given to such Subsidiary Redesignation and all other
Subsidiary Redesignations after the first day of the relevant Reference Period
and on or prior to the date of the respective Subsidiary Redesignation then
being designated, collectively, and (B) any designation of a Subsidiary as
an Unrestricted Subsidiary, effect shall be given to such designation and all
other designations of Subsidiaries as Unrestricted Subsidiaries after the first
day of the relevant Reference Period and on or prior to the date of the then
applicable designation of a Subsidiary as an Unrestricted Subsidiary,
collectively.

     

    Pro forma
calculations made pursuant to the definition of the term “Pro Forma Basis” shall
be determined in good faith by a Responsible Officer of the Company and (x) for
any fiscal period ending on or prior to the first anniversary of an Asset
Acquisition or Asset Disposition (or any similar transaction or transactions
that require a waiver or consent of the Required Lenders under Section 6.04 or
6.05), may include adjustments to reflect operating expense reductions and other
operating improvements or synergies reasonably expected to result from such
Asset Acquisition, Asset Disposition or other similar transaction, to the extent
that the Company delivers to the Administrative Agent (i) a certificate of a
Financial Officer of the Company setting forth such operating expense reductions
and other operating improvements or synergies and (ii) information and
calculations supporting in reasonable detail such estimated operating expense
reductions and other operating improvements or synergies, and (y) for any fiscal
period ending prior to the first anniversary of the Effective Date, pro forma effect
shall be given to the Transaction in determining EBITDA so long as the required
certifications described in preceding clause (x) are specifically included in
reasonable detail in the respective officer’s certificate and related
information and calculations.

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

    “Projections” shall
mean the projections of Holdings and the Subsidiaries included in the
Confidential Information Memorandum and any other projections and any
forward-looking statements (including statements with respect to booked
business) of such entities furnished to the Lenders or the Administrative Agent
in connection with the events described in clause (i) of the definition of
Transaction by or on behalf of Holdings, the Company or any of the Subsidiaries
prior to the Effective Date.

     

    “Quasi-Foreign
Subsidiary” shall mean a Subsidiary (i) substantially all of whose assets
consist, directly or indirectly, of Equity Interests in Foreign Subsidiaries and
which does not conduct any other business, incur any material liabilities other
than liabilities incidental to ownership of such Equity Interests and
liabilities related to its existence, incur any indebtedness other than pursuant
to the Loan Documents or hold any material assets other than such Equity
Interests or (ii) that is treated as a disregarded entity for U.S. federal
income tax purposes and that owns more than 65% of the voting Equity Interests
in a Foreign Subsidiary or a Subsidiary described in (i) above.

     

    “Quotation Day” shall
mean, with respect to any Eurocurrency Borrowing or Swingline Euro Borrowing and
any Interest Period, the day on which it is market practice in the relevant
interbank market for prime banks to give quotations for deposits in the currency
of such Borrowing for delivery on the first day of such Interest Period, which,
in the case of any Eurocurrency Borrowing, shall be the date that is two
Business Days prior to the first day of such Interest Period.  If such
quotations would normally be given by prime banks on more than one day, the
Quotation Day will be the last of such days.

     

    “Real Property Officer’s
Certificate” shall mean an officer’s certificate in the form of Exhibit E
hereto.

     

    “Receivables Assets”
shall mean accounts receivable (including any bills of exchange) and related
assets and property from time to time originated, acquired or otherwise owned by
Holdings or any Subsidiary.

     

    “Receivables Net
Investment” shall mean the aggregate cash amount paid by the lenders to,
or purchasers of Receivables Assets from, Loan Parties under any Permitted
Receivables Financing in connection with their purchase of, or the making of
loans secured by, Receivables Assets or interests therein, as the same may be
reduced from time to time by collections with respect to such Receivables Assets
and the amount of such Receivables Assets that become defaulted accounts
receivable or otherwise in accordance with the terms of the Permitted
Receivables Documents; provided, however, that if all
or any part of such Receivables Net Investment shall have been reduced by
application of any distribution and thereafter such distribution is rescinded or
must otherwise be returned for any reason, such Receivables Net Investment shall
be increased by the amount of such distribution, all as though such distribution
had not been made.

     

    “Reference Period”
shall have the meaning assigned to such term in the definition of the term “Pro
Forma Basis.”

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

    “Refinance” shall have
the meaning assigned to such term in the definition of the term “Permitted
Refinancing Indebtedness,” and “Refinanced” shall
have a meaning correlative thereto.

     

    “Refinanced Term
Loans” shall have the meaning assigned to such term in Section
9.08(e).

     

    “Register” shall have
the meaning assigned to such term in Section 9.04(b).

     

    “Regulation U” shall
mean Regulation U of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof.

     

    “Regulation X” shall
mean Regulation X of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof.

     

    “Reinvestment
Proceeds” shall have the meaning assigned to such term in the definition
of “Net Proceeds.”

     

    “Related Parties”
shall mean, with respect to any specified Person, such Person’s Affiliates and
the respective directors, officers, employees, agents and advisors of such
Person and such Person’s Affiliates.

     

    “Release” shall mean
any spilling, leaking, seepage, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, disposing, depositing,
emanating or migrating in, into, onto or through the Environment.

     

    “Remaining Note
Amount” shall have the meaning assigned to such term in Section
5.08.

     

    “Remaining Notes”
shall have the meaning assigned to such term in Section 5.08.

     

    “Remaining Present
Value” shall mean, as of any date with respect to any lease, the present
value as of such date of the scheduled future lease payments with respect to
such lease, determined with a discount rate equal to a market rate of interest
for such lease reasonably determined at the time such lease was entered
into.

     

    “Reorganization” shall
have the meaning assigned to such term in the recitals to this
Agreement.

     

    “Replacement Term
Loans” shall have the meaning assigned to such term in Section
9.08(e).

     

    “Reportable Event”
shall mean any reportable event as defined in Section 4043(c) of ERISA or the
regulations issued thereunder, other than those events as to which the 30-day
notice period referred to in Section 4043(c) of ERISA has been waived, with
respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is
considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section
414 of the Code).

     

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

    “Request to Issue”
shall have the meaning assigned to such term in Section 2.05(b).

     

    “Required Lenders”
shall mean, at any time, Lenders having (a) Term Loan Exposures, (b) Revolving
Facility Credit Exposures, (c) Available Revolving Unused Commitments (if prior
to the termination thereof) and (d) Credit-Linked Commitments (or after the
termination thereof, CL Percentages of the CL Exposure) that taken together,
represent more than 50% of the sum of (w) all Term Loan Exposures, (x) all
Revolving Facility Credit Exposures, (y) the total Available Revolving Unused
Commitments (if prior to the termination thereof) and (z) the Total
Credit-Linked Commitment (or after the termination thereof, the CL Exposure) at
such time.  The Term Loan Exposure, Revolving Facility Credit
Exposure, Available Revolving Unused Commitment and Credit-Linked Commitment of
any Defaulting Lender shall be disregarded in determining Required Lenders at
any time.

     

    “Requirement of Law”
shall mean, as to any Person, any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental Authority,
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.

     

    “Reserve Account”
shall have the meaning assigned to such term in Section 10.02(a).

     

    “Reset Date” shall
have the meaning assigned to such term in Section 1.03(a).

     

    “Responsible Officer”
of any Person shall mean any executive officer or Financial Officer of such
Person and any other officer or similar official thereof responsible for the
administration of the obligations of such Person in respect of this
Agreement.

     

    “Restricted Payments”
shall have the meaning assigned to such term in Section 6.06.

     

    “Revolving Availability
Period” shall mean the period from and including the Effective Date to
but excluding the earlier of the Revolving Facility Maturity Date and in the
case of each of the Revolving Facility Loans, Revolving Facility Borrowings,
Swingline Dollar Loans, Swingline Dollar Borrowings, Swingline Euro Loans and
Swingline Euro Borrowings and RF Letters of Credit, the date of termination of
the Revolving Facility Commitments.

     

    “Revolving Borrower
Agreement” shall mean a Subsidiary Borrower Agreement substantially in
the form of Exhibit
G-1.

     

    “Revolving Borrower
Termination” shall mean a Subsidiary Borrower Termination substantially
in the form of Exhibit
G-2.

     

    “Revolving Borrowers”
shall mean (x) CAC and the Company (each of which shall have a Maximum Credit
Limit at any time equal to the Dollar Equivalent of the aggregate Revolving
Facility Commitments at such time) and (y) from the date of the execution and
delivery to the Administrative Agent by it of a Revolving Borrower Agreement to
but not including the date of the execution and delivery to the Administrative
Agent by it of a Revolving Borrower Termination, each Subsidiary of the Company
designated as a Revolving Borrower by the Company pursuant to Section
2.20.

     

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

    “Revolving Facility”
shall mean the Revolving Facility Commitments and the extensions of credit made
hereunder by the Revolving Facility Lenders.

     

    “Revolving Facility
Borrowing” shall mean a Borrowing comprised of Revolving Facility
Loans.

     

    “Revolving Facility
Commitment” shall mean, with respect to each Revolving Facility Lender,
the commitment of such Revolving Facility Lender to make Revolving Facility
Loans pursuant to Section 2.01, expressed as an amount representing the maximum
aggregate permitted amount of such Revolving Facility Lender’s Revolving
Facility Credit Exposure hereunder, as such commitment may be (a) reduced from
time to time pursuant to Section 2.08 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender under Section
9.04.  The aggregate amount of the Revolving Facility Commitments on
the Effective Date is $650.0 million and for each Revolving Facility Lender is
set forth opposite such Lender’s name on Schedule 2.01 in the
applicable column.

     

    “Revolving Facility Credit
Exposure” shall mean, at any time, the sum of (a) the aggregate principal
amount of the Revolving Facility Loans denominated in Dollars outstanding at
such time, (b) the Dollar Equivalent of the aggregate principal amount of the
Revolving Facility Loans denominated in Euros outstanding at such time, (c) the
Swingline Dollar Exposure at such time, (d) the Swingline Euro Exposure at such
time and (e) the Revolving L/C Exposure at such time.  The Revolving
Facility Credit Exposure of any Revolving Facility Lender at any time shall be
the sum of (a) the aggregate principal amount of such Revolving Facility
Lender’s Revolving Facility Loans denominated in Dollars outstanding at such
time, (b) the Dollar Equivalent of the aggregate principal amount of Revolving
Facility Lender’s Revolving Facility Loans denominated in Euros outstanding at
such time and (c) such Revolving Facility Lender’s Revolving Facility Percentage
of the Swingline Dollar Exposure, Swingline Euro Exposure and Revolving L/C
Exposure at such time.

     

    “Revolving Facility
Lender” shall mean a Lender with a Revolving Facility Commitment or with
outstanding Revolving Facility Loans.

     

    “Revolving Facility
Loan” shall mean a Loan made by a Revolving Facility Lender pursuant to
Section 2.01(b).  Each Revolving Facility Loan denominated in Dollars
shall be a Eurocurrency Loan or an ABR Loan, and each Revolving Facility Loan
denominated in Euros shall be a Eurocurrency Loan.

     

    “Revolving Facility Maturity
Date” shall mean the sixth anniversary of the Effective
Date.

     

    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    

    “Revolving Facility
Percentage” shall mean, with respect to any Revolving Facility Lender,
the percentage of the total Revolving Facility Commitments represented by such
Lender’s Revolving Facility Commitment.  If the Revolving Facility
Commitments have terminated or expired, the Revolving Facility Percentages shall
be determined based upon the Revolving Facility Commitments most recently in
effect, giving effect to any assignments pursuant to Section 9.04.

     

    “Revolving L/C
Exposure” shall mean at any time the sum of (a) the aggregate
undrawn amount of all RF Letters of Credit denominated in Dollars outstanding at
such time, (b) the Dollar Equivalent of the aggregate undrawn amount of all
RF Letters of Credit denominated in Euros or Alternative Currencies outstanding
at such time, (c) the aggregate principal amount of all Dollar L/C Disbursements
made in respect of RF Letters of Credit that have not yet been reimbursed at
such time and (d) the Dollar Equivalent of the aggregate principal amount
of Euro L/C Disbursements and Alternative Currency L/C Disbursements made in
respect of RF Letters of Credit that have not yet been reimbursed at such
time.  The Revolving L/C Exposure of any Revolving Facility Lender at
any time shall mean its Revolving Facility Percentage of the aggregate Revolving
L/C Exposure at such time.

     

    “RF Commitment Fee”
shall have the meaning assigned to such term in Section 2.12(a).

     

    “RF Letter of Credit”
shall mean each Letter of Credit designated as such pursuant to Schedule 2.05(a) or
the relevant Request to Issue (although any RF Letter of Credit initially
designated as such shall cease to constitute an RF Letter of Credit upon its
re-designation as a CL Letter of Credit pursuant to Section
2.05(b)).

     

    “RF Reserve Account”
shall have the meaning assigned to such term in Section 10.02(a).

     

    “S&P” shall mean
Standard & Poor’s Ratings Group, Inc.

     

    “Sale and Lease-Back
Transaction” shall have the meaning assigned to such term in Section
6.03.

     

    “Screen Rate” shall
mean:

     

    (a)           for
Loans denominated in Dollars, the British Bankers Association Interest
Settlement Rate commonly referred to as LIBOR; and

     

    (b)           for
Loans denominated in Euros, the percentage rate per annum determined by the
Banking Federation of the European Union commonly referred to as EURIBOR,
for the
applicable Interest Period displayed on the appropriate page of the Reuters
screen selected by the Administrative Agent (it being understood that such page
is LIBOR 01 with respect to LIBOR and EURIBOR 01 with respect to EURIBOR as of
the date hereof).  If the relevant page is replaced or the service
ceases to be available, the Administrative Agent (after consultation with the
Company and the Lenders) may specify another page or service displaying the
appropriate rate.

     

    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    

     “SEC” shall mean the
Securities and Exchange Commission or any successor thereto.

     

    “Second
Lien Facility” means a senior secured credit facility providing for the
making of term loans to the Company, which credit facility may be secured by
Second Priority Liens and may be guaranteed by each Guarantor; provided that
(a) the stated maturity date of the Indebtedness under such credit facility will
not be prior to the date that is 91 days after the Maturity Date of the Term
Loans, (b) such credit facility shall provide for no scheduled amortization,
payments of principal, sinking fund or similar scheduled payments (other than
regularly scheduled payments of interest), (c) such credit facility has
covenant, default and remedy provisions and provisions relating to mandatory
prepayment, repurchase, redemption and offers to purchase that, taken as a
whole, are consistent with those customarily found in second lien financings and
(d) concurrently with the effectiveness of such credit facility, the Second Lien
Intercreditor Agreement shall have been entered into and shall at all times
thereafter be in full force and effect.

     

    “Second Lien Intercreditor
Agreement” shall have the meaning given to such term in the definition of
the term “Second Priority Liens.”

     

    “Second Priority
Liens” shall mean second priority Liens securing a Second Lien Facility
consisting solely of Indebtedness permitted to be incurred under Section
6.01(h), (i), (k) or (l); provided that an
intercreditor agreement (the “Second Lien Intercreditor
Agreement”) shall document  the “silent” second lien status of the
collateral package for the second lien facility, which shall provide, among
other things to be determined by the Administrative Agent based on then current
market practice and reasonably satisfactory to the Company, that (a) at any time
that the Loans or Commitments under this Agreement or any refinancing thereof
are outstanding, the agent and lenders under the second lien facility (the
“Second Lien
Lenders”) will not exercise their remedies with respect to the common
collateral in the case of a non-payment default for at least 270 days, or in the
case of a payment default, for at least 180 days, after delivery of notice to
the Lenders under this Agreement and any other holders of a first lien on the
Collateral (the “Senior Lienholders”),
(b) the Second Lien Lenders will not object to the value of the Senior
Lienholders’ claims, or receive any proceeds of common collateral in respect of
their secured claim in a reorganization (other than reorganization
securities that, if issued and if secured, will maintain the same second lien
priority in common collateral as any secured reorganization securities received
by the Lenders under this Agreement and be subject to the Second Lien
Intercreditor Agreement) until the Senior Lienholders are repaid in cash in
full, (c) the Second Lien Lenders will not object to a “debtor-in-possession”
financing provided by, or supported by, the Senior Lienholders, on market
terms, (d) the Second Lien Lenders will not object to the Senior Lienholders’
adequate protection (and the Second Lien Lenders will be entitled to seek
adequate protection themselves and will be entitled to seek a second lien
on any additional collateral given to the Senior Lienholders as adequate
protection, and the Senior Lienholders will be entitled to a first lien on any
additional collateral given to the Second Lien Lenders as adequate protection in
respect of their secured claim in the common collateral), (e) the Second
Lien Intercreditor Agreement shall bind the Second Lien Lenders with respect to
any refinancings of the Senior Credit Facilities, (f) except with respect to
certain customary limitations on contesting the liens and priorities and on
actions in insolvency and liquidation proceedings, the Second Lien Lenders will
retain all rights and remedies available to an unsecured creditor and (g) the
second lien facility will not be granted a security interest in any collateral
other than collateral in which the Senior Lienholders are granted a first lien
security interest.

     

    
      
        
        

      

      
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    “Secured Parties”
shall mean the “Secured Parties” as defined in the U.S. Collateral
Agreement.

     

    “Securities Act” shall
mean the Securities Act of 1933, as amended.

     

    “Security Documents”
shall mean, at any time, each of the Mortgages, the U.S. Collateral Agreement
and all Supplements thereto, the Holdings Agreement, any Foreign Pledge
Agreement then in effect, any Alternate Pledge Agreement then in effect, and
each of the security agreements, mortgages and other instruments and documents
executed and delivered pursuant to any of the foregoing or pursuant to Section
4.02, 5.10 or 5.13.

     

    “Senior Credit
Facilities” shall mean the Term Loan Facility, Revolving Facility and
Credit-Linked Deposits provided for hereunder.

     

    “Senior Discount
Notes” shall have the meaning assigned to such term in the recitals to
this Agreement.

     

    “Senior Subordinated
Notes” shall have the meaning assigned to such term in the recitals to
this Agreement.

     

    “Special Purpose Receivables
Subsidiary” shall mean a direct or indirect Subsidiary of the Company
established in connection with a Permitted Receivables Financing for the
acquisition of Receivables Assets or interests therein, and which is organized
in a manner intended to reduce the likelihood that it would be substantively
consolidated with Holdings or any of the Subsidiaries (other than Special
Purpose Receivables Subsidiaries) in the event Holdings or any such Subsidiary
becomes subject to a proceeding under the U.S. Bankruptcy Code (or other
insolvency law).

     

    “Specified Loan Party”
shall mean at any time a Loan Party at such time if the Obligations owing by it
(directly or by guarantee) are unsecured by a Lien on its assets.

     

    “Statutory Reserves”
shall mean, with respect to any currency, any reserve, liquid asset or similar
requirements established by any Governmental Authority of the United States of
America or of the jurisdiction of such currency or any jurisdiction in which
Loans in such currency are made to which banks in such jurisdiction are subject
for any category of deposits or liabilities customarily used to fund loans in
such currency or by reference to which interest rates applicable to Loans in
such currency are determined.

     

    “Sterling” or “₤” shall mean lawful
money of the United Kingdom.

     

    “Subordinated Intercompany
Debt” shall have the meaning assigned to such term in Section
6.01(e).

     

    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    

    “subsidiary” shall
mean, with respect to any Person (herein referred to as the “parent”), any
corporation, partnership, association or other business entity of which
securities or other ownership interests representing more than 50% of the equity
or more than 50% of the ordinary voting power or more than 50% of the general
partnership interests are, at the time any determination is being made, directly
or indirectly, owned, Controlled, or held (or that is, at the time any
determination is made, otherwise Controlled) by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent.

     

    “Subsidiary” shall
mean, unless the context otherwise requires, a subsidiary of Holdings, it being
understood that no subsidiary of Holdings properly designated as an Unrestricted
Subsidiary pursuant to the definition thereof shall constitute a Subsidiary;
provided that
Estech GmbH & Co. KG and Estech Managing GmbH shall not constitute
Subsidiaries.

     

    “Subsidiary Borrower”
shall mean CAC and each other Subsidiary that is a Subsidiary Revolving
Borrower.

     

    “Subsidiary Loan
Party” shall mean (i) each Subsidiary that is a Domestic Subsidiary Loan
Party and (ii) each Subsidiary that is a Foreign Subsidiary Loan
Party.

     

    “Subsidiary
Redesignation” shall have the meaning assigned to such term in the
definition of “Unrestricted Subsidiary.”

     

    “Supplement” shall
have the meaning assigned to that term in the U.S. Collateral
Agreement.

     

    “Swap Agreement” shall
mean any agreement with respect to any swap, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference
to, one or more rates, currencies, commodities, equity or debt instruments or
securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any combination
of these transactions, provided that no
phantom stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of
Holdings or any of its Subsidiaries shall be a Swap Agreement.

     

    “Swingline Borrower”
shall mean and include each Domestic Swingline Borrower and each Foreign
Swingline Borrower.

     

    “Swingline Borrowing
Request” shall mean a request substantially in the form of Exhibit
C.

     

    “Swingline Dollar
Borrowing” shall mean a Borrowing comprised of Swingline Dollar
Loans.

     

    “Swingline Dollar
Commitment” shall mean, with respect to each Swingline Dollar Lender, the
commitment of such Swingline Dollar Lender to make Swingline Dollar Loans
pursuant to Section 2.04.  The amount of each Swingline Dollar
Lender’s Swingline Dollar Commitment on the Effective Date is set forth on Schedule 2.04 as the
same may be modified at the request of the Company with the consent of any
Revolving Facility Lender being added as a Swingline Dollar Lender and the
Administrative Agent.  The aggregate amount of the Swingline Dollar
Commitments on the Effective Date is $200.0 million.

     

    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    

    “Swingline Dollar
Exposure” shall mean at any time the aggregate principal amount of all
outstanding Swingline Dollar Borrowings at such time.  The Swingline
Dollar Exposure of any Revolving Facility Lender at any time shall mean its
Revolving Facility Percentage of the aggregate Swingline Dollar Exposure at such
time.

     

    “Swingline Dollar
Lender” shall mean a Lender with a Swingline Dollar Commitment or
outstanding Swingline Dollar Loans.

     

    “Swingline Dollar
Loans” shall mean the swingline loans denominated in Dollars and made
pursuant to Section 2.04.

     

    “Swingline Euro
Borrowing” shall mean a Borrowing comprised of Swingline Euro
Loans.

     

    “Swingline Euro
Commitment” shall mean, with respect to each Swingline Euro Lender, the
commitment of such Swingline Euro Lender to make Swingline Euro Loans pursuant
to Section 2.04.  The amount of each Swingline Euro Lender’s Swingline
Euro Commitment on the Effective Date is set forth on Schedule 2.04 as the
same may be modified at the request of the Company with the consent of any
Revolving Facility Lender being added as a Swingline Euro Lender and the
Administrative Agent.  The aggregate amount of the Swingline Euro
Commitments on the Effective Date is €75.0 million.

     

    “Swingline Euro
Exposure” shall mean at any time the Dollar Equivalent of the aggregate
principal amount of all outstanding Swingline Euro Loans at such
time.  The Swingline Euro Exposure of any Revolving Facility Lender at
any time shall mean its Revolving Facility Percentage of the aggregate Swingline
Euro Exposure at such time.

     

    “Swingline Euro
Lender” shall mean a Lender with a Swingline Euro Commitment or
outstanding Swingline Euro Loans.

     

    “Swingline Euro Loans”
shall mean the swingline loans denominated in Euros and made to a Foreign
Swingline Borrower pursuant to Section 2.04.

     

    “Swingline Exposure”
shall mean at any time the sum of the Swingline Dollar Exposure and the
Swingline Euro Exposure.

     

    “Swingline Lender”
shall mean any of (i) the Swingline Dollar Lenders, in their respective
capacities as Lenders of Swingline Dollar Loans, and (ii) the Swingline Euro
Lenders, in their respective capacities as Lenders of Swingline Euro
Loans.

     

    “Swingline Loans”
shall mean the Swingline Dollar Loans and the Swingline Euro Loans.

     

    
      
        
        

      

      
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    “Syndication Agent”
shall have the meaning assigned to such term in the introductory paragraph of
this Agreement.

     

    “Tax Distribution”
shall mean any distribution described in Section 6.06(b)(A)(i).

     

    “Taxes” shall mean any
and all present or future taxes, levies, imposts, duties (including stamp
duties), deductions, charges (including ad valorem charges) or withholdings
imposed by any Governmental Authority and any and all interest and penalties
related thereto.

     

    “Term Borrowing” shall
mean a borrowing of Term Loans.

     

    “Term Lender” shall
mean a Lender with outstanding Term Loans.

     

    “Term Loan” shall mean
each (x) Dollar Term Loan made pursuant to Section 2.01(a) up to an aggregate
amount not to exceed $2,280.0 million, (y) Euro Term Loan made pursuant to
Section 2.01(a) up to an aggregate amount not to exceed €400.0 million and (x)
New Term Loan, if any, made pursuant to Section 2.23.

     

    “Term Loan Exposure”
shall mean, at any time, the sum of (a) the aggregate principal amount of the
Dollar Term Loans outstanding at such time and (b) the Dollar Equivalent of the
aggregate principal amount of the Euro Term Loans outstanding at such
time.  The Term Loan Exposure of any Lender at any time shall be the
sum of (a) the aggregate principal amount of such Lender’s Dollar Term Loans
outstanding at such time and (b) the Dollar Equivalent of the aggregate
principal amount of such Lender’s Euro Term Loans outstanding at such
time.

     

    “Term Loan Facility”
shall mean and include (i) the commitments under Section 2.01(a) to make Term
Loans on the Effective Date, and the Term Loans made pursuant thereto and (ii)
the commitments under Section 2.23 to make New Term Loans, and the New Term
Loans made pursuant thereto.

     

    “Term Loan Maturity
Date” shall mean the seventh anniversary of the Effective
Date.

     

    “Test Period” shall
mean, on any date of determination, the period of four consecutive fiscal
quarters (taken as one accounting period) of Holdings then most recently ended
for which financial statements required pursuant to Section 5.04(a) or (b) have
been delivered (provided that if a
Default exists in the delivery of financial statements as required, then the
Test Period shall include the fiscal periods in respect of which such Default
exists).

     

    “Topco” shall mean
Crystal US Holdings 3 L.L.C., a Delaware limited liability company.

     

    “Total Credit-Linked
Commitment” shall mean, at any time, the sum of the Credit-Linked
Commitments of each of the CL Lenders at such time, which on the Effective Date
shall equal $228,000,000.

     

    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    

    “Total Net Leverage
Ratio” shall mean, on any date, the ratio of (a) Consolidated Net Debt as
of such date to (b) EBITDA for the relevant Test Period; provided that if any
Asset Disposition, any Asset Acquisition (or any similar transaction or
transactions that require a waiver or consent by the Required Lenders under
Section 6.04 or 6.05), any Investment the aggregate amount of which exceeds
$15.0 million or incurrence or repayment of Indebtedness (excluding normal
fluctuations in revolving Indebtedness incurred for working capital purposes and
excluding any Indebtedness permitted to be incurred by Section 6.01 (other than
Section 6.01(1)) and incurred on (but not prior to) the date of determination)
has occurred, or any part of the business of Holdings and its Subsidiaries is
designated as a discontinued operation to the extent the aggregate fair market
value of all such designations exceeds $15.0 million, or any Subsidiary has been
designated as an Unrestricted Subsidiary or any Subsidiary Redesignation has
occurred, in each case during the relevant Test Period or in the case of any
Asset Acquisition, after the last day of the Test Period and on or prior to the
date as of which such ratio is being calculated (the period from the first day
of the Test Period to and including such date of determination being the “Calculation Period”),
Consolidated Net Debt and EBITDA shall be determined for the respective Test
Period on a Pro Forma Basis for such occurrences and designations.

     

    “Total Unutilized
Credit-Linked Commitment” shall mean, at any time, an amount equal to the
remainder of (x) the Total Credit-Linked Commitment then in effect less (y) the CL
Exposure at such time.

     

    “Transaction” shall
mean (i) the refinancing of the Existing Credit Agreement, (ii) the Debt
Tender Offer, (iii) the Equity Tender Offer (and/or one or more other purchases
of the Equity Interests of Parent at any time and whether or not in connection
with the Equity Tender Offer in an aggregate amount which, when added to the
amount of such purchases pursuant to the Equity Tender Offer, does not exceed
$400 million), (iv) the Reorganization, (v) the initial borrowings under Section
2.01(a) hereof, and (vi) the payment of all prepayment premiums and costs, fees
and expenses to be paid in connection with the foregoing.

     

    “Transaction Costs”
shall mean the out-of-pocket costs and expenses incurred by Holdings or any
Subsidiary in connection with the Transaction, the financing of the Transaction
and any refinancing of such financing (including fees paid to the
Lenders).

     

    “Type,” when used in
respect of any Loan or Borrowing, shall refer to the Rate by reference to which
interest on such Loan or on the Loans comprising such Borrowing is
determined.  For purposes hereof, the term “Rate” shall include
the Adjusted LIBO Rate and the Alternate Base Rate; provided that Dollar
Term Loans and Euro Term Loans shall be of a different Type.

     

    “Unrestricted
Subsidiary” shall mean any subsidiary designated by Holdings as an
Unrestricted Subsidiary hereunder by a written notice to the Administrative
Agent; provided
that Holdings shall only be permitted to so designate a new Unrestricted
Subsidiary after the Effective Date so long as (a) no Default or Event of
Default exists or would result therefrom at such time of designation, (b) after
giving effect to such designation on a Pro Forma Basis, Holdings shall be in
compliance with the Incurrence Ratios, (c) such Unrestricted Subsidiary
shall be capitalized (to the extent capitalized by Holdings or any Subsidiary)
through Investments as permitted by, and in compliance with, Section 6.04(b) or
(l), with the excess, if any, of the fair market value of any assets owned by
such Unrestricted Subsidiary at the time of the initial designation thereof over
the aggregate liabilities thereof at such time (each as determined in good faith
by Holdings) (the “Designation Investment
Value”) to be treated as an Investment by Holdings at the time of such
designation pursuant to Section 6.04(b), and (d) such Subsidiary shall have been
designated an unrestricted subsidiary (or otherwise not subject to the covenants
and defaults) under any other Indebtedness permitted to be incurred herein and
all Permitted Refinancing Indebtedness in respect of any of the foregoing and
all Disqualified Stock (other than Indebtedness or Disqualified Stock of such
Subsidiary or other Unrestricted Subsidiaries); provided that the
Company shall designate such entity as an Unrestricted Subsidiary in a written
notice to the Administrative Agent.  Holdings may designate any
Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each,
a “Subsidiary
Redesignation”); provided that (i)
such Unrestricted Subsidiary, both immediately before and after giving effect to
such designation, shall be a Wholly Owned Subsidiary of Holdings, (ii) no
Default or Event of Default then exists or would occur at such time as a
consequence of any such Subsidiary Redesignation, (iii) calculations are made by
Holdings of compliance with Section 6.10 for the relevant Test Period, on a Pro
Forma Basis as if the respective Subsidiary Redesignation (as well as all other
Subsidiary Redesignations theretofore consummated after the first day of such
Test Period) had occurred on the first day of such Test Period, and such
calculations shall show that such financial covenant would have been complied
with if the Subsidiary Redesignation had occurred on the first day of such
period (for this purpose, if the first day of the respective Test Period occurs
prior to the Effective Date, calculated as if Section 6.10 had been applicable
from the first day of such test Period, (iv) all representations and warranties
contained herein and in the other Loan Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on and as of the date of such Subsidiary Redesignation
(both before and after giving effect thereto), 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 and
(v) Holdings shall have delivered to the Administrative Agent a certificate
of a Financial Officer of Holdings certifying, to the best of such officer’s
knowledge, compliance with the requirements of preceding clauses (i) through
(iv), inclusive, and containing the calculations required by the preceding
clause (iii).

     

    
      
        
        

      

      
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    “U.S. Bankruptcy Code”
shall mean Title 11 of the United States Code, as amended, or any similar
federal or state law for the relief of debtors.

     

    “U.S. Collateral
Agreement” shall mean the Guarantee and Collateral Agreement,
substantially in the form of Exhibit J, among
the Company, the Guarantor Subsidiaries and the Collateral Agent.

     

    “US GAAP” shall mean
generally accepted accounting principles in effect from time to time in the
United States, applied on a consistent basis, subject to the provisions of
Section 1.02.

     

    “Wholly Owned
Subsidiary” of any Person shall mean a subsidiary of such Person, all of
the Equity Interests of which (other than directors’ qualifying shares or
nominee or other similar Equity Interests required pursuant to applicable law)
are owned by such Person or another Wholly Owned Subsidiary of such
Person.

     

    
      
        
        

      

      
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    “Withdrawal Liability”
shall mean liability to a Multiemployer Plan as a result of a complete or
partial withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.

     

    SECTION
1.02 Terms
Generally.

     

     

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

     

    (b) The
definitions set forth or referred to in Section 1.01 shall apply equally to both
the singular and plural forms of the terms defined.

     

    (c) As used
herein and, unless otherwise specified, in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or
thereto:

     

    (i) whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms;

     

    (ii) the words
“include,” “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”;

     

    (iii) the words
“asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties
(whether real or personal), including cash, Equity Interests, securities,
revenues, accounts, leasehold interests and contract rights; and

     

    (iv) the words
“hereof,” “herein” and “hereunder” and words of similar import shall refer to
this Agreement or such other Loan Document, as applicable, as a whole and not to
any particular provision hereof or thereof, and clause, subsection, Section,
Article, Schedule, Annex, Exhibit and analogous references herein or in another
Loan Document are to this Agreement or such other Loan Document, as applicable,
unless otherwise specified.

     

    (d) Except as
otherwise expressly provided herein, any reference in this Agreement to any Loan
Document or other agreement or instrument shall mean such agreement or document
and all schedules, exhibits, annexes and other materials that constitute part of
such agreement or document pursuant to the terms thereof, all as amended,
restated, supplemented or otherwise modified from time to time.

     

    (e) Except as
otherwise expressly provided herein, all terms of an accounting or financial
nature, including consolidation of statements, shall be construed in accordance
with US GAAP, as in effect from time to time; provided that, if
Holdings notifies the Administrative Agent that Holdings requests an amendment
to any provision hereof to eliminate the effect of any change occurring after
the Effective Date in US GAAP or in the application thereof on the operation of
such provision (or if the Administrative Agent notifies Holdings that the
Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in US
GAAP or in the application thereof, then such provision shall be interpreted on
the basis of US GAAP as in effect and applied immediately before such change
shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.

     

    
      
        
        

      

      
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    (f) For the
purposes of determining compliance with Section 6.01 through Section 6.10 with
respect to any amount in a currency other than Dollars, amounts shall be deemed
to equal the Dollar Equivalent thereof determined using the Exchange Rate
calculated as of the Business Day on which such amounts were incurred or
expended, as applicable.

     

    SECTION
1.03 Exchange
Rates.

     

    (a) Not later
than 1:00 p.m., New York City time, on each Calculation Date, the Administrative
Agent or the Issuing Bank, as applicable, shall (i) determine the Exchange Rate
as of such Calculation Date and (ii) give notice thereof to the
Company.  The Exchange Rates so determined shall become effective on
the first Business Day immediately following the relevant Calculation Date (a
“Reset Date”),
shall remain effective until the next succeeding Reset Date, and shall for all
purposes of this Agreement (other than any other provision expressly requiring
the use of an Exchange Rate calculated as of a specified date) be the Exchange
Rates employed in converting any amounts between Dollars, Euros and any
Alternative Currency.

     

    (b) Not later
than 5:00 p.m., New York City time, on each Reset Date, the Administrative Agent
shall (i) determine the aggregate amount of the Dollar Equivalents of
(x) the Euro Term Loans then outstanding and the Term Loan Commitments
(Euros) on such date, (y) the principal amounts of the Revolving Loans and
Swingline Loans denominated in Euros then outstanding (after giving effect to
any Euro Term Loans or Revolving Loans and Swingline Loans denominated in Euros
made or repaid on such date), the Revolving L/C Exposure and the CL Exposure and
(z) the principal amounts of the Letters of Credit denominated in any
Alternative Currency then outstanding and (ii) notify the Lenders, each Issuing
Bank and the Company of the results of such determination.

     

    SECTION
1.04 Effectuation of
Transaction.

     

    Each of
the representations and warranties of Holdings and the Borrowers contained in
this Agreement (and all corresponding definitions) are made after giving effect
to the Transaction, unless the context otherwise requires.

     

    
      
        
        

      

      
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    SECTION
1.05 Additional Alternative
Currencies.

     

     

    (a) The
Company may from time to time request that Letters of Credit be issued in a
currency other than Dollars, Euro or those currencies specifically listed in the
definition of “Alternative Currency”; provided that such
requested currency is a lawful currency that is readily available and freely
transferable and convertible into Dollars.  In the case of any such
request, such request shall be subject to the approval of the Administrative
Agent and the applicable Issuing Bank.

     

    (b) Any such
request shall be made to the Administrative Agent not later than 11:00 a.m., ten
Business Days prior to the date of the desired L/C Disbursement (or such other
time or date as may be agreed by the Administrative Agent and the applicable
Issuing Bank, in their sole discretion).  In the case of any such
request, the Administrative Agent shall promptly notify the applicable Issuing
Bank thereof.  Each Issuing Bank shall notify the Administrative
Agent, not later than 11:00 a.m., ten Business Days after receipt of such
request whether it consents, in its sole discretion, to the issuance of Letters
of Credit in such requested currency.

     

    
      
        
        

      

      
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    (c) Any
failure by an Issuing Bank to respond to such request within the time period
specified in the preceding sentence shall be deemed to be a refusal by such
Issuing Bank to permit Letters of Credit to be issued in such requested
currency.  If the Administrative Agent and the applicable Issuing Bank
consent to the issuance of Letters of Credit in such requested currency, the
Administrative Agent shall so notify the Company and such currency shall
thereupon be deemed for all purposes to be an Alternative Currency hereunder for
purposes of any Letter of Credit issuances. If the Administrative Agent shall
fail to obtain consent to any request for an additional currency under this
Section 1.05, the Administrative Agent shall promptly so notify the
Company.  Any specified currency of an Existing Letter of Credit that
is not Dollars, Euro or one of the Alternative Currencies specifically listed in
the definition of “Alternative Currency” shall be deemed an Alternative Currency
with respect to such Existing Letter of Credit only.

     

     

    ARTICLE
II                      

     

     

     

    THE
CREDITS

     

    SECTION
2.01 Commitments.

     

    Subject
to the terms and conditions set forth herein, each Lender agrees, pursuant to
its applicable Commitment(s):

     

    (a) on the
Effective Date, to make Term Loans to the Company in Dollars and/or Euros in the
respective amounts set forth opposite its name on Schedule 2.01 under
the heading “Term Loans”;

     

    (b) to make
revolving loans to the Revolving Borrowers from time to time during the
Revolving Availability Period in an aggregate principal amount that will not
result in (A) such Lender’s Revolving Facility Credit Exposure exceeding such
Lender’s Revolving Facility Commitment or (B) the Revolving Facility Credit
Exposure exceeding the total Revolving Facility Commitments, such Revolving
Facility Loans to be made in (x) Dollars if to any Revolving Borrower other than
a Foreign Subsidiary and (y) in Euros or Dollars, at the election of the
Borrower Representative, on behalf of any Borrower, if to any Foreign Revolving
Borrower, provided that the
aggregate Revolving Facility Credit Exposure with respect to any Revolving
Borrower (other than the Company and CAC) shall not exceed such Revolving
Borrower’s Maximum Credit Limit; within the foregoing limits and subject to the
terms and conditions set forth herein, the Revolving Borrowers may borrow,
prepay and reborrow Revolving Facility Loans; and

     

    (c) to make
revolving loans to a CL Borrower (as specified in the related Borrowing Request)
in Dollars from time to time during the CL Availability Period in an aggregate
amount that will not result in (A) such Lender’s CL Exposure exceeding such
Lender’s Credit-Linked Commitment or (B) the CL Exposure exceeding the Total
Credit-Linked Commitment; within the foregoing limits and subject to the terms
and conditions set forth herein, the CL Borrowers may borrow, repay and reborrow
CL Loans.

     

    
      
        
        

      

      
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    SECTION
2.02(A) Loans and
Borrowings.

     

    (a) Each Loan
shall be made as part of a Borrowing consisting of Loans under the same Facility
and of the same Type made by the Lenders ratably in accordance with their
respective Commitments under the applicable Facility (or, in the case of
Swingline Loans, in accordance with their respective Swingline Dollar
Commitments or Swingline Euro Commitments, as applicable); provided, however, that
Revolving Facility Loans and CL Loans shall be made by the Revolving Facility
Lenders and CL Lenders, as the case may be, ratably in accordance with their
respective Revolving Facility Percentages or CL Percentages, as the case may be,
on the date such Loans are made hereunder.  The failure of any Lender
to make any Loan required to be made by it shall not relieve any other Lender of
its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender’s failure to make Loans as required.

     

    (b) Subject
to Section 2.14, (i) each Borrowing denominated in Dollars (other than a
Swingline Dollar Borrowing) shall be comprised entirely of ABR Loans or
Eurocurrency Loans as the Borrower Representative, on behalf of any Borrower,
may request in accordance herewith and (ii) each Borrowing denominated in Euros
shall be comprised entirely of Eurocurrency Loans.  Each Swingline
Dollar Borrowing shall be an ABR Borrowing.  Each Swingline Euro
Borrowing shall be comprised entirely of Swingline Euro Loans.  Each
Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the applicable
Borrower to repay such Loan in accordance with the terms of this Agreement and
such Lender shall not be entitled to any amounts payable under Section 2.15,
2.17 or 2.21 solely in respect of increased costs resulting from such exercise
and existing at the time of such exercise.

     

    (c) At the
commencement of each Interest Period for any Eurocurrency Revolving Borrowing,
such Borrowing shall be in an aggregate amount that is an integral multiple of
the Borrowing Multiple and not less than the Borrowing Minimum.  At
the time that each ABR Revolving Borrowing is made, such Borrowing shall be in
an aggregate amount that is an integral multiple of the Borrowing Multiple and
not less than the Borrowing Minimum; provided that an ABR
Revolving Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the Revolving Facility Commitments or that is required to
finance the reimbursement of an L/C Disbursement as contemplated by Section
2.05(e).  Each Swingline Dollar Borrowing and Swingline Euro Borrowing
shall be in an amount that is an integral multiple of the Borrowing Multiple and
not less than the Borrowing Minimum.  Borrowings of more than one Type
and under more than one Facility may be outstanding at the same time; provided that there
shall not at any time be more than a total of (i) 10 Eurocurrency Borrowings
under the Term Loan Facility and (ii) 20 Eurocurrency Borrowings outstanding
under the Revolving Facility and the CL Facility.

     

    (d) Notwithstanding
any other provision of this Agreement, (i) the Borrower Representative, on
behalf of any Borrower, shall not be entitled to request, or to elect to convert
or continue, any Borrowing if the Interest Period requested with respect thereto
would end after the Revolving Facility Maturity Date or Term Loan Maturity Date,
as applicable, and (ii) no Euro Term Loan may be converted into a Dollar
Term Loan and no Dollar Term Loan may be converted into a Euro Term
Loan.

     

    
      
        
        

      

      
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    SECTION
2.02(B)                                Credit-Linked
Deposit.

     

    (a)           On
the Effective Date each Lender that is a CL Lender on such date shall pay to the
Deposit Bank such CL Lender’s Credit-Linked Deposit in the amount of its
Credit-Linked Commitment.  The Credit-Linked Deposits shall be held by
the Deposit Bank in (or credited to) the Credit-Linked Deposit Account, and no
Person other than the Deposit Bank shall have a right of withdrawal from the
Credit-Linked Deposit Account or any other right or power with respect to the
Credit-Linked Deposits.  Notwithstanding anything herein to the
contrary, the funding obligation of each CL Lender in respect of its
participation in CL Credit Events shall be satisfied in full upon the funding of
its Credit-Linked Deposit.  Each of the Deposit Bank, the
Administrative Agent, each Issuing Bank and each CL Lender hereby acknowledges
and agrees (i) that each CL Lender is funding its Credit-Linked Deposit to
the Deposit Bank for application in the manner contemplated by Sections 2.06(a)
and/or 2.05(e), (ii) the Deposit Bank may invest the Credit-Linked Deposits in
such investments as may be determined from time to time by the Deposit Bank and
(iii) the Deposit Bank has agreed to pay to each CL Lender a return on its
Credit-Linked Deposit (except (x) during periods when such Credit-Linked
Deposits are used to (I) fund CL Loans or (II) reimburse an Issuing Lender
with respect to Drawings on CL Letters of Credit or (y) as otherwise provided in
Sections 2.02(B)(c) and (d)) equal at any time to the Adjusted LIBO Rate for the
Interest Period in effect for the Credit-Linked Deposits at such time less the
Credit-Linked Deposit Cost Amount at such time.  Such interest will be
paid to the CL Lenders by the Deposit Bank at the applicable Adjusted LIBO Rate
for an Interest Period of one month (or at an amount determined in accordance
with Section 2.02(B)(c) or (d), as applicable) less, in each case, the
Credit-Linked Deposit Cost Amount in arrears on each CL Interest Payment
Date.

     

    (b)           No
Loan Party shall have any right, title or interest in or to the Credit-Linked
Deposit Account or the Credit-Linked Deposits and no obligations with respect
thereto (except to repay CL Loans and to refund portions thereof used to
reimburse an Issuing Lender with respect to Drawings on CL Letters of Credit as
provided in Section 2.05(e)), it being acknowledged and agreed by the parties
hereto that the funding of the Credit-Linked Deposits by the CL Lenders, and the
application of the Credit-Linked Deposits in the manner contemplated by Section
2.05(e) constitute agreements among the Deposit Bank, the Administrative Agent,
each Issuing Bank and each CL Lender with respect to the participation in the CL
Letters of Credit and do not constitute any loan or extension of credit to any
Borrower.  Without limiting the generality of the foregoing, each
party hereto acknowledges and agrees that no amount on deposit at any time in
the Credit-Linked Deposit Account shall be the property of any Secured Party
(other than the Deposit Bank) or of any Loan Party or any of its Subsidiaries or
Affiliates.  In addition, each CL Lender hereby grants to the Deposit
Bank a security interest in, and rights of offset against, its rights and
interests in such CL Lender’s Credit-Linked Deposit, and investments thereof and
proceeds of any of the foregoing, to secure the obligations of such CL Lender
hereunder.  Each CL Lender agrees that its right, title and interest
with respect to the Credit-Linked Deposit Account shall be limited to the right
to require its Credit-Linked Deposit to be used as expressly set forth herein
and that it will have no right to require the return of its Credit-Linked
Deposit other than as expressly provided herein (each CL Lender hereby
acknowledges that its Credit-Linked Deposit constitutes payment for its
obligations under Sections 2.05(e) and 2.06(a) and that each Issuing Bank will
be issuing, amending, renewing and extending CL Letters of Credit, and the
Administrative Agent (on behalf of the respective CL Lender) will be advancing
CL Loans to the applicable CL Borrower, in each case in reliance on the
availability of such CL Lender’s Credit-Linked Deposit to discharge such CL
Lender’s obligations in respect thereof).

     

    
      
        
        

      

      
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    (c)           If
the Deposit Bank is not offering Dollar deposits (in the applicable amounts) in
the London interbank market, or the Deposit Bank determines that adequate and
fair means do not otherwise exist for ascertaining the Adjusted LIBO Rate for
the Credit-Linked Deposits (or any part thereof), then the Credit-Linked
Deposits (or such parts, as applicable) shall be invested so as to earn a return
equal to the greater of the Federal Funds Rate and a rate determined by the
Deposit Bank in accordance with banking industry rules on interbank
compensation.

     

    (d)           If
any CL Loan is repaid by the respective CL Borrower, or if any L/C Disbursement
under a CL Letter of Credit that has been funded by the CL Lenders from the
Credit-Linked Deposits as provided in Section 2.05(e) shall be reimbursed by the
respective CL Borrower, on a day other than on the last day of an Interest
Period applicable to the Credit-Linked Deposits, the Administrative Agent shall,
upon receipt thereof, pay over such amounts to the Deposit Bank which will
invest such amounts in overnight or short-term cash equivalent investments until
the end of the Interest Period at the time in effect and respective CL Borrower
shall pay to the Deposit Bank, upon the Deposit Bank’s request therefor, the
amount, if any, by which the interest accrued on a like amount of the
Credit-Linked Deposits at the Adjusted LIBO Rate for Term Loans for the Interest
Period in effect therefor shall exceed the interest earned through the
investment of the amount so reimbursed for the period from the date of such
reimbursement through the end of the applicable Interest Period, as determined
by the Deposit Bank (such determination shall, absent manifest error, be
presumed correct and binding on all parties hereto) and set forth in the request
for payment delivered to CAC.  In the event that the respective CL
Borrower shall fail to pay any amount due under this Section 2.02(B)(d), the
interest payable by the Deposit Bank to the CL Lenders on their Credit-Linked
Deposits under Section 2.02 (B)(a) shall be correspondingly reduced and the CL
Lenders shall without further act succeed, ratably in accordance with their CL
Percentages, to the rights of the Deposit Bank with respect to such amount due
from the respective CL Borrower.  All repayments of CL Loans, and all
reimbursements of L/C Disbursements under a CL Letter of Credit that have been
funded by the CL Lenders from the Credit-Linked Deposits, in each case received
by the Administrative Agent prior to the termination of the Total Credit-Linked
Commitment, shall be paid over to the Deposit Bank which will deposit same in
the Credit-Linked Deposit Account.

     

    (e)(i)           If
the Administrative Agent, any Issuing Bank and/or the Deposit Bank is enjoined
from taking any material action referred to in this Section 2.02(B), Section
2.05(e) and/or Section 2.06(a) (in respect of a CL Loan), or if the
Administrative Agent, any Issuing Bank and/or the Deposit Bank reasonably
determines that, by operation of law, it may reasonably be precluded from taking
any such material action, or if any Loan Party or CL Lender challenges in any
legal proceeding any of the material acknowledgements, agreements or
characterizations set forth in any of this Section 2.02(B), Section 2.05(e) and
Section 2.06(a) (in respect of CL Loans), then, in any such case (and so long as
such event or condition shall be continuing), and notwithstanding anything
contained herein to the contrary, (x) the respective Issuing Bank shall not
be required to issue, renew or extend any CL Letter of Credit and (y) the
Administrative Agent shall not be required to advance any CL Loan on behalf of
the affected CL Lender or CL Lenders.

     

    
      
        
        

      

      
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    (ii)           If
the Deposit Bank, any Issuing Bank or the Administrative Agent is enjoined from
withdrawing amounts from the Credit-Linked Deposit Account of a CL Lender in
accordance with Section 2.05(e), or reasonably determines that it is precluded
from taking such actions, (A) from and after the date such withdrawal would
have been made but for such circumstance the amounts otherwise that would have
been required to be paid to such CL Lender pursuant to Section 2.02(B)(a) and
the second sentence of Section 2.12(b) shall instead be added to the
Credit-Linked Deposit Account of such CL Lender and (B) such CL Lender
shall pay to the applicable Issuing Bank interest on the amount that should have
been withdrawn at the rate equal to the interest rate otherwise applicable for
ABR CL Loans pursuant to Section 2.13(c) until such time as such withdrawal is
made.

     

    (iii)           In
the event any payment of a CL Loan or L/C Reimbursement in respect of a CL
Letter of Credit shall be required to be refunded to a Borrower after the return
of the Credit-Linked Deposits to the CL Lenders as permitted hereunder, each CL
Lender agrees to acquire and fund a participation in such refunded amount equal
to the lesser of its CL Percentage thereof and the amount of its Credit-Linked
Deposit that shall have been so returned.  The obligations of the CL
Lenders under this clause (iii) shall survive the payment in full of the
Credit-Linked Deposits and the termination of this Agreement.

     

    SECTION
2.03 Requests for
Borrowings.

     

    To
request any Borrowing, the Borrower Representative, on behalf of the applicable
Borrower, shall notify the Administrative Agent of such request by telephone (a)
in the case of a Eurocurrency Borrowing, not later than 12:00 noon, Local Time,
three Business Days before the date of the proposed Borrowing or (b) in the case
of an ABR Borrowing, not later than 12:00 noon, Local Time, one Business Day
before the date of the proposed Borrowing; provided any such
notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C
Disbursement as contemplated by Section 2.05(e) may be given not later than
11:00 a.m., Local Time, on the date of the proposed Borrowing.  Each
such telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower Representative, on behalf of the applicable
Borrower.  Each such telephonic and written Borrowing Request shall
specify the following information in compliance with Section 2.02:

     

    (i) the
Borrower requesting such Borrowing;

     

    (ii) whether
the requested Borrowing is to be a Revolving Facility Borrowing, Term Borrowing
or CL Borrowing;

     

    
      
        
        

      

      
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    (iii) the
aggregate amount of the requested Borrowing (expressed in Dollars or, if
permitted to be borrowed in Euros, in Euros);

     

    (iv) the date
of such Borrowing, which shall be a Business Day;

     

    (v) in the
case of a Borrowing denominated in Dollars, whether such Borrowing is to be an
ABR Borrowing or a Eurocurrency Borrowing;

     

    (vi) in the
case of a Eurocurrency Borrowing, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by clause (a) of the definition of
the term “Interest Period”; and

     

    (vii) the
location and number of the applicable Borrower’s account to which funds are to
be disbursed.

     

    If no
election as to the Type of Borrowing is specified, then the requested Borrowing
shall be an ABR Borrowing, unless such Borrowing is denominated in Euros, in
which case such Borrowing shall be a Eurocurrency Borrowing.  If no
Interest Period is specified with respect to any requested Eurocurrency
Borrowing, then the applicable Borrower shall be deemed to have selected an
Interest Period of three months’ duration.  Promptly following receipt
of a Borrowing Request in accordance with this Section, the Administrative Agent
shall advise each Lender of the details thereof and of the amount of such
Lender’s Loan to be made as part of the requested Borrowing.

     

    SECTION
2.04 Swingline
Loans.

     

    (a) Subject
to the terms and conditions set forth herein, (i) each Swingline Dollar Lender
agrees to make Swingline Dollar Loans to any Domestic Swingline Borrower from
time to time during the Revolving Availability Period, in an aggregate principal
amount at any time outstanding for all Swingline Dollar Loans that will not
result in (x) the aggregate principal amount of outstanding Swingline Dollar
Loans made by such Swingline Dollar Lender exceeding such Swingline Dollar
Lender’s Swingline Dollar Commitment or (y) the Revolving Facility Credit
Exposure exceeding the total Revolving Facility Commitments and (ii) each
Swingline Euro Lender agrees to make Swingline Euro Loans to any Foreign
Swingline Borrower from time to time during the Revolving Availability Period,
in an aggregate principal amount at any time outstanding for all Swingline Euro
Loans that will not result in (x) the aggregate principal amount of outstanding
Swingline Euro Loans made by such Swingline Euro Lender exceeding such Swingline
Euro Lender’s Swingline Euro Commitment or (y) the sum of the Revolving Facility
Credit Exposure exceeding the total Revolving Facility Commitments; provided that no
Swingline Lender shall be required to make a Swingline Loan to refinance an
outstanding Swingline Dollar Borrowing or Swingline Euro
Borrowing.  Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrowers may borrow, prepay and reborrow
Swingline Loans.

     

    
      
        
        

      

      
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    (b) To
request a Swingline Dollar Borrowing or Swingline Euro Borrowing, the Borrower
Representative, on behalf of the applicable Borrower, shall notify the
Administrative Agent and the applicable Swingline Lender of such request by
telephone (confirmed by a Swingline Borrowing Request by telecopy), not later
than 11:00 a.m., Local Time, on the day of a proposed Swingline Borrowing (or in
the case of a Swingline Euro Borrowing, 10:00 a.m. New York time, on the
Business Day preceding the date of the proposed Swingline Euro
Borrowing).  Each such notice and Swingline Borrowing Request shall be
irrevocable and shall specify (i) the Borrower requesting such Borrowing, (ii)
the requested date (which shall be a Business Day), (iii) the amount of the
requested Swingline Dollar Borrowing (expressed in Dollars) or Swingline Euro
Borrowing (expressed in Euros), as applicable, and (iv) in the case of a
Swingline Euro Borrowing, the Interest Period to be applicable thereto, which
shall be a period contemplated by clause (b) of the definition of the term
“Interest Period.” The Administrative Agent shall promptly advise each Swingline
Dollar Lender (in the case of a notice relating to a Swingline Dollar Borrowing)
or each Swingline Euro Lender (in the case of a notice relating to a Swingline
Euro Borrowing) of any such notice received from the Borrower Representative on
behalf of a Borrower and the amount of such Swingline Lender’s Swingline Loan to
be made as part of the requested Swingline Dollar Borrowing or Swingline Euro
Borrowing, as applicable.  Each Swingline Dollar Lender shall make
each Swingline Dollar Loan to be made by it hereunder in accordance with Section
2.04(a) on the proposed date thereof by wire transfer of immediately available
funds by 3:00 p.m., Local Time, to the account of the Administrative Agent by
notice to the Swingline Dollar Lenders.  The Administrative Agent will
make such Swingline Dollar Loans available to the applicable Domestic Swingline
Borrower by promptly crediting the amounts so received, in like funds, to the
general deposit account of the applicable Domestic Swingline Borrower with the
Administrative Agent (or, in the case of a Swingline Dollar Borrowing made to
finance the reimbursement of an L/C Disbursement as provided in Section 2.05(e),
by remittance to the applicable Issuing Bank).  Each Swingline Euro
Lender shall make each Swingline Euro Loan to be made by it hereunder in
accordance with Section 2.04(a) on the proposed date thereof by wire transfer of
immediately available funds by 3:00 p.m., Local Time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Swingline Euro Lenders.  The Administrative Agent will make
such Swingline Euro Loans available to the applicable Foreign Swingline Borrower
by (i) promptly crediting the amounts so received, in like funds, to the general
deposit account with the Administrative Agent of the applicable Foreign
Swingline Borrower most recently designated to the Administrative Agent or (ii)
by wire transfer of the amounts received in immediately available funds to the
general deposit account of the applicable Foreign Swingline Borrower most
recently designated to the Administrative Agent.

     

    (c) A
Swingline Lender may by written notice given to the Administrative Agent (and to
the other Swingline Dollar Lenders or Swingline Euro Lenders, as applicable) not
later than 10:00 a.m., Local Time, on any Business Day require the Revolving
Facility Lenders to acquire participations on such Business Day in all or a
portion of the outstanding Swingline Loans made by it.  Such notice
shall specify the aggregate amount of such Swingline Loans in which the
Revolving Facility Lenders will participate.  Promptly upon receipt of
such notice, the Administrative Agent will give notice thereof to each such
Lender, specifying in such notice such Lender’s Revolving Facility Percentage of
such Swingline Loan or Loans.  Each Revolving Facility Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the Administrative Agent, for the account of the applicable Swingline
Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such
Swingline Loan or Loans.  Each Revolving Facility Lender acknowledges
and agrees that its respective obligation to acquire participations in Swingline
Loans pursuant to this paragraph is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.  Each Revolving Facility Lender shall comply
with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.06 with respect to
Loans made by such Revolving Facility Lender (and Section 2.06 shall apply,
mutatis
mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the applicable Swingline Lender the
amounts so received by it from the Revolving Facility Lenders.  The
Administrative Agent shall notify the applicable Borrower of any participations
in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter
payments in respect of such Swingline Loan shall be made to the Administrative
Agent and not to the applicable Swingline Lender.  Any amounts
received by a Swingline Lender from the applicable Borrower (or other party on
behalf of such Borrower) in respect of a Swingline Loan after receipt by such
Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Revolving Facility Lenders that shall have made their payments pursuant to
this paragraph and to such Swingline Lender, as their interests may appear;
provided that
any such payment so remitted shall be repaid to such Swingline Lender or to the
Administrative Agent, as applicable, if and to the extent such payment is
required to be refunded to the applicable Borrower for any
reason.  The purchase of participations in a Swingline Loan pursuant
to this paragraph shall not relieve the applicable Borrower of any default in
the payment thereof.

     

    
      
        
        

      

      
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    SECTION
2.05 Letters of
Credit.

     

     

    (a) General.  Each
Existing Letter of Credit shall continue to remain outstanding as a CL Letter of
Credit or RF Letter of Credit as specified on Schedule 2.05(a)
hereunder on and after such date on the same terms as applicable to it
immediately prior to such date.  In addition, subject to the terms and
conditions set forth herein, the Company may request the issuance of Dollar
Letters of Credit, Euro Letters of Credit and Alternative Currency Letters of
Credit (x) in the case of RF Letters of Credit, for its own account or for the
account of any of the other Revolving Borrowers and (y) in the case of CL
Letters of Credit, for the account of a CL Borrower (as specified in the related
Request to Issue), in each case in a form reasonably acceptable to the
applicable Issuing Bank, at any time and from time to time during the Revolving
Availability Period and prior to the date that is five Business Days prior to
the Revolving Facility Maturity Date.  All Letters of Credit shall be
issued on a sight basis only (subject to Section 2.05(n)) and shall be
denominated in Dollars, Euros or an Alternative Currency.

     

    (b) Notice of Issuance,
Amendment, Renewal, Extension; Certain Conditions.  To request
the issuance of a Letter of Credit, the Borrower Representative, on behalf of
the relevant Loan Party, shall hand deliver or telecopy (or transmit by
electronic communication, if arrangements for doing so have been approved by the
applicable Issuing Bank) to the applicable Issuing Bank, with a copy to the
Administrative Agent at least two Business Days (or such shorter period agreed
to by the Issuing Bank) in advance of the requested date of issuance a request
in the form of Exhibit
B-2 (a “Request
to Issue”) for the issuance of a Letter of Credit, which Request to Issue
shall specify, inter
alia, whether the requested Letter of Credit is to be a CL Letter of
Credit or an RF Letter of Credit.  If requested by the applicable
Issuing Bank, the Borrower Representative, on behalf of the relevant Loan Party,
also shall submit a letter of credit application on such Issuing Bank’s standard
form in connection with any request for a Letter of Credit and in the event of
any inconsistency between the terms and conditions of this Agreement and the
terms and conditions of any such form of letter of credit application, the terms
and conditions of this Agreement shall control.  An RF Letter of
Credit shall be issued, amended, renewed or extended only if after giving effect
thereto (i) the Revolving L/C Exposure shall not exceed $250,000,000, (ii) the
Revolving Facility Credit Exposure shall not exceed the total Revolving Facility
Commitments and (iii) the aggregate Revolving Facility Credit Exposure with
respect to any Revolving Borrower shall not exceed the Maximum Credit Limit for
such Revolving Borrower, and a CL Letter of Credit shall be issued, amended,
renewed or extended only if after giving effect thereto the CL Exposure would
not exceed the Total Credit-Linked Commitment at such time, provided that no RF
Letter of Credit shall be issued unless a CL Letter of Credit could not be
issued in lieu thereof, giving effect to the aforesaid
limitations.  In the event that an RF Letter of Credit is outstanding
at a time when there is availability to support the issuance of a new CL Letter
of Credit in accordance with the terms of this Agreement in a stated amount at
least equal to the stated amount of such RF Letter of Credit, the Company shall
have the right, upon written notice to the Administrative Agent and the
respective Issuing Bank, to re-designate such RF Letter of Credit as a CL Letter
of Credit, in each case so long as (i) each such CL Letter of Credit may
otherwise be issued in accordance with, and will not violate, the above
limitations and requirements of this Section and (ii) the Company certifies in
writing to the Administrative Agent and the respective Issuing Bank that the
conditions specified in Sections 4.01(b) and (c) are then
satisfied.  Upon satisfaction of the aforesaid conditions, (x) the
respective Issuing Bank shall re-designate the affected RF Letter of Credit as a
CL Letter of Credit, and (y) a new CL Letter of Credit shall be deemed issued at
such time under this Agreement.  No Letter of Credit shall be issued,
increased in stated amount, or renewed or extended without the prior consent of
the Administrative Agent, such consent to be limited to the question of whether
such issuance, increase, renewal or extension is being effected on the terms and
conditions of this Agreement.

     

    
      
        
        

      

      
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    (c) Expiration
Date.  Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) the date one year after the date of the
issuance of such Letter of Credit (or, in the case of any renewal or extension
thereof, one year after such renewal or extension) and (ii) the date that is
five Business Days (or, in the case of a trade Letter of Credit, 30 days) prior
to (A) in the case of an RF Letter of Credit, the Revolving Facility Maturity
Date, and (B) in the case of a CL Letter of Credit, the Term Loan Maturity Date;
provided that
any standby Letter of Credit may provide for the automatic renewal thereof for
additional one-year periods (which, in no event, shall extend beyond the date
referred to in clause (ii) of this paragraph (c)).

     

    (d) Participations.  By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of the
applicable Issuing Bank or any Lenders, such Issuing Bank hereby grants (x) if
such Letter of Credit is a CL Letter of Credit, to each CL Lender or (y) if such
Letter of Credit is an RF Letter of Credit to each Revolving Facility Lender
(and such CL Lender or Revolving Facility Lender, as the case may be, in its
capacity under this Section 2.05(d), a “Participant”) and
each such Participant hereby acquires from such Issuing Bank, a participation in
such Letter of Credit equal to such Lender’s CL Percentage or Revolving Facility
Percentage, as the case may be, as in effect from time to time of the aggregate
amount available to be drawn under such Letter of Credit.  In
consideration and in furtherance of the foregoing, each Revolving Facility
Lender hereby absolutely and unconditionally agrees to pay to the Administrative
Agent in Dollars or Euros, as the case may be, for the account of the applicable
Issuing Bank, such Lender’s Revolving Facility Percentage of each LC
Disbursement made in respect of an RF Letter of Credit and, in each case, not
reimbursed by the Applicant Party on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded to the
Applicant Party for any reason.  Each Participant acknowledges and
agrees that its obligation to acquire participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Commitments, and, in the case of a Revolving
Facility Lender, that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever.

     

    
      
        
        

      

      
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    (e) Reimbursement.  If
the applicable Issuing Bank shall make any L/C Disbursement in respect of a
Letter of Credit, the applicable Applicant Party shall reimburse such L/C
Disbursement by paying to the Administrative Agent an amount equal to such L/C
Disbursement in Dollars, Euros or an Alternative Currency, as the case may be,
not later than 5:00 p.m., New York City time, on the Business Day immediately
following the date the applicable Applicant Party receives notice under
paragraph (g) of this Section of such L/C Disbursement, provided that
(I) in the case of any L/C Disbursement under an RF Letter of Credit issued
for the account of a Revolving Borrower, such Revolving Borrower may, subject to
the conditions to borrowing set forth herein, request in accordance with Section
2.03 or 2.04 that such payment be financed (x) if a Dollar Letter of Credit,
with an ABR Revolving Borrowing or Swingline Dollar Borrowing, as applicable,
(y) if a Euro Letter of Credit, with a Swingline Euro Borrowing, or (z) if an
Alternative Currency Letter of Credit, with an ABR Revolving Borrowing or
Swingline Dollar Borrowing, in the cases of clauses (x) and (y), in an
equivalent amount and in the case of clause (z), in the Dollar Equivalent of
such amount and, to the extent so financed, such Revolving Borrower’s obligation
to make such payment shall be discharged and replaced by the resulting ABR
Revolving Borrowing, Swingline Dollar Borrowing or Swingline Euro Borrowing, as
the case may be, and (II) no Applicant Party shall be entitled to reimburse
the relevant Issuing Bank for any drawings under a CL Letter of Credit which
occur within the period commencing on the 91st day prior to the Term Loan
Maturity Date until after the Credit-Linked Deposits shall have been applied as
set forth below in this Section 2.05(e).  If the applicable Applicant
Party fails to reimburse any L/C Disbursement under an RF Letter of Credit when
due, then the Administrative Agent shall promptly notify the applicable Issuing
Bank and each relevant Participant of the applicable L/C Disbursement, the
payment then due in respect thereof and, in the case of each such Participant,
such Participant’s Revolving Facility Percentage thereof.  Promptly
following receipt of such notice, each such Participant shall pay to the
Administrative Agent in Dollars or Euros, as applicable, its Revolving Facility
Percentage of the payment then due from the applicable Applicant Party, in the
same manner as provided in Section 2.06 with respect to Loans made by such
Lender (and Section 2.06 shall apply, mutatis mutandis, to
the payment obligations of the Participants), and the Administrative Agent shall
promptly pay to the applicable Issuing Bank in Dollars, Euros or an Alternative
Currency, as applicable, the amounts so received by it from such
Participants.  In the event that an Issuing Lender makes any LC
Disbursement under any CL Letter of Credit issued by it and the respective CL
Borrower shall not have reimbursed such amount in full to such Issuing Lender as
provided above, or an Issuing Lender makes any LC Disbursement under any CL
Letter of Credit issued by it within the period commencing on the 91st day prior
to the Term Loan Maturity Date, and in each case such Issuing Lender has
notified the Administrative Agent thereof, each CL Lender hereby irrevocably
authorizes the Administrative Agent to reimburse on the date of (or if received
after 1:00 P.M. (New York time) on such date, on the Business Day following the
date of) receipt by the Administrative Agent of such notice such Issuing Lender
for such amount solely by requesting the Deposit Bank to withdraw such CL
Lender’s CL Percentage of the Credit-Linked Deposits on deposit with the Deposit
Bank in the Credit-Linked Deposit Account and to pay same over to the
Administrative Agent, the Deposit Bank hereby agreeing to effect such a
withdrawal and all other withdrawals and payments requested by the
Administrative Agent pursuant to the terms of this Agreement.  All
reimbursements of Issuing Banks by Revolving Facility Lenders or CL Lenders
(through application of Credit-Linked Deposits) shall be made as provided herein
notwithstanding the occurrence of a CAM Exchange Date after the L/C Disbursement
and prior to such reimbursement.  Promptly following receipt by the
Administrative Agent of any payment from the applicable Applicant Party pursuant
to this paragraph, the Administrative Agent shall distribute such payment to the
applicable Issuing Bank or, to the extent that Participants have made payments
pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders
and such Issuing Bank as their interests may appear (it being understood and
agreed that any such payment to be made pursuant to this Section 2.05(e) to a
Participant which is a CL Lender shall be made by such Issuing Lender to the
Administrative Agent for the account of such CL Lender and paid over to the
Deposit Bank for deposit in the Credit-Linked Deposit Account).  Any
payment made by a Revolving Facility Lender pursuant to this paragraph to
reimburse an Issuing Bank for any L/C Disbursement (other than the funding of an
ABR Revolving Loan or a Swingline Dollar Borrowing as contemplated above) shall
constitute a Loan.

     

    
      
        
        

      

      
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    (f) Obligations
Absolute.  The obligation of the applicable Applicant Party to
reimburse L/C Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein,
(ii) any draft or other document presented under a Letter of Credit proving
to be forged, fraudulent or invalid in any respect or any statement therein
being untrue or inaccurate in any respect, (iii) payment by the applicable
Issuing Bank under a Letter of Credit against presentation of a draft or other
document that does not comply with the terms of such Letter of Credit or
(iv) any other event or circumstance whatsoever, whether or not similar to
any of the foregoing, that might, but for the provisions of this Section,
constitute a legal or equitable discharge of, or provide a right of setoff
against, the Applicant Party’s obligations hereunder; provided that, in
each case, payment by the Issuing Bank shall not have constituted gross
negligence or willful misconduct as determined by a final and nonappealable
decision of court of competent jurisdiction.  Neither the
Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related
Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of
such Issuing Bank; provided that the
foregoing shall not be construed to excuse the applicable Issuing Bank from
liability to an Applicant Party to the extent of any direct damages (as opposed
to consequential damages, claims in respect of which are hereby waived by each
Applicant Party to the extent permitted by applicable law) suffered by such
Applicant Party that are determined by a court having jurisdiction to have been
caused by (i) such Issuing Bank’s failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof or (ii) such Issuing Bank’s refusal to issue a Letter of
Credit in accordance with the terms of this Agreement.  The parties
hereto expressly agree that, in the absence of gross negligence or willful
misconduct on the part of the applicable Issuing Bank, as determined by a final
and nonappealable decision of court of competent jurisdiction, such Issuing Bank
shall be deemed to have exercised care in each such determination and each
refusal to issue a Letter of Credit.  In furtherance of the foregoing
and without limiting the generality thereof, the parties agree that, with
respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, the applicable Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

     

    
      
        
        

      

      
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    (g) Disbursement
Procedures.  The applicable Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit.  Such Issuing Bank shall
promptly notify the Administrative Agent, the Applicant Party and the Company
(if the Company is not the Applicant Party) by telephone (confirmed by telecopy)
of such demand for payment and whether such Issuing Bank has made or will make a
L/C Disbursement thereunder; provided that any
failure to give or delay in giving such notice shall not relieve the Applicant
Party of its obligation to reimburse such Issuing Bank and the Revolving
Facility Lenders with respect to any such L/C Disbursement.

     

    (h) Interim
Interest.  If an Issuing Bank shall make any L/C Disbursement,
then, unless the applicable Applicant Party 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 applicable
Applicant Party reimburses such L/C Disbursement, at the rate per annum then
applicable to ABR Revolving Loans provided that, in the
case of an L/C Disbursement made that is (i) a Euro Letter of Credit, the amount
of interest due with respect thereto shall (A) be payable in Euros and (B) bear
interest at a rate equal to the rate reasonably determined by the applicable
Issuing Bank to be the cost to such Issuing Bank of funding such L/C
Disbursement plus the Applicable Margin applicable to Eurocurrency Revolving
Loans at such time or (ii) an Alternative Currency Letter of Credit, the amount
of interest due with respect thereto shall (A) be payable in the applicable
Alternative Currency and (B) bear interest at a rate equal to the rate
reasonably determined by the applicable Issuing Bank to be the cost to such
Issuing Bank of funding such L/C Disbursement plus the Applicable Margin
applicable to Eurocurrency Revolving Loans at such time; and provided, further, that, if
such L/C Disbursement is not reimbursed by the applicable Applicant Party when
due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply,
with the rate per annum for L/C Disbursements made in respect of a CL Letter of
Credit from the date any payment is made to the Issuing Lender on behalf of the
CL Lenders shall be 2% in excess of the rate per annum then applicable to ABR
Term Loans.  Interest accrued pursuant to this paragraph shall be for
the account of the applicable Issuing Bank, except that interest accrued on and
after the date of payment by any Revolving Facility Lender or by or on behalf of
any CL Lender pursuant to paragraph (e) of this Section to reimburse such
Issuing Bank shall be for the account of such Revolving Facility Lender or CL
Lender, as the case may be, to the extent of such payment.

     

    
      
        
        

      

      
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    (i) Replacement of an Issuing
Bank.  An Issuing Bank may be replaced at any time by written
agreement among the Company, the Administrative Agent, the replaced Issuing Bank
and the successor Issuing Bank.  The Administrative Agent shall notify
the Lenders of any such replacement of an Issuing Bank.  At the time
any such replacement shall become effective, the Company shall pay all unpaid
fees accrued for the account of the replaced Issuing Bank pursuant to Section
2.12.  From and after the effective date of any such replacement, (i)
the successor Issuing Bank shall have all the rights and obligations of the
replaced Issuing Bank under this Agreement with respect to Letters of Credit to
be issued thereafter and (ii) references herein to the term “Issuing Bank” shall
be deemed to refer to such successor or to any previous Issuing Bank, or to such
successor and all previous Issuing Banks, as the context shall
require.  After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of such Issuing Bank under this Agreement with
respect to Letters of Credit issued by it prior to such replacement but shall
not be required to issue additional Letters of Credit.

     

    (j) Cash
Collateralization.  If any Event of Default shall occur and be
continuing, (i) in the case of an Event of Default described in Section 7.01(h)
or (i), on the Business Day or (ii) in the case of any other Event of Default,
on the fifth Business Day following the date on which the Company receives
notice from the Administrative Agent (or, if the maturity of the Loans has been
accelerated, Revolving Facility Lenders and/or CL Lenders with Revolving L/C
Exposure and/or CL Percentages representing greater than 50% of the total
Revolving L/C Exposure and/or total CL Percentages), as the case may be,
demanding the deposit of cash collateral pursuant to this paragraph, the Company
and, to the extent relating to CL Exposure, CAC (on a joint and several basis
with the Company) agree to deposit in an account with the Administrative Agent,
in the name of the Administrative Agent and for the benefit of the Revolving
Facility Lenders and/or the CL Lenders, an amount in Dollars in cash equal to
the Revolving L/C Exposure and/or CL Exposure as of such date plus any accrued
and unpaid interest thereon; provided that the
portion of such amount attributable to undrawn Euro Letters of Credit or L/C
Disbursements in Euros shall be deposited with the Administrative Agent in Euros
in the actual amounts of such undrawn Letters of Credit and L/C Disbursements;
provided, further that the
portion of such amount attributable to undrawn Alternative Currency Letters of
Credit or L/C Disbursements in any Alternative Currency shall be deposited with
the Administrative Agent in the applicable Alternative Currency in the actual
amounts of such undrawn Letters of Credit and L/C Disbursements.  The
obligation to deposit such cash collateral shall become effective immediately on
the Business Day specified above, and such deposit shall become immediately due
and payable in Dollars, Euros or an Alternative Currency, as applicable, without
demand or other notice of any kind.  The applicable Applicant Party
also shall deposit cash collateral pursuant to this paragraph as and to the
extent required by Section 2.11(b).  Each such deposit pursuant to
this paragraph or pursuant to Section 2.11(b) shall be held by the
Administrative Agent as collateral for the payment and performance of the
obligations of the Borrowers under this Section 2.05.  The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account.  Other than any
interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of (i) for so long as an Event of Default
shall be continuing, the Administrative Agent and (ii) at any other time, the
Company, in each case, in Permitted Investments and at the risk and expense of
the Company, such deposits shall not bear interest.  Interest or
profits, if any, on such investments shall accumulate in such
account.  Moneys in such account shall be applied by the
Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for
which such Issuing Bank has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrowers for the Revolving L/C Exposure and CL Exposure at such time or, if
the maturity of the Loans has been accelerated (but subject to the consent of
Revolving Facility Lenders and/or CL Lenders with Revolving L/C Exposure and/or
CL Percentages representing greater than 50% of the total Revolving L/C Exposure
and/or total CL Percentages), be applied to satisfy other obligations of the
Borrowers under this Agreement.  If an Applicant Party is required to
provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not applied as aforesaid) shall
be returned to such Applicant Party within three Business Days after all Events
of Default have been cured or waived.  If a Borrower is required to
provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such
amount (to the extent not applied as aforesaid) shall be returned to such
Borrower as and to the extent that, after giving effect to such return, the
Borrowers would remain in compliance with Section 2.11(b) and no Event of
Default shall have occurred and be continuing.

     

    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

    

    (k) Additional Issuing
Banks.  From time to time, the Company may by notice to the
Administrative Agent designate up to two Lenders (in addition to DBNY and any
Lender that is an issuer of Existing Letters of Credit) that agree (in their
sole discretion) to act in such capacity and are reasonably satisfactory to the
Administrative Agent as Issuing Banks.  Each such additional Issuing
Bank shall execute a counterpart of this Agreement upon the approval of the
Administrative Agent (which approval shall not be unreasonably withheld) and
shall thereafter be an Issuing Bank hereunder for all purposes.

     

    (l) Reporting.  Promptly
upon the issuance or amendment by it of a standby Letter of Credit, an Issuing
Bank shall notify the Company and the Administrative Agent, in writing, of such
issuance or amendment and such notice shall be accompanied by a copy of such
issuance or amendment.  Upon receipt of such notice, the
Administrative Agent shall notify each Lender, in writing, of such issuance or
amendment, and if so requested by a Lender the Administrative Agent shall
provide such Lender with a copy of such issuance or amendment.  Each
Issuing Bank shall on the first Business Day of each calendar week during which
any CL Letters of Credit and/or RF Letters of Credit issued by such Issuing Bank
are outstanding provide the Administrative Agent, by facsimile, with a report
detailing the aggregated daily outstandings of each such Letter of Credit issued
by it.

     

    (m) Notwithstanding
any other provision of this Agreement, if, after the Effective Date, any Change
in Law shall make it unlawful for an Issuing Bank to issue Letters of Credit
denominated in Euros or any Alternative Currency, then by prompt written notice
thereof to the L/C Borrowers and to the Administrative Agent (which notice shall
be withdrawn whenever such circumstances no longer exist), such Issuing Bank may
declare that Letters of Credit will not thereafter (for the duration of such
declaration) be issued by it in Euros or any Alternative Currency, as
applicable.

     

    
      
        
        

      

      
        -68-

        
          

        

      

      
        
        

      

    

    (n) Subject
to the prior written consent of the Administrative Agent and the applicable
Issuing Bank (such consent not to be unreasonably withheld), documentary Letters
of Credit may be issued on a “time basis” on terms and conditions to be agreed
upon by the Company, the Administrative Agent and the applicable Issuing
Bank.

     

    SECTION
2.06 Funding of
Borrowings.

     

    (a) Each
Lender shall make each Loan (other than CL Loans) to be made (as opposed to be
continued) by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, Local Time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders; provided that
Swingline Loans shall be made as provided in Section 2.04.  Each CL
Lender hereby irrevocably authorizes the Administrative Agent to fund each CL
Loan to be made by it hereunder solely by requesting the Deposit Bank to
withdraw such CL Lender’s CL Percentage of the Credit-Linked Deposits on deposit
with the Deposit Bank in the Credit-Linked Deposit Account and to pay same over
to it.  The Administrative Agent will make the proceeds of funds made
available to it pursuant to the two preceding sentences available to the
applicable Borrower by promptly crediting the amounts so received, in like
funds, to an account of the applicable Borrower maintained with the
Administrative Agent (i) in New York City, in the case of Loans denominated in
Dollars, or (ii) in London, in the case of Loans denominated in Euros and
designated by the Borrower Representative, on behalf of the applicable Borrower,
in the applicable Borrowing Request; provided that ABR
Revolving Loans, Swingline Dollar Borrowings and Swingline Euro Borrowings made
to finance the reimbursement of an L/C Disbursement as provided in Section
2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing
Bank.

     

    (b) Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing of Revolving Facility Loans and/or Term Loans
that such Lender will not make available to the Administrative Agent such
Lender’s share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with paragraph
(a) of this Section and may, in reliance upon such assumption, make available to
the applicable Borrower a corresponding amount.  In such event, if a
Lender has not in fact made its share of the applicable Borrowing of Revolving
Facility Loans or Term Loans available to the Administrative Agent, then the
applicable Lender and the applicable Borrower severally agree to pay to the
Administrative Agent forthwith on demand (without duplication) such
corresponding amount (with demand to be first made on such Lender if legally
possible) with interest thereon, for each day from and including the date such
amount is made available to the applicable Borrower to but excluding the date of
payment to the Administrative Agent, at (i) in the case of such Lender, (x) the
greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation (in
the case of a Borrowing denominated in Dollars) or (y) the rate reasonably
determined by the Administrative Agent to be the cost to it of funding such
amount (in the case of a Borrowing denominated in Euros) or (ii) in the case of
the applicable Borrower, the interest rate applicable to ABR Loans (in the case
of a Borrowing denominated in Dollars) or the rate reasonably determined by the
Administrative Agent to be the cost to it of funding such amount (in the case of
a Borrowing denominated in Euros).  If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing.

     

    
      
        
        

      

      
        -69-

        
          

        

      

      
        
        

      

    

    SECTION
2.07 Interest
Elections.

     

     

    (a) Each
Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurocurrency Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request.  Thereafter,
the Borrower Representative, on behalf of the applicable Borrower, may elect to
convert such Borrowing to a different Type, in the case of Borrowings
denominated in Dollars, or to continue such Borrowing and, in the case of a
Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in
this Section.  The Borrower Representative, on behalf of the
applicable Borrower, may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate
Borrowing.  This Section shall not apply to Swingline Euro Borrowings
or Swingline Dollar Borrowings, which may not be converted or
continued.

     

    (b) To make
an election pursuant to this Section, the Borrower Representative, on behalf of
the applicable Borrower, shall notify the Administrative Agent of such election
by telephone by the time that a Borrowing Request would be required under
Section 2.03 if the Borrower Representative, on behalf of such Borrower, were
requesting a Borrowing of the Type and denominated in Euros resulting from such
election to be made on the effective date of such election.  Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Interest Election Request in a form approved by the Administrative Agent and
signed by the Borrower Representative on behalf of the applicable
Borrower.

     

    (c) Each
telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:

     

    (i) the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing);

     

    (ii) the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;

     

    
      
        
        

      

      
        -70-

        
          

        

      

      
        
        

      

    

    (iii) whether
the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
provided that
the resulting Borrowing is required to be a Eurocurrency Borrowing in the case
of a Borrowing denominated in Euros; and

     

    (iv) if the
resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by clause (a) of the definition of the term “Interest
Period.”

     

    If any
such Interest Election Request requests a Eurocurrency Borrowing but does not
specify an Interest Period, then the Borrower Representative, on behalf of the
applicable Borrower, shall be deemed to have selected an Interest Period of
three months’ duration.

     

    (d) Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender to which such Interest Election Request relates of the
details thereof and of such Lender’s portion of each resulting
Borrowing.

     

    (e) If the
Borrower Representative, on behalf of the applicable Borrower, fails to deliver
a timely Interest Election Request with respect to a Eurocurrency Borrowing
prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be continued as a Eurocurrency Borrowing with an Interest Period
of one month’s duration commencing on the last day of such Interest
Period.  Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
written request (including a request through electronic means) of the Required
Lenders, so notifies the applicable Borrower, then, so long as an Event of
Default is continuing (i) except as provided in clause (iii) below, no
outstanding Borrowing may be converted to or continued as a Eurocurrency
Borrowing, (ii) unless repaid, each Eurocurrency Borrowing denominated in
Dollars shall be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto and (iii) unless repaid, each Eurocurrency Borrowing
denominated in Euros shall be continued as a Eurocurrency Borrowing with an
Interest Period of one month’s duration.

     

    SECTION
2.08 Termination and Reduction of
Commitments.

     

     

    (a) Unless
previously terminated, the Revolving Facility Commitments shall terminate on the
Revolving Facility Maturity Date and the Credit-Linked Commitments shall
terminate on the Term Loan Maturity Date.  The Term Loan Commitments
shall terminate at 5:00 p.m. New York Time on the Effective Date.

     

    (b) The
Company (on behalf of itself and all other Revolving Borrowers) may at any time
terminate, or from time to time reduce, the Revolving Facility Commitments;
provided that
(i) each such reduction shall be in an amount that is an integral multiple of
$1.0 million and not less than $5.0 million (or, if less, the remaining amount
of the Revolving Facility Commitments) and (ii) the Company shall not terminate
or reduce the Revolving Facility Commitments if, after giving effect to any
concurrent prepayment of the Revolving Facility Loans in accordance with Section
2.11, the Revolving Facility Credit Exposure would exceed the total Revolving
Facility Commitments.

     

    
      
        
        

      

      
        -71-

        
          

        

      

      
        
        

      

    

    (c) The
Company shall notify the Administrative Agent of any election to terminate or
reduce the Revolving Facility Commitments and/or Credit-Linked Commitments under
paragraph (b) or (d) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and
the effective date thereof.  Promptly following receipt of any notice,
the Administrative Agent shall advise the applicable Lenders of the contents
thereof.  Each notice delivered by the Company pursuant to this
Section shall be irrevocable; provided that a
notice of termination of the Revolving Facility Commitments and/or Credit-Linked
Commitments delivered by the Company may state that such notice is conditioned
upon the effectiveness of other credit facilities, in which case such notice may
be revoked by the Company (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied.  Any
termination or reduction of Commitments shall be permanent.  Each
reduction of the Commitments under any Facility shall be made ratably among the
Lenders in accordance with their respective Commitments under such
Facility.

     

    (d) The
Company (on behalf of itself and CAC) shall have the right, at any time or from
time to time, without premium or penalty to terminate the Total Unutilized
Credit-Linked Commitment in whole, or reduce it in part, in an integral multiple
of $1.0 million and not less than $5.0 million (or if less the remaining amount
of the Credit-Linked Commitments) in the case of partial reductions to the Total
Unutilized Credit-Linked Commitment, provided that each
such reduction shall apply proportionately to permanently reduce the
Credit-Linked Commitment of each CL Lender.  At the time of any
termination or reduction of the Total Credit-Linked Commitment pursuant to this
Section 2.08(d) or on the Term Loan Maturity Date, the Administrative Agent
shall request the Deposit Bank to withdraw from the Credit-Linked Deposit
Account and to pay same over to it, and shall return to the CL Lenders (ratably
in accordance with their respective CL Percentages) the CL Lenders’
Credit-Linked Deposits in an aggregate amount equal to such reduction or the
amount of such Commitment being terminated, as the case may
be.  Notwithstanding the foregoing or anything else in this Agreement
to the contrary, following the reimbursement or repayment by a Borrower for any
drawing or CL Loan under the CL Facility, in no event shall the Deposit Bank be
required to return to any CL Lender any proceeds of such CL Lender’s
Credit-Linked Deposit prior to the 90th day following such reimbursement or
repayment unless the respective CL Lender shall have sufficiently indemnified
the Deposit Bank (in the sole discretion of the Deposit Bank) for any losses the
Deposit Bank may incur as a result of preference claims brought by any creditor
of a Borrower with respect to the proceeds of such reimbursement or
repayment.

     

    SECTION
2.09 Repayment of Loans; Evidence
of Debt, etc.

     

    (a) The
Company hereby unconditionally promises to pay (i) on the Revolving Facility
Maturity Date in Euros or Dollars, as applicable, to the Administrative Agent
for the account of each Revolving Facility Lender the then unpaid principal
amount of each Revolving Facility Loan made to the Company and (ii) in Euros or
Dollars, as applicable, to the Administrative Agent for the account of each
Lender the then unpaid principal amount of each Term Loan of such Lender as
provided in Section 2.10.  Each CL Borrower hereby unconditionally,
and jointly and severally, promises to pay on the Term Loan Maturity Date in
Dollars to the Administrative Agent for the account of each CL Lender the then
unpaid principal amount of each CL Loan of such CL Lender owing by any CL
Borrower.  Each Domestic Swingline Borrower hereby unconditionally
promises to pay in Dollars to each Swingline Lender the then unpaid principal
amount of each Swingline Loan made to such Borrower on the earlier of the
Revolving Facility Maturity Date and the first date after such Swingline Loan is
made that is the 15th or last day of a calendar month and is at least five
Business Days after such Swingline Loan is made; provided that on each
date that a Revolving Facility Borrowing is made by such Borrower, then such
Borrower shall repay all its Swingline Loans then outstanding.  Each
Revolving Borrower hereby unconditionally promises to pay in Dollars (or in
Euros if the Revolving Facility Borrowing was made in Euros) to the
Administrative Agent for the account of each Revolving Facility Lender the then
unpaid principal amount of each Revolving Facility Loan to such Borrower on the
Revolving Facility Maturity Date.  Each Foreign Swingline Borrower
hereby unconditionally promises to pay in Euros to each Swingline Euro Lender
the then unpaid principal amount of each Swingline Euro Loan made by such Lender
to such Borrower on the earlier of the Revolving Facility Maturity Date and the
last day of the Interest Period applicable to such Swingline Euro
Loan.

     

    
      
        
        

      

      
        -72-

        
          

        

      

      
        
        

      

    

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

     

    (c) The
Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made hereunder, the Facility and Type thereof
and the Interest Period (if any) applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from each
Borrower to each Lender hereunder and (iii) any amount received by the
Administrative Agent hereunder for the account of the Lenders and each Lender’s
share thereof.

     

    (d) The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima
facie evidence of the existence and amounts of the obligations recorded
therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of any Borrower
to repay the Loans in accordance with the terms of this Agreement.

     

    (e) Any
Lender may request that Loans made by it be evidenced by a promissory
note.  In such event, the Borrower Representative, on behalf of the
applicable Borrower, shall prepare, execute and deliver to such Lender a
promissory note payable to the order of such Lender (or, if requested by such
Lender, to such Lender and its registered assigns) and in a form approved by the
Administrative Agent.  Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered
assigns).

     

    (f) At the
time of any termination of the Total Credit-Linked Commitment pursuant to
Section 2.08(a) or pursuant to Article VII (but otherwise subject to the last
sentence of Section 2.08(d)), the Administrative Agent shall request the Deposit
Bank to withdraw from the Credit-Linked Deposit Account and to pay same over to
it, and shall return to the CL Lenders (ratably in accordance with their
respective CL Percentages), the CL Lenders’ Credit-Linked Deposits in an amount
by which the aggregate amount of the Credit-Linked Deposits at such time exceeds
the aggregate CL L/C Exposure (less unreimbursed L/C Disbursements included
therein) at such time.

     

    
      
        
        

      

      
        -73-

        
          

        

      

      
        
        

      

    

    SECTION
2.10 Repayment of Term
Loans.

     

    (a) Subject
to adjustment pursuant to paragraph (c) of this Section, the Company shall repay
Term Loans owed by it (such repayment to be in Dollars if made in respect of
Dollar Term Loans or in Euros if made in respect of Euro Term Loans) on (x) the
three-month anniversary of the Effective Date, and each three-month anniversary
thereafter (each such date being referred to as an “Installment Date”)
and prior to the Term Loan Maturity Date in an aggregate amount equal to 1/4 of
1% of the then Maximum Term Amount and (y) the Term Loan Maturity Date in an
amount equal to the remaining principal amount of the Term Loans owed by
it.

     

    (b) To the
extent not previously paid, all Term Loans shall be due and payable on the Term
Loan Maturity Date.

     

    (c) Prepayment
of Term Loans pursuant to Section 2.11(c) shall be applied to reduce on a pro rata basis (based on
the amount of such amortization payments) the remaining scheduled amortization
payments in respect of the Term Loans.

     

    (d) Any
Lender holding Term Loans may elect, on not less than two Business Days’ prior
written notice to the Administrative Agent with respect to any mandatory
prepayment made pursuant to Section 2.11(c), not to have such prepayment applied
to such Lender’s Term Loans, in which case the amount not so applied shall be
retained by the Company (and applied as it elects).

     

    (e) Prior to
any repayment of any Borrowing under any Facility hereunder, the Borrower
Representative, on behalf of the applicable Borrower, shall select the Borrowing
or Borrowings under such Facility to be repaid and shall notify the
Administrative Agent by telephone (confirmed by telecopy) of such selection not
later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, one
Business Day before the scheduled date of such repayment and (ii) in the case of
a Eurocurrency Borrowing, three Business Days before the scheduled date of such
repayment.  Each repayment of a Borrowing (x) in the case of the
Revolving Facility, shall be applied to the Revolving Facility Loans included in
the repaid Borrowing such that each Revolving Facility Lender receives its
ratable share of such repayment (based upon the respective Revolving Facility
Credit Exposures of the Revolving Facility Lenders at the time of such
repayment) and (y) in all other cases, shall be applied ratably to the Loans
included in the repaid Borrowing.  Notwithstanding anything to the
contrary in the immediately preceding sentence, prior to any repayment of a
Swingline Dollar Borrowing or a Swingline Euro Borrowing hereunder, the
applicable Swingline Borrower shall select the Borrowing or Borrowings to be
repaid and shall notify the Administrative Agent by telephone (confirmed by
telecopy) of such selection not later than 1:00 p.m., Local Time, on the
scheduled date of such repayment.  Except as provided in Section
2.13(d), repayments of Borrowings shall be accompanied by accrued interest on
the amount repaid.

     

    
      
        
        

      

      
        -74-

        
          

        

      

      
        
        

      

    

    (f) Amounts
to be applied pursuant to Section 2.11(c) shall be applied, as applicable, first
to reduce outstanding ABR Loans.  Any amounts remaining after each
such application shall be applied to prepay Eurodollar Term
Loans.  Notwithstanding the foregoing, if the amount of any prepayment
of Loans required under Section 2.11(c) shall be in excess of the amount of the
ABR Loans at the time outstanding (an “Excess Amount”), only
the portion of the amount of such prepayment as is equal to the amount of such
outstanding ABR Loans shall be immediately prepaid and, at the election of
Borrower, the Excess Amount shall be either (A) deposited in an escrow account
on terms satisfactory to the Collateral Agent and applied to the prepayment of
Eurodollar Loans on the last day of the then next-expiring Interest Period for
Eurodollar Loans; provided that
(i) interest in respect of such Excess Amount shall continue to accrue
thereon at the rate provided hereunder for the Loans which such Excess Amount is
intended to repay until such Excess Amount shall have been used in full to repay
such Loans and (ii) at any time while a Default has occurred and is
continuing, the Administrative Agent may, and upon written direction from the
Required Lenders shall, apply any or all proceeds then on deposit to the payment
of such Loans in an amount equal to such Excess Amount; or (B) prepaid
immediately, together with any amounts owing to the Lenders under
Section 2.16.

     

    SECTION
2.11 Prepayments,
etc.

     

    (a) The
applicable Borrower shall have the right at any time and from time to time to
prepay any Borrowing in whole or in part, without premium or penalty (but
subject to Section 2.16), in an aggregate principal amount that is an integral
multiple of the Borrowing Multiple and not less than the Borrowing Minimum or,
if less, the amount outstanding, subject to prior notice in accordance with
Section 2.10(e), provided that such
optional prepayments of the Term Loans shall be applied to reduce on a pro rata basis (based
on the amount of such amortization payments) the remaining scheduled
amortization payments in respect of the Term Loans.

     

    (b) In the
event and on such occasion that the Revolving Facility Credit Exposure exceeds
(x) 105% of the total Revolving Facility Commitments solely as a result of
currency fluctuations or (y) the total Revolving Facility Commitments (other
than as a result of currency fluctuations), the Borrowers under the Revolving
Facility shall prepay Revolving Facility Borrowings, Swingline Dollar Borrowings
and/or Swingline Euro Borrowings (or, if no such Borrowings are outstanding,
deposit cash collateral in an account with the Administrative Agent pursuant to
Section 2.05(k)) made to such Borrowers, in an aggregate amount equal to the
amount by which the Revolving Facility Credit Exposure exceeds the total
Revolving Facility Commitments.

     

    (c) Holdings
shall cause (i) an amount equal to all Net Proceeds (rounded down to the nearest
Borrowing Multiple) promptly upon receipt thereof to be used to prepay Term
Loans in accordance with Section 2.10(c) and (ii) an amount equal to the
Remaining Note Amount (rounded down to the nearest Borrowing Multiple) to be
used to prepay Term Loans in accordance with Section 2.10(c) on the date three
months after the Effective Date to the extent not previously used to redeem the
Remaining Notes.

     

    (d) On any
day on which the aggregate CL Exposure exceeds the Total Credit-Linked
Commitment at such time, CAC and the Company on a joint and several basis agree
to pay to the Administrative Agent at the Payment Office on such day an amount
of cash and/or Cash Equivalents equal to the amount of such excess, such cash
and/or Cash Equivalents first, to be used to repay any outstanding CL Loans,
with any remaining cash and/or Cash Equivalents to be held as security for all
obligations of the respective CL Borrower to the Issuing Lenders and the CL
Lenders hereunder in respect of CL Letters of Credit in a cash collateral
account to be established by, and under the sole dominion and control of, the
Administrative Agent.

     

    
      
        
        

      

      
        -75-

        
          

        

      

      
        
        

      

    

    SECTION
2.12 Fees.

     

    (a) The
Company (on behalf of itself and the other Revolving Borrowers) agrees to pay to
each Revolving Facility Lender (other than any Defaulting Lender), through the
Administrative Agent, 10 Business Days after the last day of March, June,
September and December in each year, and three Business Days after the date on
which the Revolving Facility Commitments of all the Lenders shall be terminated
as provided herein, a commitment fee (a “RF Commitment Fee”)
in Dollars on the daily amount of the Available Revolving Unused Commitment of
such Lender during the preceding quarter (or other period commencing with the
Effective Date or ending with the date on which the Revolving Facility
Commitment of such Lender shall be terminated) at a rate equal to 0.50% per
annum; provided
that the RF Commitment Fee will be reduced (i) to 0.375% per annum if as of the
most recent Calculation Date Holdings demonstrates a First Lien Senior Secured
Leverage Ratio not greater than 2.25:1 (but greater than 1.75:1) and (ii) to
0.25% per annum if as of the most recent Calculation Date Holdings demonstrates
a First Lien Senior Secured Leverage Ratio not greater than
1.75:1.  All RF Commitment Fees shall be computed on the basis of the
actual number of days elapsed in a year of 365 days (or 366 days in a leap
year).  For the purpose of calculating any Lender’s RF Commitment Fee,
the outstanding Swingline Loans during the period for which such Lender’s RF
Commitment Fee is calculated shall be deemed to be zero.  The RF
Commitment Fee due to each Lender shall commence to accrue on the Effective Date
and shall cease to accrue on the date on which the last of the Revolving
Facility Commitments shall be terminated as provided herein.

     

    (b) The
Company (on behalf of itself and the other Revolving Borrowers and/or CAC) from
time to time agrees to pay (i) to each Revolving Facility Lender (other than any
Defaulting Lender), through the Administrative Agent, 10 Business Days after the
last day of March, June, September and December of each year and three Business
Days after the date on which the Revolving Facility Commitments of all the
Lenders shall be terminated as provided herein, a fee (an “L/C Participation
Fee”) in Dollars on such Lender’s Revolving Facility Percentage of the
daily aggregate Revolving L/C Exposure (excluding the portion thereof
attributable to unreimbursed L/C Disbursements), during the preceding quarter
(or shorter period commencing with the Effective Date or ending with the date on
which the Revolving Facility Commitments shall be terminated) at the rate per
annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings
effective for each day in such period, and (ii) to each Issuing Bank, for its
own account, (x) 10 Business Days after the last day of March, June, September
and December of each year and three Business Days after the date on which the
Revolving Facility Commitments or Credit-Linked Commitments, as the case may be,
of all the Lenders shall be terminated as provided herein, a fronting fee in
Dollars in respect of each Letter of Credit issued by such Issuing Bank for the
period from and including the date of issuance of such Letter of Credit to and
including the termination of such Letter of Credit, computed at a rate equal to
1/8 of 1% per annum of the daily stated amount of such Letter of Credit) (with
the minimum annual fronting fee for each Letter of Credit to be not less than
$500) plus (y) in connection with the issuance, amendment or transfer of any
such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s
customary documentary and processing charges (collectively, “Issuing Bank
Fees”).  The Company and CAC, jointly and severally, agree to
pay to each CL Lender (based on each such CL Lender’s CL Percentage), through
the Administrative Agent, a fee (the “CL Facility Fee”)
equal to the sum of (I) a rate per annum equal to the Applicable CL Margin on
the aggregate amount of such CL Lender’s CL Percentage of the Credit-Linked
Deposits from time to time and (II) a rate per annum equal to the Credit-Linked
Deposit Cost Amount as in effect from time to time on such CL Lender’s CL
Percentage of the aggregate amount of the Credit-Linked Deposits from time to
time, in each case for the period from and including the Effective Date to and
including the date on which the Total Credit-Linked Commitment has been
terminated, the Credit-Linked Deposits have been returned to the CL Lenders and
all CL Letters of Credit have been terminated.  Accrued CL Facility
Fees shall be due and payable quarterly in arrears on each CL Interest Payment
Date and on the date on which the Total Credit-Linked Commitment has been
terminated, the Credit-Linked Deposits have been returned to the CL Lenders and
all CL Letters of Credit have been terminated.  All L/C Participation
Fees, Issuing Bank Fees and CL Facility Fees that are payable on a per annum
basis shall be computed on the basis of the actual number of days elapsed in a
year of 360 days.

     

    
      
        
        

      

      
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    (c) The
Company agrees to pay to the Administrative Agent, for the account of the
Administrative Agent, the fees set forth in the Administrative Agent’s Fee
Letter dated the Closing Date (the “Administrative Agent
Fees”).

     

    (d) All Fees
shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution, if and as appropriate, among the Lenders,
except that Issuing Bank Fees shall be paid directly to the applicable Issuing
Banks.  Once paid, none of the Fees shall be refundable under any
circumstances.

     

    SECTION
2.13 Interest.

     

     

    (a) The Loans
comprising each ABR Borrowing (including each Swingline Dollar Loan) shall bear
interest at the Alternate Base Rate plus the Applicable Margin.

     

    (b) The Loans
comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable
Margin.

     

    (c) Notwithstanding
the foregoing, if any principal of or interest on any Loan or any Fees or other
amount payable by the applicable Borrower hereunder is not paid when due,
whether at stated maturity, upon acceleration or otherwise, such overdue
principal amount shall bear interest, and each such other overdue amount shall,
to the extent permitted by law, bear interest, in each case after as well as
before judgment, at a rate per annum equal to (i) in the case of overdue
principal of any Loan, 2% plus the rate otherwise applicable to such Loan as
provided in the preceding paragraphs of this Section or (ii) in the case of any
other amount (x) payable in Dollars, 2% plus the rate applicable to CL Loans or
Revolving Loans that are ABR Loans as provided in paragraph (a) of this Section
or (y) payable in Euros, 2% plus the rate otherwise applicable to a Revolving
Loan denominated in Euros with a one-month Interest Period made on such date;
provided that
this paragraph (c) shall not apply to any payment default that has been waived
by the Lenders pursuant to Section 9.08.

     

    
      
        
        

      

      
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    (d) Accrued
interest on each Loan shall be payable in arrears (i) on each Interest Payment
Date for such Loan, (ii) in the case of Revolving Facility Loans, upon
termination of the Revolving Facility Commitments, (iii) in the case of any
CL Loans, upon the expiration of the CL Availability Period or upon termination
of the Total Credit-Linked Commitment and (iv) in the case of the Term
Loans, on the Term Loan Maturity Date; provided that (i)
interest accrued pursuant to paragraph (c) of this Section shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan (other than
a prepayment of an ABR Revolving Loan or Swingline Dollar Loan prior to the end
of the Revolving Availability Period), accrued interest on the principal amount
repaid or prepaid shall be payable on the date of such repayment or prepayment
and (iii) in the event of any conversion or payment of any Eurocurrency Loan
prior to the end of the current Interest Period therefor, accrued interest on
such Loan shall be payable on the effective date of such conversion or
payment.

     

    (e) All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate shall be computed on the basis of
a year of 365 days (or 366 days in a leap year), and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).  The applicable Alternate Base Rate, Adjusted
LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be prima facie evidence thereof.

     

    (f) All
interest paid or payable pursuant to this Section 2.13 shall be paid in the
applicable currency in which the Loan giving rise to such interest is
denominated.

     

    SECTION
2.14 Alternate Rate of
Interest.

     

    If prior
to the commencement of any Interest Period for a Eurocurrency Borrowing
denominated in any currency:

     

    (a) the
Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
Period; or

     

    (b) the
Administrative Agent is advised by the Majority Lenders under a Facility that
the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period
will not adequately and fairly reflect the cost to such Lenders of making or
maintaining their Loans included in such Borrowing for such Interest
Period;

     

    then the
Administrative Agent shall give notice thereof to the Borrowers and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrowers and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurocurrency Borrowing denominated in such
currency shall be ineffective and such Borrowing shall be converted to or
continued as on the last day of the Interest Period applicable thereto (A) if
such Borrowing is denominated in Dollars, an ABR Borrowing or (B) if such
Borrowing is denominated in Euros, as a Borrowing bearing interest at such rate
as the Majority Lenders under the Revolving Facility and the applicable Borrower
shall agree adequately reflects the costs to the Revolving Facility Lenders of
making or maintaining their Loans, and (ii) if any Borrowing Request requests a
Eurocurrency Borrowing in such currency, such Borrowing shall be made as an ABR
Borrowing (if such Borrowing is requested to be made in Dollars) or shall be
made as a Borrowing bearing interest at such rate as the Majority Lenders under
the Revolving Facility shall agree adequately reflects the costs to the
Revolving Facility Lenders of making the Loans comprising such
Borrowing.

     

    
      
        
        

      

      
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    SECTION
2.15 Increased
Costs.

     

     

    (a) If any
Change in Law shall:

     

    (i) impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO
Rate or those for which payment has been requested pursuant to Section 2.21) or
Issuing Bank; or

     

    (ii) impose on
any Lender or Issuing Bank or the London interbank market any other condition
affecting this Agreement, Eurocurrency Loans or Swingline Euro Loans made by
such Lender or any Letter of Credit or participation therein (except those for
which payment has been requested pursuant to Section 2.21);

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurocurrency Loan or Swingline Euro Loan (or of
maintaining its obligation to make any such Loan) or to increase the cost to
such Lender or Issuing Bank of participating in, issuing or maintaining any
Letter of Credit or to reduce the amount of any sum received or receivable by
such Lender or Issuing Bank hereunder (whether of principal, interest or
otherwise), in each case determined to be material by such Lender, then the
applicable Borrower (in the case of a Loan) or the applicable Applicant Party
(in the case of a Letter of Credit) will pay to such Lender or Issuing Bank, as
applicable, such additional amount or amounts as will compensate such Lender or
Issuing Bank, as applicable, for such additional costs incurred or reduction
suffered.

     

    (b) If any
Lender or Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing
Bank’s holding company, if any, as a consequence of this Agreement or the Loans
made by, or participations in Letters of Credit held by, such Lender, or the
Letters of Credit issued by such Issuing Bank, to a level below that which such
Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding
company could have achieved but for such Change in Law (taking into
consideration such Lender’s or such Issuing Bank’s policies and the policies of
such Lender’s or such Issuing Bank’s holding company with respect to capital
adequacy) and determined to be material by such Lender, then from time to time
the applicable Borrower (in the case of a Loan) or the applicable Applicant
Party (in the case of a Letter of Credit) shall pay to such Lender or such
Issuing Bank, as applicable, such additional amount or amounts as will
compensate such Lender or such Issuing Bank or such Lender’s or such Issuing
Bank’s holding company for any such reduction suffered.

     

    
      
        
        

      

      
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    (c) A
certificate of a Lender or an Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or Issuing Bank or its holding company, as
applicable, as specified in paragraph (a) or (b) of this Section (as well as
reasonably detailed calculations thereof) shall be delivered to the applicable
Borrower (in the case of a Loan) or the applicable Applicant Party (in the case
of a Letter of Credit) and shall be prima facie evidence of the amounts
thereof.  The applicable Borrower (in the case of a Loan) or the
applicable Applicant Party (in the case of a Letter of Credit) shall pay such
Lender or Issuing Bank, as applicable, the amount shown as due on any such
certificate within 10 days after receipt thereof.

     

    (d) Promptly
after any Lender or any Issuing Bank has determined that it will make a request
for increased compensation pursuant to this Section 2.15, such Lender or Issuing
Bank shall notify the applicable Borrower thereof.  Failure or delay
on the part of any Lender or Issuing Bank to demand compensation pursuant to
this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s
right to demand such compensation; provided that a
Borrower shall not be required to compensate a Lender or an Issuing Bank
pursuant to this Section for any increased costs or reductions incurred more
than 180 days prior to the date that such Lender or Issuing Bank, as applicable,
notifies such Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender’s or Issuing Bank’s intention to claim
compensation therefor; provided, further, that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the 180-day period referred to above shall be extended to include the
period of retroactive effect thereof.

     

    SECTION
2.16 Break Funding
Payments.

     

    In the
event of (a) the payment of any principal of any Eurocurrency Loan or Swingline
Euro Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion of any
Eurocurrency Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency
Loan on the date specified in any notice delivered pursuant hereto or (d) the
assignment of any Eurocurrency Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by a Borrower pursuant to
Section 2.19, then, in any such event, such Borrower shall compensate each
Lender for the loss, cost and expense attributable to such event.  In
the case of a Eurocurrency Loan or Swingline Euro Loan, such loss, cost or
expense to any Lender shall be deemed to be the amount reasonably determined by
such Lender to be the excess, if any, of (i) the amount of interest which would
have accrued on the principal amount of such Loan had such event not occurred,
at the Adjusted LIBO Rate that would have been applicable to such Loan, for the
period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue a
Eurocurrency Loan, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for deposits in Euros of
a comparable amount and period from other banks in the Eurodollar
market.  A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to such Borrower and shall be prima facie evidence of the amounts
thereof.  Such Borrower shall pay such Lender the amount shown as due
on any such certificate within 10 days after receipt thereof.

     

    
      
        
        

      

      
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    Each CL
Borrower jointly and severally agrees to compensate the Deposit Bank, upon its
written request (which request shall set forth in reasonable detail the basis
for requesting such compensation), for all losses, expenses and liabilities
incurred by the Deposit Bank in connection with (i) any withdrawals from
the Credit-Linked Deposit Account pursuant to the terms of this Agreement prior
to the end of the applicable Interest Period or scheduled investment termination
date for the Credit-Linked Deposits and (ii) the termination of the Total
Credit-Linked Commitment (and the related termination of the investment of the
funds held in the Credit-Linked Deposit Account) prior to the end of any
applicable Interest Period or scheduled investment termination date for the
Credit-Linked Deposits.

     

    SECTION
2.17 Taxes.

     

    (a) Any and
all payments by or on account of any obligation of any Loan Party hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided that if a
Loan Party shall be required 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) each Agent, Lender or Issuing Bank,
as applicable, receives an amount equal to the sum it would have received had no
such deductions been made, (ii) such Loan Party shall make such deductions and
(iii) such Loan Party shall timely pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

     

    (b) In
addition, the Loan Parties shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

     

    (c) Each Loan
Party shall indemnify the Agents, each Lender and each Issuing Bank, within 10
days after written demand therefor, for the full amount of any Indemnified Taxes
or Other Taxes paid by such Agent, Lender or Issuing Bank, as applicable, on or
with respect to any payment by or on account of any obligation of such Loan
Party hereunder (including Indemnified Taxes or Other Taxes imposed or asserted
on or attributable to amounts payable under this Section) and any reasonable
expense 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.  A certificate as to the
amount of such payment or liability delivered to such Loan Party by a Lender or
an Issuing Bank, or by the Administrative Agent on its own behalf, on behalf of
another Agent or on behalf of a Lender or an Issuing Bank, shall be conclusive
absent manifest error.

     

    (d) As soon
as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan
Party to a Governmental Authority, such Loan Party 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) Any
Lender that is entitled to an exemption from or reduction of withholding Tax
under the law of the jurisdiction in which a Borrower is located, or any treaty
to which such jurisdiction is a party, with respect to payments under this
Agreement shall deliver to such Borrower (with a copy to the Administrative
Agent), to the extent such Lender is legally entitled to do so, at the time or
times prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law as may reasonably be requested by
such Borrower to permit such payments to be made without such withholding tax or
at a reduced rate; provided that no
Lender shall have any obligation under this paragraph (e) with respect to any
withholding Tax imposed by any jurisdiction other than the United States if in
the reasonable judgment of such Lender such compliance would subject such Lender
to any material unreimbursed cost or expense or would otherwise be
disadvantageous to such Lender in any material respect.

     

    (f) If an
Agent or a Lender determines, in good faith and in its sole discretion, that it
has received a refund of any Indemnified Taxes or Other Taxes as to which it has
been indemnified by a Loan Party or with respect to which such Loan Party has
paid additional amounts pursuant to this Section 2.17, it shall pay over such
refund to such Loan Party (but only to the extent of indemnity payments made, or
additional amounts paid, by such Loan Party under this Section 2.17 with respect
to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of such Agent or such Lender (including any Taxes imposed
with respect to such refund) as is determined by the Agent or Lender in good
faith and in its sole discretion and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund); provided that such
Loan Party, upon the request of such Agent or such Lender, agrees to repay as
soon as reasonably practicable the amount paid over to such Loan Party (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to such Agent or such Lender in the event such Agent or such Lender
is required to repay such refund to such Governmental Authority.  This
Section shall not be construed to require any Agent or any Lender to make
available its Tax returns (or any other information relating to its Taxes which
it deems confidential) to the Loan Parties or any other Person.

     

    SECTION
2.18 Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.

     

    (a) Unless
otherwise specified, each Borrower shall make each payment required to be made
by it hereunder (whether of principal, interest, fees or reimbursement of L/C
Disbursements, or of amounts payable under Section 2.15, 2.16, 2.17 or 2.21, or
otherwise) prior to 2:00 p.m., Local Time, on the date when due, in immediately
available funds, without condition or deduction for any defense, recoupment,
set-off or counterclaim.  Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon.  All such payments shall be made to the
Administrative Agent to the applicable account designated to the Company by the
Administrative Agent, except payments to be made directly to the applicable
Issuing Bank or the applicable Swingline Lender as expressly provided herein and
except that payments pursuant to Sections 2.15, 2.16, 2.17, 2.21 and 9.05 shall
be made directly to the Persons entitled thereto.  The Administrative
Agent shall distribute any such payments received by it for the account of any
other Person to the appropriate recipient promptly following receipt thereof or,
in the case of payments made prior to the Revolving Facility Maturity Date in
respect of CL Loans or of L/C Disbursements funded by CL Lenders from
Credit-Linked Deposits, the Administrative Agent shall deposit same in the
Credit-Linked Deposit Account.  If any payment hereunder shall be due
on a day that is not a Business Day, the date for payment shall be extended to
the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such
extension.  All payments hereunder of (i) principal or interest in
respect of any Loan shall be made in the currency in which such Loan is
denominated, (ii) reimbursement obligations shall, subject to Sections 2.05(e)
and 2.05(k), be made in the currency in which the Letter of Credit in respect of
which such reimbursement obligation exists is denominated or (iii) any other
amount due hereunder or under another Loan Document shall be made in
Dollars.  Any payment required to be made by the Administrative Agent
hereunder shall be deemed to have been made by the time required if the
Administrative Agent shall, at or before such time, have taken the necessary
steps to make such payment in accordance with the regulations or operating
procedures of the clearing or settlement system used by the Administrative Agent
to make such payment.  Any amount payable by the Administrative Agent
to one or more Lenders in the national currency of a member state of the
European Union that has adopted the Euro as its lawful currency shall be paid in
Euros.

     

    
      
        
        

      

      
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    (b) If at any
time insufficient funds are received by and available to the Administrative
Agent from any Borrower to pay fully all amounts of principal, unreimbursed L/C
Disbursements, interest and fees then due from such Borrower hereunder, such
funds shall be applied (i) first, towards
payment of interest and fees then due from such Borrower hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards
payment of principal and unreimbursed L/C Disbursements then due from such
Borrower hereunder, ratably among the parties entitled thereto in accordance
with the amounts of principal and unreimbursed L/C Disbursements then due to
such parties.

     

    (c) If any
Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Term
Loans, Revolving Facility Loans, CL Loans or participations in L/C Disbursements
or Swingline Loans resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Term Loans, Revolving Facility Loans,
CL Loans and participations in L/C Disbursements and Swingline Loans and accrued
interest thereon than the proportion received by any other Lender, then the
Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Term Loans, Revolving Facility Loans, CL Loans and
participations in L/C Disbursements and Swingline Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Term Loans, Revolving Facility Loans, CL
Loans and participations in L/C Disbursements and Swingline Loans; provided that (i) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph (c) shall not be construed to apply to any
payment made by a Borrower pursuant to and in accordance with the express terms
of this Agreement (including in connection with any reduction or termination of
commitments under any Facility) or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans or participations in L/C Disbursements to any assignee or participant,
other than to such Borrower or any Subsidiary or Affiliate thereof (as to which
the provisions of this paragraph (c) shall apply).

     

    
      
        
        

      

      
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    (d) Unless
the Administrative Agent shall have received notice from a Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of
the Lenders or the applicable Issuing Bank hereunder that such Borrower will not
make such payment, the Administrative Agent may assume that such Borrower has
made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders or the applicable Issuing Bank, as
applicable, the amount due.  In such event, if such Borrower has not
in fact made such payment, then each of the Lenders or the applicable Issuing
Bank, as applicable, severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender or Issuing Bank
with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative
Agent, at (i) the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation (in the case of an amount denominated in Dollars) and
(ii) the rate reasonably determined by the Administrative Agent to be the cost
to it of funding such amount (in the case of an amount denominated in
Euros).

     

    (e) If any
Lender shall fail to make any payment required to be made by it pursuant to
Section 2.04(c), 2.05(d) or (e), 2.06(b) or 2.18(d), then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof),
apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender’s obligations under such Sections
until all such unsatisfied obligations are fully paid.

     

    SECTION
2.19 Mitigation Obligations;
Replacement of Lenders.

     

    (a) If any
Lender requests compensation under Section 2.15 or 2.21, or if a Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or Affiliates, if, in the
reasonable judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.15,
2.17 or 2.21, as applicable, in the future and (ii) would not subject such
Lender to any material unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender in any material respect.  Each Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

     

    (b) If any
Lender requests compensation under Section 2.15 or 2.21, or if a Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, or if a Lender
is a Defaulting Lender, then such Borrower may, at its sole expense and effort,
upon notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in L/C Disbursements and Swingline
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or such Borrower (in the case of all other amounts)
and (ii) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 or 2.21 or payments required to be made pursuant
to Section 2.17, such assignment will result in a reduction in such compensation
or payments.  Nothing in this Section 2.19 shall be deemed to
prejudice any rights that any Borrower may have against any Lender that is a
Defaulting Lender.

     

    
      
        
        

      

      
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    (c) If any
Lender (such Lender, a “Non-Consenting
Lender”) has failed to consent to a proposed amendment, waiver, discharge
or termination which pursuant to the terms of Section 9.08 requires the consent
of all of the Lenders affected and with respect to which the Required Lenders
shall have granted their consent, then provided no Event of Default then exists,
the Company shall have the right, at its sole cost and expense, (unless such
Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender
by requiring such Non-Consenting Lender to assign its Loans, and its Commitments
hereunder to one or more assignees reasonably acceptable to the Administrative
Agent, provided
that:  (a) all Obligations of Borrowers owing to such Non-Consenting
Lender being replaced (and all Credit-Linked Deposits funded by such Lender)
shall be paid in full to such Non-Consenting Lender concurrently with such
assignment and (b) the replacement Lender shall purchase the foregoing by paying
to such Non-Consenting Lender a price equal to the principal amount thereof plus
accrued and unpaid interest thereon.  In connection with any such
assignment the Company, Administrative Agent, such Non-Consenting Lender and the
replacement Lender shall otherwise comply with Section 9.04; provided that the
processing and recordation fee due and payable pursuant to 9.04(b)(ii)(C) shall
be waived in connection with any assignment pursuant to this Section
2.19(c).

     

    SECTION
2.20 Revolving
Borrowers.

     

    The
Company may designate after the Effective Date any Domestic Subsidiary of the
Company that is party to the U.S. Collateral Agreement and/or any Foreign
Subsidiary of the Company that is a Wholly Owned Subsidiary as an additional
Revolving Borrower, with a specified Maximum Credit Limit, by delivery to the
Administrative Agent of a Revolving Borrower Agreement executed by such
Subsidiary and the Company at least 5 Business Days (or 10 Business Days in the
case of any Subsidiary which is not both a Domestic Subsidiary and a Wholly
Owned Subsidiary) prior to the date of such designation, a copy of which the
Administrative Agent shall promptly deliver to the Lenders.  It is
agreed that Grupo Celanese S.A., if and when designated by the Company as a
Revolving Borrower, will have a Maximum Credit Limit equal at any time to the
Dollar Equivalent of the aggregate Revolving Facility Commitments at such time.
Each such designation shall specify whether such Subsidiary shall be entitled to
make Borrowings under and/or request Letters of Credit under the Revolving
Facility, and each such designation and specified Maximum Credit Limit shall be
subject to the consent of the Administrative Agent (which consent shall not
unreasonably be withheld).  Upon the execution by the Company and
delivery to the Administrative Agent of a Revolving Borrower Termination with
respect to any Revolving Borrower, such Subsidiary shall cease to be a Revolving
Borrower and a party to this Agreement as a Revolving Borrower; provided that no
Revolving Borrower Termination will become effective as to any Revolving
Borrower (other than to terminate such Revolving Borrower’s right to make
further Borrowings under this Agreement) at a time when any principal of or
interest on any Loan to such Revolving Borrower or any Letter of Credit for the
account of such Revolving Borrower shall be outstanding
hereunder.  Promptly following receipt of any Revolving Borrower
Agreement or Revolving Borrower Termination, the Administrative Agent shall send
a copy thereof to each Revolving Facility Lender.  The Company shall
be entitled to designate any Foreign Subsidiary that complies with the
requirements described in Section 5.10(f) as a Revolving Borrower.

     

    
      
        
        

      

      
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    SECTION
2.21 Additional Reserve
Costs.

     

    (a) For so
long as any Lender is required to make special deposits with the Bank of England
and/or the Financial Services Authority (or, in either case any other authority
which replaced all or any of its functions) and/or the European Central Bank or
comply with reserve assets, liquidity, cash margin or other requirements of the
Bank of England and/or the Financial Services Authority (or, in either case any
other authority which replaced all or any of its functions) and/or the European
Central Bank, to maintain reserve asset ratios or to pay fees, in each case in
respect of such Lender’s Eurocurrency Loans or Swingline Euro Loans, such Lender
shall be entitled to require the applicable Borrower to pay, contemporaneously
with each payment of interest on each of such Loans, additional interest on such
Loan at a percentage rate per annum equal to the Mandatory Costs Rate calculated
in accordance with the formulae and in the manner set forth in Exhibit H
hereto.

     

    (b) Any
additional interest owed pursuant to paragraph (a) above shall be determined by
the applicable Lender, which determination shall be prima facie evidence of the
amount thereof, and notified to the applicable Borrower (with a copy to the
Administrative Agent) at least 10 days before each date on which interest is
payable for the applicable Loan, and such additional interest so notified to the
applicable Borrower by such Lender shall be payable to the Administrative Agent
for the account of such Lender on each date on which interest is payable for
such Loan.

     

    SECTION
2.22 Illegality.

     

    (a) If any
Lender reasonably determines that it is unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable
lending office to make or maintain any Euro Term Loan, any Revolving Facility
Loan denominated in Euros or any Swingline Euro Loan, then, on notice thereof by
such Lender to the applicable Borrower through the Administrative Agent, any
obligations of such Lender to make or continue Euro Term Loans, Revolving
Facility Loans denominated in Euros or Swingline Euro Loans shall be suspended
until such Lender notifies the Administrative Agent and the applicable Borrower
that the circumstances giving rise to such determination no longer
exist.  Upon any of such notice, the applicable Borrower shall upon
demand from such Lender (with a copy to the Administrative Agent) prepay such
Euro Term Loan, Revolving Facility Loan denominated in Euros or Swingline Euro
Loan.  Upon any such prepayment, such Borrower shall also pay accrued
interest on the amount so prepaid.

     

    
      
        
        

      

      
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    (b) If any
Lender reasonably determines that any change in law has made it unlawful, or
that any Governmental Authority has asserted after the Effective Date that it is
unlawful, for any Lender or its applicable lending office to make or maintain
any Eurocurrency Loans (other than as set forth in paragraph (a) above), then,
on notice thereof by such Lender to the applicable Borrower through the
Administrative Agent, any obligations of such Lender to make or continue
Eurocurrency Loans or to convert ABR Borrowings to Eurocurrency Borrowings shall
be suspended until such Lender notifies the Administrative Agent and the
applicable Borrower that the circumstances giving rise to such determination no
longer exist.  Upon the receipt of such notice, the applicable
Borrower shall upon demand from such Lender (with a copy to the Administrative
Agent), either (i) for Loans denominated in Euros (A) prepay each Loan
denominated in Euros or (B) keep such Loan denominated in Euros outstanding, in
which case the Adjusted LIBO Rate with respect to such Loan shall be deemed to
be the rate determined by such Lender as the all-in-cost of funds to fund such
Loan with maturities comparable to the Interest Period applicable thereto, or
(ii) for Loans denominated in Dollars, convert all Eurocurrency Borrowings of
such Lender to ABR Borrowings, either on the last day of the Interest Period
therefor, if such Lender may lawfully continue to maintain such Eurocurrency
Borrowings to such day, or immediately, if such Lender may not lawfully continue
to maintain such Loans.  Upon any such prepayment or conversion, such
Borrower shall also pay accrued interest on the amount so prepaid or
converted.

     

    SECTION
2.23 New
Commitments.

     

    (a) New
Commitments.  At any time after completion of the primary
syndication (as determined by the Lead Arrangers) and prior to the date which is
12 months prior to (i) in the case of Revolving Facility Loans, the Revolving
Facility Maturity Date and (ii) in the case of Term Loans, the Term Loan
Maturity Date, the Company may by written notice to the Administrative Agent
elect to request New Revolving Lenders to provide new Revolving Facility
Commitments (the “New
Revolving Facility Commitments”) and New Term Lenders to provide
Commitments to make incremental Term Loans hereunder (“New Term Loans” and,
together with the New Revolving Facility Commitments, the “New Commitments”) in
an aggregate principal amount for all such New Commitments not to exceed the
Dollar Equivalent of $500.0 million, the proceeds of which may be used for any
general corporate purposes (including any Investment, Capital Expenditure,
Restricted Payment or repayment of other Indebtedness, in each case as otherwise
permitted under this Agreement). Such notice shall specify the date (the “Increased Amount
Date”) on which the Company proposes that the such New Term Commitments
take effect, which shall be a date not less than 10 Business Days after the date
on which such notice is delivered to the Administrative Agent and prior to the
date which is 12 months prior to, in the case of New Revolving Facility
Commitments, the Revolving Facility Maturity Date and, in the case of New Term
Loans, the Term Loan Maturity Date. The Company shall notify the Administrative
Agent in writing of the identity of each Lender or other financial institution
reasonably acceptable to the Administrative Agent to whom such new Revolving
Facility Commitments (each, a “New Revolving Facility
Lender”) and/or Commitments for New Term Loans (each, a “New Term Lender” and,
together with the New Revolving Facility Lenders, the “New Lenders”) have
been (in accordance with the prior sentence) allocated and the amounts of such
allocations; provided that any
Lender requested to provide all or a portion of such New Commitments may elect
or decline, in its sole discretion, to provide a New Commitment. New Revolving
Facility Commitments shall take effect and New Term Loans shall be made on the
Increased Amount Date; provided that (1) all
such New Commitments may be made in Dollars or Euros only, (2) all such New
Term Loans shall be added to, and thereafter constitute, the then outstanding
Original Dollar Term Loans or Original Euro Term Loans, as the case may be, for
all purposes hereunder, although the Company may elect to designate New Term
Loans as Additional Dollar Term Loans or Additional Euro Term Loans, as the case
may be, hereunder by written notice to the Administrative Agent to the extent
that the Applicable Margin or repayment schedule for such New Term Loans will be
different than that applicable to the Original Dollar Term Loans or Original
Euro Term Loans, as the case may be, or any Additional Dollar Term Loans or
Additional Euro Term Loans, as the case may be, theretofore incurred and then
outstanding, (3) no Default or Event of Default shall exist on the
Increased Amount Date before or after giving effect to such New Commitments, (4)
such New Commitments shall be evidenced by one or more joinder agreements (each,
a “New Commitment
Joinder Agreement”) executed and delivered to the Administrative Agent by
each New Lender, as applicable, on terms (other than pricing) and documentation
reasonably satisfactory to the Administrative Agent, including the designated
maturity date (and, if applicable, amortization schedule) for the New Term
Loans, and each shall be recorded in the Register, each of which shall be
subject to the requirements set forth in Section 2.17(e), (5) the aggregate
principal amount of all New Revolving Facility Commitments shall not exceed the
Dollar Equivalent of $250.0 million, (6) all reasonable and documented fees
and expenses owing to the Administrative Agent and the New Lenders in respect of
the New Commitments shall be paid on the Increased Amount Date and
(7) immediately after giving effect to the incurrence of the New
Commitments (which shall be deemed to be outstanding for the purposes of this
clause (7)), Holdings shall (x) be in compliance with the Incurrence Ratios on a
Pro Forma Basis or (y) the proceeds of such New Term Loans or loans under New
Revolving Facility Commitments shall be used to purchase, construct or improve
capital assets to be used in the business of Holdings and its Subsidiaries or to
finance acquisitions permitted under this Agreement.

     

    
      
        
        

      

      
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    (b) On the
Increased Amount Date, subject to the satisfaction of the foregoing terms and
conditions, (i) each New Revolving Facility Commitment shall be deemed for all
purposes a Revolving Facility Commitment hereunder, (ii) each New Term Loan
shall be deemed for all purposes a Term Loan hereunder, (iii) each New Revolving
Facility Lender shall become a Revolving Facility Lender with respect to the
Revolving Facility Commitments and all matters relating thereto, (iv) each New
Term Lender shall become a Term Lender with respect to the Term Loans and all
matters relating thereto, (v) the New Term Loans shall have the same terms as
the existing Term Loans and be made by each New Term Lender on the Increased
Amount Date; provided that (x) the
Applicable Margin for any New Term Loans designated as Additional Dollar Term
Loans shall be that percentage per annum set forth in the relevant New
Commitment Joinder Agreement (or, in the case of any Additional Dollar Term
Loans extended pursuant to more than one New Commitment Joinder Agreement on the
relevant Increased Amount Date, as may be provided in the first New Term Loan
Joinder Agreement executed and delivered with respect to such Additional Dollar
Term Loans), (y) the maturity date of (A) the New Revolving Facility
Commitments shall be no earlier that the Revolving Facility Maturity Date and
(B) the New Term Loans shall be no earlier than the Term Loan Maturity Date
and (z) the average life to maturity of the New Term Loans shall not be
shorter than the remaining average life to maturity of the Term Loans, and (vi)
upon making the New Term Loans on the Increased Amount Date, the new Commitments
in respect thereof shall terminate. All New Commitments made on any Increased
Amount Date will be made in accordance with the procedures set forth in Sections
2.02 and 2.03 and subject to the conditions specified in Section
4.01.

     

    
      
        
        

      

      
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    (c) The
Administrative Agent shall notify the Lenders promptly upon receipt of the
Company’s notice of the Increased Amount Date and, in respect thereof, the New
Commitments and the New Lenders in respect thereof.

     

    (d) In
connection with the incurrence of New Term Loans  pursuant to this
Section 2.23, the Lenders and the Borrowers hereby agree that, notwithstanding
anything to the contrary contained in this Agreement, the Company and the
Administrative Agent may take all such actions as may be necessary to ensure
that all Lenders with outstanding Term Loans continue to participate in each
Borrowing of outstanding Term Loans (after giving effect to the incurrence of
New Term Loans pursuant to this Section 2.23) on a pro rata basis, including
by adding the New Term Loans to be so incurred to the then outstanding
Borrowings of Term Loans on a pro rata basis even though as a result thereof
such New Term Loans (to the extent required to be maintained as Eurocurrency
Term Loans) may effectively have a shorter Interest Period than the then
outstanding Borrowings of Term Loans, and it is hereby agreed that the Company
shall pay to such New Term Lenders such amounts necessary, as reasonably
determined by such New Term Lenders, to compensate such New Term Lender for
making such New Term Loans during an existing Interest Period (rather than at
the beginning of the respective Interest Period, based upon the rates then
applicable thereto), it being understood and agreed, however, that each
incurrence of Additional Dollar Term Loans incurred pursuant to this Section
2.23 shall be made and maintained as separate Borrowings from the Original
Dollar Term Loans and, to the extent such Additional Dollar Term Loans have a
different Applicable Margin or repayment schedule from any Additional Dollar
Term Loans then outstanding, from such then outstanding Additional Dollar Term
Loans.

     

     

    ARTICLE
III                                

     

    REPRESENTATIONS
AND WARRANTIES

     

    Each of
Holdings and the Company represents and warrants to each of the Lenders
that:

     

    SECTION
3.01 Organization;
Powers.

     

    Except as
set forth on Schedule
3.01, each of Holdings, the Company and each of the Material Subsidiaries
(a) is a partnership, limited liability company, exempted company or corporation
duly organized, validly existing and in good standing (or, if applicable in a
foreign jurisdiction, enjoys the equivalent status under the laws of any
jurisdiction of organization outside the United States) under the laws of the
jurisdiction of its organization, (b) has all requisite power and authority to
own its property and to carry on its business as now conducted, (c) is qualified
to do business in each jurisdiction where such qualification is required, except
where the failure so to qualify would not reasonably be expected to have a
Material Adverse Effect, and (d) has the power and authority to execute, deliver
and perform its obligations under each of the Loan Documents and each other
agreement or instrument contemplated thereby to which it is or will be a party
and, in the case of each Borrower, to borrow and otherwise obtain credit
hereunder.

     

    
      
        
        

      

      
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    SECTION
3.02 Authorization.

     

    The
execution, delivery and performance by Holdings, the Company, and each of their
Subsidiaries of each of the Loan Documents to which it is a party, and the
borrowings hereunder (a) have been duly authorized by all corporate,
stockholder, shareholder, limited liability company or partnership action
required to be obtained by Holdings, the Company and such Subsidiaries and (b)
will not (i) violate (A) any provision of law, statute, rule or regulation, or
of the certificate or articles of incorporation or other constitutive documents
or by-laws of Holdings, the Company or any such Subsidiary, (B) any applicable
order of any court or any rule, regulation or order of any Governmental
Authority or (C) any provision of any indenture, certificate of designation for
preferred stock, agreement or other instrument to which Holdings, the Company or
any such Subsidiary is a party or by which any of them or any of their property
is or may be bound, (ii) be in conflict with, result in a breach of or
constitute (alone or with notice or lapse of time or both) a default under, give
rise to a right of or result in any cancellation or acceleration of any right or
obligation (including any payment) or to a loss of a material benefit under any
such indenture, certificate of designation for preferred stock, agreement or
other instrument, where any such conflict, violation, breach or default referred
to in clause (i) or (ii) of this Section 3.02, would reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect, or (iii)
result in the creation or imposition of any Lien upon or with respect to any
material property now owned or hereafter acquired by Holdings, the Company or
any such Subsidiary, other than the Liens created by the Loan
Documents.

     

    SECTION
3.03 Enforceability.

     

    This
Agreement has been duly executed and delivered by Holdings, the Company and CAC
and constitutes, and each other Loan Document when executed and delivered by
each Loan Party that is party thereto will constitute, a legal, valid and
binding obligation of (x) in the case of this Agreement, Holdings and each
Borrower or (y) in the case of such other Loan Documents, such Loan Party,
enforceable against each such Loan Party in accordance with its terms, subject
to (i) the effects of bankruptcy, insolvency, moratorium, reorganization,
fraudulent conveyance or other similar laws affecting creditors’ rights
generally, (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and (iii)
implied covenants of good faith and fair dealing.

     

    SECTION
3.04 Governmental
Approvals.

     

    No
action, consent or approval of, registration or filing with or any other action
by any Governmental Authority is or will be required in connection with the
Transactions, except for (a) the filing of Uniform Commercial Code financing
statements, (b) filings with the United States Patent and Trademark Office
and the United States Copyright Office and comparable offices in foreign
jurisdictions and equivalent filings in foreign jurisdictions,
(c) recordation of the Mortgages, (d) such other filings as may be
required to effect or perfect the Liens granted under the Security Documents,
(e) such as have been made or obtained and are in full force and effect,
(f) such actions, consents and approvals the failure to be obtained or made
which would not reasonably be expected to have a Material Adverse Effect and
(g) filings or other actions listed on Schedule
3.04.

     

    
      
        
        

      

      
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    SECTION
3.05 Financial
Statements.

     

    (a) Holdings
has heretofore furnished to the Lenders the audited consolidated balance sheet
as of December 31, 2006 and the related audited consolidated statements of
income and cash flows of Holdings and its consolidated subsidiaries for the year
ended December 31, 2006, which were prepared in accordance with US GAAP
consistently applied (except as may be indicated in the notes thereto), fairly
present in all material respects the consolidated financial position of Holdings
and its consolidated subsidiaries as of the dates thereof and their consolidated
results of operations and cash flows for the period then ended.

     

    (b) The
Company has heretofore furnished to the Lenders a pro forma
consolidated balance sheet of the Parent as of December 31, 2006 prepared
giving effect to the Transaction as if the Transaction had occurred on such
date.  Such pro forma
consolidated balance sheet has been prepared in good faith based on the
assumptions believed by Holdings and the Company to have been reasonable at the
time made and to be reasonable as of the Effective Date (it being understood
that such assumptions are based on good faith estimates with respect to certain
items and that the actual amounts of such items on the Effective Date are
subject to variation).

     

    SECTION
3.06 No Material Adverse
Effect.

     

    Since
December 31, 2006 (but after giving effect to the Transaction) no Material
Adverse Effect has occurred.

     

    SECTION
3.07 Title to Properties;
Possession Under Leases.

     

    (a) Each of
Holdings, the Company and the Material Subsidiaries has good and valid record
fee simple title (insurable at ordinary rates) to, or valid leasehold interests
in, or easements or other limited property interests in, all its properties
(including all Mortgaged Properties), except where the failure to have such
title would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.  All such properties are free
and clear of Liens, other than Liens expressly permitted by Section
6.02.

     

    (b) Each of
Holdings, the Company and the Material Subsidiaries has complied with all
obligations under all leases to which it is a party, except where the failure to
comply would not have a Material Adverse Effect, and all such leases are in full
force and effect, except leases in respect of which the failure to be in full
force and effect would not reasonably be expected to have a Material Adverse
Effect.  Each of Holdings, the Company and each of the Material
Subsidiaries enjoys peaceful and undisturbed possession under all such leases,
other than leases in respect of which the failure to enjoy peaceful and
undisturbed possession would not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.

     

    (c) Each of
Holdings, the Company and the Material Subsidiaries owns or possesses, or could
obtain ownership or possession of, on terms not materially adverse to it, all
patents, trademarks, service marks, trade names, copyrights, licenses and rights
with respect thereto necessary for the present conduct of its business, without
any known conflict with the rights of others, and free from any burdensome
restrictions, except where such conflicts and restrictions would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect.

     

    
      
        
        

      

      
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    (d) As of the
Effective Date, none of Holdings, the Company and the Material Subsidiaries has
received any notice of any pending or contemplated condemnation proceeding
affecting any of the Mortgaged Properties or any sale or disposition thereof in
lieu of condemnation that remains unresolved as of the Effective
Date.

     

    (e) None of
Holdings, the Company and the Material Subsidiaries is obligated on the
Effective Date under any right of first refusal, option or other contractual
right to sell, assign or otherwise dispose of any Mortgaged Property or any
interest therein, except as permitted under Section 6.02 or 6.05.

     

    SECTION
3.08 Subsidiaries.

     

    (a) Schedule 3.08(a) sets
forth as of the Effective Date the name and jurisdiction of incorporation,
formation or organization of each Material Subsidiary and, as to each such
Material Subsidiary, the percentage of each class of Equity Interests owned by
Holdings or by any such Material Subsidiary, subject to such changes as are
reasonably satisfactory to the Administrative Agent.

     

    (b) As of the
Effective Date, there are no outstanding subscriptions, options, warrants,
calls, rights or other similar agreements or commitments (other than stock
options granted to employees or directors and directors’ qualifying shares) of
any nature relating to any Equity Interests of Holdings, the Company or any of
the Material Subsidiaries, except as set forth on Schedule
3.08(b).

     

    (c) Except to
the extent, if any, specified for such Subsidiary on Schedule 1.01(c),
each Subsidiary listed on Schedule 1.01(c) owns
no property other than any de minimis assets and
conducts no business other than de minimis
business.

     

    SECTION
3.09 Litigation; Compliance with
Laws.

     

    (a) Except as
set forth on Schedule
3.09, there are no actions, suits, investigations or proceedings at law
or in equity or by or on behalf of any Governmental Authority or in arbitration
now pending or, to the knowledge of Holdings or the Company, threatened in
writing against or affecting Holdings or the Company or any of their
Subsidiaries or any business, property or rights of any such Person which, in
the judgment of the Company (giving effect to all appeals), would reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect or
materially adversely affect the Transaction.

     

    (b) None of
Holdings, the Company, the Material Subsidiaries and their respective properties
is in violation of (nor will the continued operation of their material
properties as currently conducted violate) any Requirement of Law (including any
zoning, building, Environmental Law, ordinance, code or approval or any building
permit) or any restriction of record or agreement affecting any Mortgaged
Property, or is in default with respect to any judgment, writ, injunction or
decree of any Governmental Authority, where such violation or default would
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

     

    
      
        
        

      

      
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    SECTION
3.10 Federal Reserve
Regulations.

     

    (a) None of
Holdings, the Company and their Subsidiaries is engaged principally, or as one
of its important activities, in the business of extending credit for the purpose
of purchasing or carrying Margin Stock.

     

    (b) No part
of the proceeds of any Loan will be used, whether directly or indirectly, and
whether immediately, incidentally or ultimately, for any purpose that entails a
violation of, or that is inconsistent with, the provisions of the Regulations of
the Board, including Regulation U or Regulation X.

     

    SECTION
3.11 Investment Company
Act.

     

    None of
Holdings, the Company and their Subsidiaries is an “investment company” as
defined in, or subject to regulation under, the Investment Company Act of 1940,
as amended.

     

    SECTION
3.12 Use of
Proceeds.

     

    The
respective Borrowers will use the proceeds of Revolving Facility Loans,
Swingline Loans and CL Loans and the issuance of Letters of Credit on or after
the Effective Date for general corporate purposes; provided that Letters
of Credit may not be issued in support of Indebtedness permitted under Section
6.01(v).  The Company will use the proceeds of Term Loans (net of a
portion of such proceeds used to satisfy fees and expenses) made to it on the
Effective Date to finance the Transaction (other than the Equity Tender Offer),
provided that
an amount of proceeds of the Term Loans equal to the amount not required to be
utilized to effect the purchase of the Senior Discount Notes and Senior
Subordinated Notes to be purchased in the Debt Tender Offer on the Effective
Date or to cover fees and expenses in connection with the Transaction, to the
extent not greater than 10% of the aggregate amount of the Term Loans made on
the Effective Date, may be used for general corporate purposes (other than
dividends or other distributions or in violation of Section 3.10) and/or held by
the Company provided that the Company complies with the requirements of the
proviso to Section 5.08 with respect to such amounts.

     

    SECTION
3.13 Tax
Returns.

     

    Except as
set forth on Schedule
3.13:

     

    (a) each of
Holdings, the Company and the Material Subsidiaries (i) has timely filed or
caused to be timely filed all federal, state, local and non-U.S. Tax returns
required to have been filed by it that are material to such companies taken as a
whole and each such Tax return (as amended, if applicable) is true and correct
in all material respects and (ii) has timely paid or caused to be timely paid
all Taxes shown thereon to be due and payable by it and all other Taxes or
assessments, except Taxes or assessments that are being contested in good faith
by appropriate proceedings in accordance with Section 5.03 and for which
Holdings, the Company or any of the Material Subsidiaries (as the case may be)
has set aside on its books adequate reserves and except for such Taxes the
failure to pay which would not reasonably be expected to have a Material Adverse
Effect;

     

    (b) each of
Holdings, the Company and the Material Subsidiaries has paid in full or made
adequate provision (in accordance with US GAAP) for the payment of all Taxes due
with respect to all periods or portions thereof ending on or before the
Effective Date, which Taxes, if not paid or adequately provided for, would
reasonably be expected to have a Material Adverse Effect; and

     

    
      
        
        

      

      
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    (c) as of the
Effective Date, with respect to each of Holdings, the Company and their Material
Subsidiaries, (i) there are no material audits, investigations or claims being
asserted in writing with respect to any Taxes, (ii) no presently effective
waivers or extensions of statutes of limitation with respect to Taxes have been
given or requested and (iii) no material Tax returns are being examined by, and
no written notification of intention to examine has been received from, the
Internal Revenue Service or, with respect to any material potential Tax
liability, any other Taxing authority.

     

    SECTION
3.14 No Material
Misstatements.

     

    (a) All
written information (other than the Projections, estimates and information of a
general economic nature) (the “Information”)
concerning Holdings, the Company, their Subsidiaries, the Transaction and any
other transactions contemplated hereby included in the Confidential Information
Memorandum or otherwise prepared by or on behalf of the foregoing or their
representatives and made available to any Lenders or the Administrative Agent in
connection with the Transaction or the other transactions contemplated hereby
(as such information may have been supplemented in writing prior to the
Effective Date), when taken as a whole, was true and correct in all material
respects, as of the date such Information was furnished to the Lenders, or
supplemented, if applicable, and (in the case of such Information delivered
prior to the Effective Date) as of the Effective Date and did not contain any
untrue statement of a material fact as of any such date or omit to state a
material fact necessary in order to make the statements contained therein not
materially misleading in light of the circumstances under which such statements
were made.

     

    (b) The
Projections and estimates and information of a general economic nature prepared
by or on behalf of the Company or any of its representatives and that have been
made available to any Lenders or the Administrative Agent in connection with the
Transaction or the other transactions contemplated hereby (i) have been prepared
in good faith based upon assumptions believed by the Company to be reasonable as
of the date thereof and as of the Effective Date, and (ii) as of the Effective
Date, have not been modified in any material respect by the
Company.

     

    SECTION
3.15 Employee Benefit
Plans.

     

    (a) Each of
Holdings, the Company, the Material Subsidiaries and the ERISA Affiliates is in
compliance with the applicable provisions of ERISA and the provisions of the
Code relating to Plans and the regulations and published interpretations
thereunder and any similar applicable non-U.S. law, except for such
noncompliance that would not reasonably be expected to have a Material Adverse
Effect.  No Reportable Event has occurred during the past five years
as to which Holdings, the Company, any of the Material Subsidiaries or any ERISA
Affiliate was required to file a report with the PBGC, other than reports that
have been filed and reports the failure of which to file would not reasonably be
expected to have a Material Adverse Effect.  As of the Effective Date,
the excess of the present value of all benefit liabilities under each Plan of
Holdings, the Company, the Material Subsidiaries and the ERISA Affiliates (based
on those assumptions used to fund such Plan), as of the last annual valuation
date applicable thereto for which a valuation is available, over the value of
the assets of such Plan would not reasonably be expected to have a Material
Adverse Effect, and the excess of the present value of all benefit liabilities
of all underfunded Plans (based on those assumptions used to fund each such
Plan) as of the last annual valuation dates applicable thereto for which
valuations are available, over the value of the assets of all such under funded
Plans would not reasonably be expected to have a Material Adverse
Effect.  No ERISA Event has occurred or is reasonably expected to
occur that, when taken together with all other such ERISA Events which have
occurred or for which liability is reasonably expected to occur, would
reasonably be expected to result in a Material Adverse Effect.  None
of Holdings, the Company, the Material Subsidiaries and the ERISA Affiliates has
received any written notification that any Multiemployer Plan is in
reorganization or has been terminated within the meaning of Title IV of ERISA,
or has knowledge that any Multiemployer Plan is reasonably expected to be in
reorganization or to be terminated, where such reorganization or termination has
had or would reasonably be expected to have, through increases in the
contributions required to be made to such Plan or otherwise, a Material Adverse
Effect.

     

    
      
        
        

      

      
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    (b) Each of
Holdings, the Company and the Material Subsidiaries is in compliance (i) with
all applicable provisions of law and all applicable regulations and published
interpretations thereunder with respect to any employee pension benefit plan or
other employee benefit plan governed by the laws of a jurisdiction other than
the United States and (ii) with the terms of any such plan, except, in each
case, for such noncompliance that would not reasonably be expected to have a
Material Adverse Effect.

     

    SECTION
3.16 Environmental
Matters.

     

    Except as
disclosed in Schedule
3.16 and except as to matters that would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect (i) no
written notice, demand, claim, request for information, order, complaint or
penalty has been received by Holdings, the Company or any of the Material
Subsidiaries relating to Holdings, the Company or any of the Material
Subsidiaries, and there are no judicial, administrative or other actions, suits
or proceedings relating to Holdings, the Company or any of the Material
Subsidiaries pending or, to the knowledge of Company, threatened which allege a
violation of or liability under any Environmental Laws, (ii) each of
Holdings, the Company and the Material Subsidiaries has all environmental
permits necessary for its current operations to comply with all applicable
Environmental Laws and is, and since January 1, 2001 has been, in compliance
with the terms of such permits and with all other applicable Environmental Laws,
(iii) there has been no written Phase I or Phase II Environmental Site
Assessment or similar report or evaluation or audit of compliance with
Environmental Laws conducted since January 1, 2000 by Holdings, the Company or
any of the Material Subsidiaries of any property or Facility currently owned or
leased by Holdings, the Company or any of the Material Subsidiaries which has
not been made available to the Administrative Agent prior to the date hereof,
(iv) no Hazardous Material is located at, in, on or under, or is emanating from,
any property currently owned, operated or leased by Holdings, the Company or any
of the Material Subsidiaries that would reasonably be expected to give rise to
any cost, liability or obligation of Holdings, the Company or any of the
Material Subsidiaries under any Environmental Laws, and no Hazardous Material
has been generated, handled, owned or controlled by Holdings, the Company or any
of the Material Subsidiaries and transported to or Released at any location in a
manner that would reasonably be expected to give rise to any cost, liability or
obligation of Holdings, the Company or any of the Material Subsidiaries under
any Environmental Laws, (v) there are no acquisition agreements entered
into after December 31, 2000 in which Holdings, the Company or any of the
Material Subsidiaries has expressly assumed or undertaken responsibility for any
liability or obligation of any other Person arising under or relating to
Environmental Laws, which in any such case has not been made available to the
Administrative Agent prior to the Effective Date, and (vi) neither Holdings, the
Company nor any Subsidiary is financing or conducting any investigation,
response or other corrective action under any Environmental Law at any
location.

     

    
      
        
        

      

      
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    SECTION
3.17 Security
Documents.

     

    (a) Each of
the Security Documents described in Schedule 1.01(a) will
as of the Effective Date be effective to create in favor of the Collateral Agent
(for the benefit of the Secured Parties) a legal, valid and enforceable security
interest in the Collateral described therein (subject to any limitations
specified therein).  In the case of the Pledged Collateral described
in any of such Security Documents the security interest in which is perfected by
delivery thereof, when certificates or promissory notes, as applicable,
representing such Pledged Collateral are delivered to the Collateral Agent, and
in the case of the other Collateral described in any such Security Document
(other than the Intellectual Property (as defined in the U.S. Collateral
Agreement)), when financing statements and other filings specified on Schedule 6 of the
Perfection Certificate in appropriate form are filed in the offices specified on
Schedule 7 of
the Perfection Certificate, the Collateral Agent (for the benefit of the Secured
Parties) shall have a fully perfected Lien on, and security interest in, all
right, title and interest of the Loan Parties in such Collateral, as security
for the Obligations secured thereby, in each case prior and superior in right to
any other Person (except, in the case of Collateral other than Pledged
Collateral, Liens expressly permitted by Section 6.02 and Liens having priority
by operation of law).

     

    (b) When the
U.S. Collateral Agreement or a summary thereof is properly filed in the United
States Patent and Trademark Office and the United States Copyright Office, and,
with respect to Collateral in which a security interest cannot be perfected by
such filings, upon the proper filing of the financing statements referred to in
paragraph (a) above, the Collateral Agent (for the benefit of the Secured
Parties) shall have a fully perfected Lien on, and security interest in, all
right, title and interest of the Loan Parties thereunder in the Intellectual
Property, in each case prior and superior in right to any other Person except
Liens expressly permitted by Section 6.02 and Liens having priority by operation
of law (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 and patents, trademark and
patent applications and registered copyrights acquired by the grantors after the
Effective Date).

     

    (c) Each
Foreign Pledge Agreement will be effective to create in favor of the Collateral
Agent, for the benefit of the applicable Secured Parties, a legal, valid and
enforceable security interest in the Collateral described therein.  In
the case of the Pledged Collateral described in a Foreign Pledge Agreement, the
security interest in which is perfected by delivery thereof, when certificates
or promissory notes, as applicable, representing such Pledged Collateral are
delivered to the Collateral Agent, and, in the case of all other Collateral
provided for therein, when filings or recordings are made in the appropriate
offices in each relevant jurisdiction and the other actions, if any, specified
in such Foreign Pledge Agreement are taken, the Collateral Agent (for the
benefit of the Secured Parties) shall have a fully perfected Lien on, and
security interest in, all right, title and interest of the Loan Parties in such
Collateral, as security for the Obligations secured thereby, in each case prior
and superior in right to any other Person (except, in the case of Collateral
other than Pledged Collateral, Liens expressly permitted by Section
6.02).

     

    
      
        
        

      

      
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    (d) The
Mortgages (including any Mortgages executed and delivered after the Effective
Date pursuant to Section 5.10 and 5.13) shall be effective to create in favor of
the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and
enforceable Lien on all of the Loan Parties’ right, title and interest in and to
the Mortgaged Property thereunder and the proceeds thereof, and when such
Mortgages are filed or recorded in the proper real estate filing or recording
offices, the Collateral Agent (for the benefit of the Secured Parties) shall
have a fully perfected Lien on, and security interest in, all right, title and
interest of the Loan Parties in such Mortgaged Property and, to the extent
applicable, subject to Section 9-315 of the Uniform Commercial Code, the
proceeds thereof, in each case prior and superior in right to any other Person,
other than with respect to the rights of a Person pursuant to Liens expressly
permitted by Section 6.02(a).

     

    SECTION
3.18 Location of Real Property
and Leased Premises.

     

    (a) Schedule 8 to the
Perfection Certificate lists completely and correctly as of the Effective Date
all real property owned by Holdings, the Company and the Domestic Subsidiary
Loan Parties having a fair market value (as determined in good faith by
Holdings) in excess of $20.0 million and the addresses thereof.  As of
the Effective Date, Holdings, the Company and the Domestic Subsidiaries own in
fee all the real property set forth as being owned by them on such
Schedule.

     

    (b) Schedule 8 to the
Perfection Certificate lists completely and correctly as of the Effective Date
all real property leased by Holdings, the Company and the Domestic Subsidiary
Loan Parties having a fair market value (as determined in good faith by
Holdings) in excess of $20.0 million and the addresses thereof.  As of
the Effective Date, Holdings, the Company and the Domestic Subsidiary Loan
Parties have valid leases in all the real property set forth as being leased by
them on such Schedule.

     

    SECTION
3.19 Solvency.

     

    (a) Immediately
after giving effect to the Transaction (i) the fair value of the assets of
Holdings and its Subsidiaries on a consolidated basis, at a fair valuation, will
exceed the debts and liabilities, direct, subordinated, contingent or otherwise,
of Holdings and its Subsidiaries on a consolidated basis; (ii) the present fair
saleable value of the property of Holdings and its Subsidiaries on a
consolidated basis will be greater than the amount that will be required to pay
the probable liability of Holdings and its Subsidiaries on a consolidated basis
on their debts and other liabilities, direct, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured;
(iii) Holdings and its Subsidiaries on a consolidated basis will be able to pay
their debts and liabilities, direct, subordinated, contingent or otherwise, as
such debts and liabilities become absolute and matured; and (iv) Holdings and
its Subsidiaries on a consolidated basis will not have unreasonably small
capital with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted following the
Effective Date.

     

    
      
        
        

      

      
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    (b) Neither
Holdings nor the Company intends to, and does not believe that it or any of the
Material Subsidiaries will, incur debts beyond its ability to pay such debts as
they mature, taking into account the timing and amounts of cash to be received
by it or any such subsidiary and the timing and amounts of cash to be payable on
or in respect of its Indebtedness or the Indebtedness of any such
subsidiary.

     

    SECTION
3.20 Labor
Matters.

     

    There are
no strikes pending or threatened against Holdings, the Company or any of the
Material Subsidiaries that, individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect.  The hours worked and
payments made to employees of Holdings, the Company and the Material
Subsidiaries have not been in violation in any material respect of the Fair
Labor Standards Act or any other applicable law dealing with such
matters.  All material payments due from Holdings, the Company or any
of the Material Subsidiaries or for which any claim may be made against
Holdings, the Company or any of the Material Subsidiaries, on account of wages
and employee health and welfare insurance and other benefits have been paid or
accrued as a liability on the books of Holdings, the Company or such Material
Subsidiary to the extent required by US GAAP.  Except as set forth on
Schedule 3.20,
consummation of the Transaction will not give rise to a right of termination or
right of renegotiation on the part of any union under any collective bargaining
agreement to which Holdings, the Company or any of the Material Subsidiaries (or
any predecessor) is a party or by which Holdings, the Company or any of the
Material Subsidiaries (or any predecessor) is bound, other than collective
bargaining agreements that, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect.

     

    SECTION
3.21 Insurance.

     

    Schedule 3.21 sets
forth a true, complete and correct description of all material insurance
maintained by or on behalf of Holdings, the Company or the Material Subsidiaries
as of the Effective Date.  As of the Effective Date, such insurance is
in full force and effect.  The Company believes that the insurance
maintained by or on behalf of Holdings, the Company and the Material
Subsidiaries is adequate.

     

    ARTICLE
IV                                

    CONDITIONS
OF LENDING

     

    SECTION
4.01 All Credit
Events.

     

    The
obligations of (a) the Lenders (including the Swingline Lenders) to make Loans
and (b) any Issuing Bank to issue Letters of Credit or increase the stated
amounts of Letters of Credit hereunder (each, a “Credit Event”) are
subject to the satisfaction of the following conditions:

     

    (a) The
Administrative Agent shall have received, in the case of a Borrowing, a
Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have
been deemed given in accordance with the last paragraph of Section 2.03) or, in
the case of the issuance of a Letter of Credit, the applicable Issuing Bank and
the Administrative Agent shall have received a Request to Issue such Letter of
Credit as required by Section 2.05(b).

     

    
      
        
        

      

      
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    (b) The
representations and warranties set forth in Article III hereof shall be true and
correct in all material respects on and as of the date of such Borrowing or
issuance or amendment that increases the stated amount of such Letter of Credit,
as applicable, with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly relate to an
earlier date (in which case such representations and warranties shall be true
and correct in all material respects as of such earlier date).

     

    (c) At the
time of and immediately after such Borrowing or issuance or amendment that
increases the stated amount of such Letter of Credit, as applicable, no Event of
Default or Default shall have occurred and be continuing.

     

    Each
Borrowing and each issuance of, or amendment that increases the stated amount
of, a Letter of Credit shall be deemed to constitute a representation and
warranty by the applicable Borrower (in the case of a Borrowing) and each
Applicant Party (in the case of a Letter of Credit) on the date of such
Borrowing, issuance or amendment as applicable, as to the matters specified in
paragraphs (b) and (c) of this Section 4.01.

     

    SECTION
4.02 First Credit
Event.

     

    Other
than as specified in Section 4.03, on the Effective Date:

     

    (a) The
Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party or
(ii) written evidence satisfactory to the Administrative Agent (which may
include telecopy transmission of a signed signature page of this Agreement) that
such party has signed a counterpart of this Agreement.

     

    (b) The
Administrative Agent shall have received, on behalf of itself, the Collateral
Agent, the Lenders and each Issuing Bank on the Effective Date, a favorable
written opinion of (i) Gibson, Dunn & Crutcher LLP, special counsel for
Holdings and the Company, in form and substance reasonably satisfactory to the
Administrative Agent and (ii) local U.S. counsel reasonably satisfactory to
the Administrative Agent as may be reasonably requested by the Administrative
Agent in each case (A) dated the Effective Date, (B) addressed to each Issuing
Bank on the Effective Date, the Administrative Agent, the Collateral Agent and
the Lenders and (C) in form and substance reasonably satisfactory to the
Administrative Agent and covering such other matters relating to the Loan
Documents and the Transaction as the Administrative Agent shall reasonably
request, and each of Holdings and the Company hereby instructs its counsel to
deliver such opinions.

     

    (c) The
Administrative Agent shall have received in the case of each Person that is a
Loan Party on the Effective Date each of the items referred to in clauses (i),
(ii), (iii) and (iv) below:

     

    
      
        
        

      

      
        -99-

        
          

        

      

      
        
        

      

    

    (i) a copy of
the certificate or articles of incorporation, memorandum and articles of
association, partnership agreement or limited liability agreement, including all
amendments thereto, of each Loan Party, (A) in the case of a corporation,
certified as of a recent date by the Secretary of State (or other similar
official) of the jurisdiction of its organization, and a certificate as to the
good standing under the jurisdiction of its organization (to the extent such
concept or a similar concept exists under the laws of such jurisdiction) of each
such Loan Party as of a recent date from such Secretary of State (or other
similar official) or (B) in the case of a partnership or limited liability
company, certified by the manager, Secretary or Assistant Secretary or other
appropriate officer of each such Loan Party;

     

    (ii) a
certificate of the manager, director, Secretary or Assistant Secretary or
similar officer of each Loan Party dated the Effective Date and
certifying:

     

    (A) that
attached thereto is a true and complete copy of the by-laws (or partnership
agreement, limited liability company agreement or other equivalent governing
documents) of such Loan Party as in effect on the Effective Date and at all
times since a date prior to the date of the resolutions described in clause (B)
below,

     

    (B) that
attached thereto is a true and complete copy of resolutions duly adopted by the
Board of Directors (or equivalent governing body) of such Loan Party (or its
managing general partner or managing member) authorizing the execution, delivery
and performance of the Loan Documents to which such Person is a party and, in
the case of a Borrower, the borrowings hereunder, and that such resolutions have
not been modified, rescinded or amended and are in full force and effect on the
Effective Date,

     

    (C) that the
certificate or articles of incorporation, memorandum and articles of
association, partnership agreement or limited liability agreement of such Loan
Party have not been amended since the date of the last amendment thereto
disclosed pursuant to clause (i) above,

     

    (D) as to the
incumbency and specimen signature of each officer executing any Loan Document or
any other document delivered in connection herewith on behalf of such Loan Party
and

     

    (E) as to the
absence of any pending proceeding for the dissolution or liquidation of such
Loan Party or, to the knowledge of such Person, threatening the existence of
such Loan Party;

     

    (iii) a
certificate of another officer, director or attorney-in-fact as to the
incumbency and specimen signature of the Secretary or Assistant Secretary or
similar officer executing the certificate pursuant to clause (ii) above;
and

     

    
      
        
        

      

      
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    (iv) such
other documents as the Administrative Agent shall have reasonably requested
(including, without limitation, tax identification numbers and
addresses).

     

    (d) The
Collateral and Guarantee Requirements required to be satisfied as of the
Effective Date shall have been satisfied or waived and the Administrative Agent
shall have received a completed Perfection Certificate dated the Effective Date
and signed by a Responsible Officer of each Loan Party, together with all
attachments contemplated thereby, including the results of a search of the
Uniform Commercial Code (or equivalent) filings made with respect to each Loan
Party in the jurisdictions contemplated by the Perfection Certificates and
copies of the financing statements (or similar documents) disclosed by such
search and evidence reasonably satisfactory to the Administrative Agent that the
Liens indicated by such financing statements (or similar documents) are
permitted by Section 6.02 or have been or will promptly be
released.

     

    (e) The
Lenders shall have received the financial statements referred to in Section
3.05(a).

     

    (f) The
Lenders shall have received a solvency certificate substantially in the form of
Exhibit I and
signed by a director or a Responsible Officer of Holdings confirming the
solvency of Holdings and its Subsidiaries on a consolidated basis after giving
effect to the Transaction.

     

    (g) No
provision of any applicable law or regulation and no judgment, injunction, order
or decree shall prohibit the consummation of the Transaction, and all material
actions by or in respect of or material filings with any Governmental Authority
required to permit the consummation of the Transaction shall have been taken,
made or obtained, except for any such actions or filings the failure to take,
make or obtain would not be material to Holdings and its Subsidiaries, taken as
a whole.

     

    (h) The
Administrative Agent shall have received all fees payable to it, MLPF&SI or
any other Lender on or prior to the Effective Date and, to the extent invoiced
prior to the Effective Date, all other amounts due and payable pursuant to the
Loan Documents on or prior to the Effective Date, including, to the extent
invoiced prior to the Effective Date in reasonable detail, reimbursement or
payment of all reasonable out-of-pocket expenses (including reasonable fees,
charges and disbursements of Cahill Gordon & Reindel llp and any U.S. local
or foreign counsel) required to be reimbursed or paid by the Loan Parties
hereunder or under any Loan Document.

     

    (i) The
Administrative Agent shall have received evidence that the insurance required by
Section 5.02 is in effect.

     

    SECTION
4.03 Credit Events Relating to
Revolving Borrowers.

     

    The
obligations of (x) the Lenders to make any Loans to any Revolving Borrower
designated after the Effective Date in accordance with Section 2.20 and (y) any
Issuing Bank to issue Letters of Credit for the account of any such Revolving
Borrower, are subject to the satisfaction of the following conditions (which are
in addition to the conditions contained in Section 4.01):

     

    
      
        
        

      

      
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    (a) With
respect to the initial Loan made to or the initial Letter of Credit issued at
the request of, such Revolving Borrower, whichever comes first,

     

    (i) the
Administrative Agent (or its counsel) shall have received a Revolving Borrower
Agreement with respect to such Revolving Borrower duly executed by all parties
thereto; and

     

    (ii) the
Administrative Agent shall have received such documents (including legal
opinions) and certificates as the Administrative Agent or its counsel may
reasonably request relating to the formation, existence and good standing of
such Revolving Borrower, the authorization of Borrowings as they relate to such
Revolving Borrower and any other legal matters relating to such Revolving
Borrower or its Revolving Borrower Agreement, all in form and substance
reasonably satisfactory to the Administrative Agent and its
counsel.

     

    (b) The
Administrative Agent shall be reasonably satisfied that Section 5.10(f) shall
have been complied with in respect of each Foreign Subsidiary that becomes a
Revolving Borrower and that the Collateral and Guarantee Requirement shall have
been satisfied or waived with respect to such Foreign Revolving
Borrower.

     

     

    ARTICLE
V                      

     

    AFFIRMATIVE
COVENANTS

     

    Each of
Holdings and the Company covenants and agrees with each Lender that so long as
this Agreement shall remain in effect and until the Commitments have been
terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document shall have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, each of Holdings and the Company
will, and (other than Sections 5.04 and 5.05) will cause each of the Material
Subsidiaries to:

     

    SECTION
5.01 Existence; Businesses and
Properties.

     

    (a) Do or
cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence, except as otherwise expressly permitted under
Section 6.05, and except for the conversion from one form of legal entity to
another as permitted hereby, and except for the liquidation or dissolution of
Material Subsidiaries if the assets of such Material Subsidiaries to the extent
they exceed estimated liabilities are acquired by a Borrower or a Wholly Owned
Subsidiary of a Borrower in such liquidation or dissolution; provided that
Subsidiaries that are Loan Parties may not be liquidated into Subsidiaries that
are not Loan Parties and Domestic Subsidiaries may not be liquidated into
Foreign Subsidiaries.

     

    (b) Do or
cause to be done all things necessary to (i) obtain, preserve, renew, extend and
keep in full force and effect the permits, franchises, authorizations, patents,
trademarks, service marks, trade names, copyrights, licenses and rights with
respect thereto necessary to the normal conduct of its business except as
otherwise provided in Section 5.01(a), (ii) comply in all material respects with
all material applicable laws, rules, regulations (including any zoning,
building, ordinance, code or approval or any building permits or any
restrictions of record or agreements affecting the Mortgaged Properties) and
material judgments, writs, injunctions, decrees and orders of any Governmental
Authority, whether now in effect or hereafter enacted, and (iii) at all times
maintain and preserve all property necessary to the normal conduct of its
business and keep such property in good repair, working order and condition and
from time to time make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto necessary in order
that the business carried on in connection therewith, if any, may be properly
conducted at all times (in each case in clauses (i), (ii) and (iii) above except
as expressly permitted by this Agreement or except where the failure to do so
would not reasonably be expected to have a Material Adverse
Effect).

     

    
      
        
        

      

      
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    SECTION
5.02 Insurance.

     

    (a) Keep its
insurable properties insured at all times by financially sound and reputable
insurers in such amounts as shall be customary for similar businesses and
maintain such other reasonable insurance (including, to the extent consistent
with past practices, self-insurance), of such types, to such extent and against
such risks, as is customary with companies in the same or similar businesses in
the same general area and maintain such other insurance as may be required by
law or any Mortgage.

     

    (b) Cause all
such property insurance policies with respect to the Mortgaged Properties to be
endorsed or otherwise amended to include a “standard” or “New York” lender’s
loss payable endorsement, in form and substance reasonably satisfactory to the
Administrative Agent and the Collateral Agent, which endorsement shall provide
that, from and after the Effective Date, if the insurance carrier shall have
received written notice from the Administrative Agent or the Collateral Agent of
the occurrence of an Event of Default, the insurance carrier shall pay all
proceeds otherwise payable to any Loan Party under such policies directly to the
Collateral Agent; cause all such policies to provide that neither the Company,
the Administrative Agent, the Collateral Agent nor any other party shall be a
coinsurer thereunder and to contain a “Replacement Cost Endorsement,” without
any deduction for depreciation, and such other provisions as the Administrative
Agent or the Collateral Agent may reasonably (in light of a Default or a
material development in respect of the insured Mortgaged Property) require from
time to time to protect their interests; annually deliver a certificate of an
insurance broker to the Collateral Agent evidencing such coverage.

     

    (c) With
respect to each Mortgaged Property, if at any time the area in which the
Premises (as defined in the Mortgages) are located is designated a “flood hazard
area” in any Flood Insurance Rate Map published by the Federal Emergency
Management Agency (or any successor agency), obtain flood insurance in such
reasonable total amount as the Administrative Agent or the Collateral Agent may
from time to time reasonably require, and otherwise comply with the National
Flood Insurance Program as set forth in the Flood Disaster Protection Act of
1973, as it may be amended from time to time.

     

    (d) With
respect to each Mortgaged Property, carry and maintain comprehensive general
liability insurance including the “broad form CGL endorsement” and coverage on a
“claims-made” occurrence basis against claims made for personal injury
(including bodily injury, death and property damage) and umbrella liability
insurance against any and all claims, in each case in amounts and against such
risks as are customarily maintained by companies engaged in the same or similar
industry operating in the same or similar locations naming the Collateral Agent
as an additional insured in respect of such Mortgaged Property, on forms
reasonably satisfactory to the Collateral Agent.

     

    
      
        
        

      

      
        -103-

        
          

        

      

      
        
        

      

    

    (e) In
connection with the covenants set forth in this Section 5.02, it is understood
and agreed that:

     

                    (I)none of the Agents, the Lenders, the
Issuing Bank and their respective agents or employees shall be liable for any
loss or damage insured by the insurance policies required to be maintained under
this Section 5.02, it being understood that (A) the Company and the other Loan
Parties shall look solely to their insurance companies or any other parties
other than the aforesaid parties for the recovery of such loss or damage and (B)
such insurance companies shall have no rights of subrogation against the Agents,
the Lenders, any Issuing Bank or their agents or employees.  If,
however, the insurance policies do not provide waiver of subrogation rights
against such parties, as required above, then each of Holdings, and the Company
hereby agree, to the extent permitted by law, to waive, and to cause each of
their Subsidiaries to waive, its right of recovery, if any, against the Agents,
the Lenders, any Issuing Bank and their agents and employees; and

     

                    (II)the designation of any form, type or
amount of insurance coverage by the Administrative Agent, the Collateral Agent
under this Section 5.02 shall in no event be deemed a representation, warranty
or advice by the Administrative Agent, the Collateral Agent or the Lenders that
such insurance is adequate for the purposes of the business of Holdings, the
Company and their Subsidiaries or the protection of their
properties.

     

    SECTION
5.03 Taxes.

     

    Pay and
discharge promptly when due all material Taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits or in respect of
its property, before the same shall become delinquent or in default, as well as
all material lawful claims for labor, materials and supplies or otherwise that,
if unpaid, might give rise to a Lien upon such properties or any part thereof;
provided, however, that such
payment and discharge shall not be required with respect to any such Tax,
assessment, charge, levy or claim so long as the validity or amount thereof
shall be contested in good faith by appropriate proceedings, and Holdings, the
Company or the affected Subsidiary, as applicable, shall have set aside on its
books reserves in accordance with US GAAP with respect thereto.

     

    SECTION
5.04 Financial Statements,
Reports, etc.

     

      Furnish
to the Administrative Agent (which will promptly furnish such information to the
Lenders):

     

    (a) within 90
days after the end of each fiscal year, a consolidated balance sheet and related
consolidated statements of operations, cash flows and owners’ equity showing the
financial position of Parent and its consolidated subsidiaries as of the close
of such fiscal year and the consolidated results of their operations during such
year, with all consolidated statements audited by independent public accountants
of recognized national standing reasonably acceptable to the Administrative
Agent and accompanied by an opinion of such accountants (which shall not be
qualified in any material respect) to the effect that such consolidated
financial statements fairly present, in all material respects, the financial
position and results of operations of Parent and its consolidated subsidiaries
on a consolidated basis in accordance with US GAAP (it being understood that the
delivery by Parent of Annual Reports on Form 10-K of Parent and its consolidated
subsidiaries shall satisfy the requirements of this Section 5.04(a) to the
extent such Annual Reports include the information specified
herein);

     

    
      
        
        

      

      
        -104-

        
          

        

      

      
        
        

      

    

    (b) within 45
days after the end of each of the first three fiscal quarters of each fiscal
year, a consolidated balance sheet and related consolidated statements of
operations and cash flows showing the financial position of Parent and its
consolidated subsidiaries as of the close of such fiscal quarter and the
consolidated results of their operations during such fiscal quarter and the
then-elapsed portion of the fiscal year, all certified by a Financial Officer of
Parent, on behalf of Parent, as fairly presenting, in all material respects, the
financial position and results of operations of Parent and its consolidated
subsidiaries on a consolidated basis in accordance with US GAAP (subject to
normal year-end adjustments and the absence of footnotes) (it being understood
that the delivery by Parent of Quarterly Reports on Form 10-Q of Parent and its
consolidated subsidiaries shall satisfy the requirements of this Section 5.04(b)
to the extent such Quarterly Reports include the information specified
herein);

     

    (c) (x)
concurrently with any delivery of financial statements under (a) or (b) above,
(A) a certificate of a Financial Officer of Holdings (i) certifying that no
Event of Default or Default has occurred or, if such an Event of Default or
Default has occurred, specifying the nature and extent thereof and any
corrective action taken or proposed to be taken with respect thereto, (ii)
setting forth computations in reasonable detail satisfactory to the
Administrative Agent demonstrating compliance with the covenant contained in
Section 6.10 and (iii) (A) a reasonably detailed consolidating balance sheet
schedule setting forth the balances of the Guarantors, the non-guarantors, any
eliminations, Holdings (on a consolidated basis) and a bridge column setting
forth the differences between Holdings’ consolidated balance sheet and that of
Parent, which consolidating balance sheet schedule will be prepared in
accordance with US GAAP (provided, that the
schedule will not constitute a complete US GAAP presentation as it will not
include an income statement, statement of cash flows, or footnotes) and, on an
annual basis concurrently with delivery of the certificate referred to above
with respect to financial statements under (a) above, Holdings will provide a
special report audit opinion with respect to such Consolidating Schedule from
Holdings’ external auditor in accordance with American Institute of Certified
Public Accountants U.S. Auditing Standards Section 623 and (B) if the EBITDA (as
defined in Section 1.01 replacing “Holdings” with “Parent” and “Subsidiaries”
with “subsidiaries” in such definition) of Parent and its subsidiaries other
than Holdings and its Subsidiaries as of the four consecutive fiscal quarters
most recently ended is at least $10.0 million different from the EBITDA of
Holdings and its Subsidiaries, a reasonably detailed consolidating schedule
setting forth the differences between and a reconciliation of Parent’s
consolidated EBITDA and Holdings’ consolidated EBITDA (or, if such $10.0 million
threshold is not met, a representation in the certificate to such effect) and
(B) a reasonably detailed break-out of operational performance by business units
for the year or quarter then ended and (y) concurrently with any delivery of
financial statements under (a) above, if the accounting firm is not restricted
from providing such a certificate by the policies of its national office, a
certificate of the accounting firm opining on or certifying such statements
stating whether they obtained knowledge during the course of their examination
of such statements of any Default or Event of Default (which certificate may be
limited to accounting matters and disclaims responsibility for legal
interpretations);

     

    
      
        
        

      

      
        -105-

        
          

        

      

      
        
        

      

    

    (d) promptly
after the same become publicly available, copies of all periodic and other
publicly available reports, proxy statements and, to the extent requested by the
Administrative Agent, other materials filed by Holdings, the Company or any of
the Subsidiaries with the SEC, or after an initial public offering, distributed
to its stockholders generally, as applicable;

     

    (e) if, as a
result of any change in accounting principles and policies from those as in
effect on the Effective Date, the consolidated financial statements of Parent
and the Subsidiaries delivered pursuant to paragraph (a) or (b) above will
differ in any material respect from the consolidated financial statements that
would have been delivered pursuant to such clauses had no such change in
accounting principles and policies been made, then, together with the first
delivery of financial statements pursuant to paragraph (a) and (b) above
following such change, a schedule prepared by a Financial Officer on behalf of
Holdings reconciling such changes to what the financial statements would have
been without such changes;

     

    (f) within 90
days after the beginning of each fiscal year, an operating budget, in form
reasonably satisfactory to the Administrative Agent prepared by Holdings for
each of the four fiscal quarters of such fiscal year prepared in reasonable
detail, of Holdings and the Subsidiaries, accompanied by the statement of a
Financial Officer of Holdings to the effect that, to the best of his knowledge,
the budget is a reasonable estimate for the period covered thereby;

     

    (g) upon the
reasonable request of the Administrative Agent (which request shall not be made
more than once in any 12-month period), deliver updated Perfection Certificates
(or, to the extent such request relates to specified information contained in
the Perfection Certificates, such information) reflecting all changes since the
date of the information most recently received pursuant to this paragraph (g) or
Section 5.10(e);

     

    (h) promptly,
a copy of all reports submitted to the Board of Directors (or any committee
thereof) of any of Holdings, the Company or any Material Subsidiary in
connection with any interim or special audit that is material made by
independent accountants of the books of Holdings, the Company or any
Subsidiary;

     

    (i) promptly,
from time to time, such other information regarding the operations, business
affairs and financial condition of Holdings, the Company or any of the
Subsidiaries, or compliance with the terms of any Loan Document, as in each case
the Administrative Agent (including on behalf of any Lender) may reasonably
request; and

     

    
      
        
        

      

      
        -106-

        
          

        

      

      
        
        

      

    

    (j) promptly
upon request by the Administrative Agent, copies of:  (i) each Schedule B (Actuarial
Information) to the annual report (Form 5500 Series) filed with the Internal
Revenue Service with respect to a Plan; (ii) the most recent actuarial valuation
report for any Plan; (iii) all notices received from a Multiemployer Plan
sponsor or any governmental agency concerning an ERISA Event; and (iv) such
other documents or governmental reports or filings relating to any Plan or
Multiemployer Plan as the Administrative Agent shall reasonably
request.

     

    Documents
required to be delivered pursuant to this Section 5.04 may be delivered
electronically to the Administrative Agent and, if so delivered, shall be deemed
to have been delivered on the date on which such documents are posted on
Holdings’ or the Company’s behalf on IntraLinks/IntraAgency or another relevant
website, if any, to which each Lender has access (whether a commercial,
third-party website or whether sponsored by the Administrative
Agent).

     

    SECTION
5.05 Litigation and Other
Notices.

     

    Furnish
to the Administrative Agent written notice of the following promptly after any
Responsible Officer of Holdings or the Company obtains actual knowledge
thereof:

     

    (a) any Event
of Default or Default, specifying the nature and extent thereof and the
corrective action (if any) proposed to be taken with respect
thereto;

     

    (b) the
filing or commencement of, or any written threat or notice of intention of any
Person to file or commence, any action, suit or proceeding, whether at law or in
equity or by or before any Governmental Authority or in arbitration, against
Holdings, the Company or any of the Subsidiaries as to which an adverse
determination is reasonably probable and which, if adversely determined, would
reasonably be expected to have a Material Adverse Effect;

     

    (c) any other
development specific to Holdings, the Company or any of the Subsidiaries that is
not a matter of general public knowledge and that has had, or that such
Responsible Officer has reasonably determined in good faith would reasonably be
expected to have, a Material Adverse Effect; and

     

    (d) the
occurrence of any ERISA Event that such Responsible Officer has reasonably
determined in good faith, together with all other ERISA Events that have
occurred, would reasonably be expected to have a Material Adverse
Effect.

     

    Documents
required to be delivered pursuant to this Section 5.05 may be delivered
electronically to the Administrative Agent and, if so delivered, shall be deemed
to have been delivered on the date on which such documents are received by the
Administrative Agent and posted on Holdings’ or the Company’s behalf on
IntraLinks/IntraAgency or another relevant website, if any, to which each Lender
and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent).

     

    SECTION
5.06 Compliance with
Laws.

     

    Comply
with all Requirements of Law applicable to it or its property, except where the
failure to do so, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect; provided that this
Section 5.06 shall not apply to Environmental Laws, which are the subject of
Section 5.09, or to laws related to Taxes, which are the subject of Section
5.03.

     

    
      
        
        

      

      
        -107-

        
          

        

      

      
        
        

      

    

    SECTION
5.07 Maintaining Records; Access
to Properties and Inspections.

     

    Maintain
all financial records in accordance with US GAAP and permit any Persons
designated by the Agents or, upon the occurrence and during the continuance of
an Event of Default, any Lender to visit and inspect the financial records and
the properties of Holdings, the Company or any of the Subsidiaries at reasonable
times, upon reasonable prior notice to Holdings or the Company, and as often as
reasonably requested and to make extracts from and copies of such financial
records, and permit any Persons designated by the Agents or, upon the occurrence
and during the continuance of an Event of Default, any Lender upon reasonable
prior notice to Holdings or the Company to discuss the affairs, finances and
condition of Holdings, the Company or any of the Subsidiaries with the officers
thereof and (subject to a senior officer of the respective company or a parent
thereof being present) independent accountants therefor (subject to reasonable
requirements of confidentiality, including requirements imposed by law or by
contract).

     

    SECTION
5.08 Use of
Proceeds.

     

    Use the
proceeds of Loans and request issuances of Letters of Credit only in compliance
with the representation contained in Section 3.12; provided that an
amount equal to the Dollar Equivalent of the principal amount plus accrued and
unpaid interest plus applicable call premium of the aggregate principal amount
of all Senior Discount Notes and Senior Subordinated Notes not purchased in the
Debt Tender Offer (collectively, the “Remaining Notes”;
such amount, the “Remaining Note
Amount”) shall be used to redeem the Remaining Notes within three months
of the Effective Date or shall be used to prepay Term Loans in accordance with
Section 2.11(c)(ii).

     

    SECTION
5.09 Compliance with
Environmental Laws.

     

    Comply,
and make reasonable efforts to cause all lessees and other Persons occupying its
properties to comply, with all Environmental Laws applicable to its operations
and properties; and obtain and renew all material authorizations and permits
required pursuant to Environmental Law for its operations and properties, in
each case in accordance with Environmental Laws, except, in each case with
respect to this Section 5.09, to the extent the failure to do so would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

     

    SECTION
5.10 Further Assurances;
Additional Mortgages.

     

    (a) Execute
any and all further documents, financing statements, agreements and instruments,
and take all such further actions (including the filing and recording of
financing statements, fixture filings, Mortgages and other documents and
recordings of Liens in stock registries), that may be required under any
applicable law, or that the Administrative Agent may reasonably request, to
cause the Collateral and Guarantee Requirement to be and remain satisfied, all
at the expense of the Loan Parties and provide to the Administrative Agent, from
time to time upon reasonable request, evidence reasonably satisfactory to the
Administrative Agent as to the perfection and priority of the Liens created or
intended to be created by the Security Documents.

     

    
      
        
        

      

      
        -108-

        
          

        

      

      
        
        

      

    

    (b) If any
asset (including any real property (other than real property covered by Section
5.10(c) below) or improvements thereto or any interest therein) that has an
individual fair market value in an amount having a Dollar Equivalent greater
than $20.0 million is acquired by Holdings, the Company or any Domestic
Subsidiary Loan Party after the Effective Date or owned by an entity at the time
it first becomes a Domestic Subsidiary Loan Party (in each case other than
assets constituting Collateral under a Security Document that become subject to
the Lien of such Security Document upon acquisition thereof), cause such asset
to be subjected to a Lien securing the Obligations and take, and cause the
Domestic Subsidiary Loan Parties to take, such actions as shall be necessary or
reasonably requested by the Administrative Agent to grant and perfect such
Liens, including actions described in paragraph (a) of this Section, all at the
expense of the Loan Parties.

     

    (c) Promptly
(and in any event within 30 days after the acquisition thereof) grant, and cause
each of the Domestic Subsidiary Loan Parties to grant, to the Collateral Agent
security interests and mortgages in such real property of the Company or any
such Domestic Subsidiary Loan Parties as is not covered by the Mortgages, to the
extent acquired after the Effective Date and having a fair market value (as
determined in good faith by Holdings) at the time of acquisition in excess of
$20.0 million pursuant to documentation substantially in the form of the
Mortgages delivered to the Collateral Agent on the Effective Date, or in such
other form as is reasonably satisfactory to the Collateral Agent (each, an
“Additional
Mortgage”) and constituting valid and enforceable perfected Liens
superior to and prior to the rights of all third Persons subject to no other
Liens except as are permitted by Section 6.02, at the time of perfection
thereof, record or file, and cause each such Subsidiary to record or file, the
Additional Mortgage or instruments related thereto in such manner and in such
places as is required by law to establish, perfect, preserve and protect the
Liens in favor of the Collateral Agent required to be granted pursuant to the
Additional Mortgages and pay, and cause each such Subsidiary to pay, in full,
all Taxes, fees and other charges payable in connection
therewith.  With respect to each such Additional Mortgage, the Company
shall, unless otherwise waived by the Administrative Agent, deliver to the
Collateral Agent contemporaneously therewith a title insurance policy, a survey,
an opinion of counsel, a flood hazard determination and a Real Property
Officers’ Certificate and other items meeting the requirements of subsection (i)
of the definition of the term “Collateral and Guarantee
Requirement.”

     

    (d) If any
additional direct or indirect Subsidiary of Holdings is formed or acquired after
the Effective Date and if such Subsidiary is a Domestic Subsidiary Loan Party,
within 10 Business days after the date such Subsidiary is formed or acquired,
notify the Administrative Agent and the Lenders thereof and, within 25 Business
Days after the date such Subsidiary is formed or acquired, cause the Collateral
and Guarantee Requirement to be satisfied with respect to such Subsidiary and
with respect to any Equity Interest in or Indebtedness of such Subsidiary owned
by or on behalf of any Loan Party.

     

    (e) In the
case of the Company, (i) furnish to the Collateral Agent prompt written notice
of any change (A) in any Loan Party’s corporate or organization name, (B) in any
Loan Party’s organizational structure or jurisdiction of organization or (C) in
any Loan Party’s organizational identification number; provided that the
Company shall not effect or permit any such change unless all filings have been
made, or will have been made within any statutory period, under the Uniform
Commercial Code or otherwise that are required in order for the Collateral Agent
to continue at all times following such change to have a valid, legal and
perfected security interest in all the Collateral for the benefit of the Secured
Parties and (ii) promptly notify the Administrative Agent if any material
portion of the Collateral is damaged or destroyed.

     

    
      
        
        

      

      
        -109-

        
          

        

      

      
        
        

      

    

    (f) Prior to
any Foreign Subsidiary becoming a Revolving Borrower, cause the Collateral and
Guarantee Requirement to be satisfied with respect to such Foreign
Subsidiary.

     

    (g) The
Collateral and Guarantee Requirement and the other provisions of this Section
5.10 need not be satisfied with respect to (i) any real property held by the
Company or any of its Subsidiaries as a lessee under a lease, (ii) any Equity
Interests acquired after the Effective Date in accordance with this Agreement
if, and to the extent that, and for so long as (A) doing so would violate
applicable law or a contractual obligation binding on such Equity Interests and
(B) such law or obligation existed at the time of the acquisition thereof
and was not created or made binding on such Equity Interests in contemplation of
or in connection with the acquisition of such Subsidiary (provided that the
foregoing clause (B) shall not apply in the case of a joint venture, including a
joint venture that is a Subsidiary) or (iii) any assets acquired after the
Effective Date, to the extent that, and for so long as, taking such actions
would violate a contractual obligation binding on such assets that existed at
the time of the acquisition thereof and was not created or made binding on such
assets in contemplation or in connection with the acquisition of such assets
(except in the case of assets acquired with Indebtedness permitted pursuant to
Section 6.01(i) that is secured by a Lien permitted pursuant to Section
6.02(i)).

     

    SECTION
5.11 Fiscal Year;
Accounting.

     

    In the
case of Holdings and the Company, cause its fiscal year to end on December 31 or
on such other date as is consented to by the Administrative Agent (which consent
shall not be unreasonably withheld or delayed).

     

    SECTION
5.12 Interest Rate Protection
Agreements.

     

    In the
case of the Company, as promptly as practicable and in any event within 180 days
after the Effective Date, enter into, and for a period of not less than three
years after the Effective Date maintain in effect, one or more Swap Agreements,
the effect of which is that at least 50% of Consolidated Net Debt at such time
will bear interest at a fixed or capped rate or the interest cost in respect of
which will be fixed or capped, in each case on terms and conditions reasonably
acceptable, taking into account current market conditions, to the Administrative
Agent.

     

    SECTION
5.13 Post-Closing
Matters.

     

    To the
extent not executed and delivered on the Effective Date, execute and deliver the
documents and complete the tasks set forth on Schedule 5.13, in
each case within the time limits specified on such schedule.

     

     

    ARTICLE VI

     

    NEGATIVE COVENANTS

     

    Each of
Holdings and the Company covenants and agrees with each Lender that, so long as
this Agreement shall remain in effect and until the Commitments have been
terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document have been paid in full
and all Letters of Credit have been canceled or have expired and all amounts
drawn thereunder have been reimbursed in full, unless the Required Lenders shall
otherwise consent in writing, neither Holdings nor the Company will, or, subject
to Section 6.13, will cause or permit any of the Subsidiaries to:

     

    
      
        
        

      

      
        -110-

        
          

        

      

      
        
        

      

    

    SECTION
6.01 Indebtedness.

     

    Incur,
create, assume or permit to exist any Indebtedness (other than intercompany
current liabilities incurred in the ordinary course of business in connection
with the cash management operations of the Company and its subsidiaries),
except:

     

    (a) (i)
Indebtedness (other than under letters of credit) existing on the Effective Date
and set forth on Schedule 6.01(a) and
any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness
and (ii) Indebtedness under letters of credit existing on the Effective Date and
set forth on Schedule
6.01(b), without giving effect to any extension, renewal or replacement
thereof;

     

    (b) Indebtedness
created hereunder and under the other Loan Documents;

     

    (c) Indebtedness
of Holdings and the Subsidiaries pursuant to Swap Agreements permitted by
Section 6.11;

     

    (d) Indebtedness
owed to (including obligations in respect of letters of credit or bank
guarantees or similar instruments for the benefit of) any Person providing
workers’ compensation, health, disability or other employee benefits or
property, casualty or liability insurance to Holdings or any Subsidiary,
pursuant to reimbursement or indemnification obligations to such Person, provided that upon
the incurrence of Indebtedness with respect to reimbursement obligations
regarding workers’ compensation claims, such obligations are reimbursed not
later than 30 days following such incurrence;

     

    (e) Indebtedness
of any Borrower to any Subsidiary or other Borrower and of any Subsidiary to any
Borrower or any other Subsidiary, provided that (i)
Indebtedness of any Subsidiary that is not a Domestic Subsidiary Loan Party to
the Loan Parties shall be subject to Section 6.04(b) and (ii) Indebtedness (the
“Subordinated
Intercompany Debt”) of any Specified Loan Party to any Subsidiary (unless
such Indebtedness shall have been pledged in favor of the Collateral Agent by
the payee Subsidiary) shall be subordinated to the Obligations in the manner set
forth in Exhibit F (it
being agreed that such subordination provisions will not restrict the repayment
of any such Subordinated Intercompany Debt other than when an Event of Default
exists);

     

    (f) Indebtedness
in respect of performance bonds, bid bonds, appeal bonds, surety bonds and
completion guarantees and similar obligations, in each case provided in the
ordinary course of business, including those incurred to secure health, safety
and environmental obligations in the ordinary course of business;

     

    (g) Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument drawn against insufficient funds in the ordinary
course of business or other cash management services in the ordinary course of
business, provided that (x)
such Indebtedness (other than credit or purchase cards) is extinguished within
three Business Days of its incurrence and (y) such Indebtedness in respect of
credit or purchase cards is extinguished within 60 days from its
incurrence;

     

    
      
        
        

      

      
        -111-

        
          

        

      

      
        
        

      

    

    (h) (i)
Indebtedness of a Subsidiary acquired after the Effective Date or a corporation
merged into or consolidated with the Company or any Subsidiary after the
Effective Date and Indebtedness assumed in connection with the acquisition of
assets, which Indebtedness in each case, exists at the time of such acquisition,
merger or consolidation and is not created in contemplation of such event and
where such acquisition, merger or consolidation is permitted by this Agreement
and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such
Indebtedness, provided that the
aggregate principal amount of such Indebtedness at the time of, and after giving
effect to, such acquisition, merger or consolidation, such assumption or such
incurrence, as applicable (together with Indebtedness outstanding pursuant to
this paragraph (h), paragraph (i) of this Section 6.01 and the Remaining Present
Value of outstanding leases permitted under Section 6.03), would not exceed 5%
of Consolidated Total Assets as of the end of the fiscal quarter immediately
prior to the date of such acquisition, merger or consolidation, such assumption
or such incurrence, as applicable, for which financial statements have been
delivered pursuant to Section 5.04;

     

    (i) Capital
Lease Obligations, mortgage financings and purchase money Indebtedness incurred
by Holdings or any Subsidiary prior to or within 270 days after the acquisition
or lease or completion of construction or improvement of the respective asset
permitted under this Agreement in order to finance such acquisition,
construction or improvement, and any Permitted Refinancing Indebtedness in
respect thereof, in an aggregate principal amount that at the time of, and after
giving effect to, the incurrence thereof (together with Indebtedness outstanding
pursuant to paragraph (h) of this Section 6.01, this paragraph (i) and the
Remaining Present Value of leases permitted under Section 6.03) would not exceed
5% of Consolidated Total Assets as of the end of the fiscal quarter immediately
prior to the date of such incurrence for which financial statements have been
delivered pursuant to Section 5.04;

     

    (j) Capital
Lease Obligations incurred by the Company or any Subsidiary in respect of any
Sale and Lease-Back Transaction that is permitted under Section
6.03;

     

    (k) other
Indebtedness of any Loan Party, in an aggregate principal amount at any time
outstanding pursuant to this paragraph (k) not in excess of $500.0 million;
provided that
no Indebtedness incurred pursuant to this paragraph (k) can be in the form of a
Guarantee of Indebtedness incurred under paragraph (v) of this Section
6.01;

     

    (l) (i) other
Indebtedness incurred by the Company or any Subsidiary; provided that (A) at
the time of the incurrence of such Indebtedness and after giving effect thereto,
no Default or Event of Default shall have occurred and be continuing or would
result therefrom, (B) immediately after giving effect to the issuance,
incurrence or assumption of such Indebtedness, Holdings shall be in compliance
with the Incurrence Ratios on a Pro Forma Basis, (C) in the case of an
incurrence by a Loan Party, the proceeds of such Indebtedness shall be used as
otherwise permitted by this Agreement and applicable law and (D) in the case of
an incurrence by Subsidiaries that are not Loan Parties, the proceeds of such
Indebtedness shall only be used for Permitted Business Acquisitions, Capital
Expenditures (or other purposes described in clause (i) of this Section 6.01) or
for the purposes described in clause (h) of this Section 6.01 and (ii) Permitted
Refinancing Indebtedness in respect thereof;

     

    
      
        
        

      

      
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    (m) Guarantees
(i) by Holdings, the Company or any Domestic Subsidiary Loan Party of any other
Indebtedness of the Company or any Domestic Subsidiary Loan Party expressly
permitted to be incurred under this Agreement, (ii) by the Company or any
Domestic Subsidiary Loan Party of Indebtedness otherwise expressly permitted
hereunder of any Subsidiary that is not a Domestic Subsidiary Loan Party to the
extent permitted by Section 6.04(b), (iii) by any Foreign Subsidiary that is not
a Loan Party of Indebtedness of another Foreign Subsidiary that is not a Loan
Party subject, however, to Section 6.04(b); provided that all
Foreign Subsidiaries may guarantee obligations of other Foreign Subsidiaries
under ordinary course cash management obligations, and (iv) by the Company of
Indebtedness of Foreign Subsidiaries incurred for working capital purposes in
the ordinary course of business on ordinary business terms so long as such
Indebtedness is permitted to be incurred under Section 6.01(a), (k) or (s);
provided that
Guarantees by Holdings or any Domestic Subsidiary Loan Party under this Section
6.01(m) of any other Indebtedness of a Person that is subordinated to other
Indebtedness of such Person shall be expressly subordinated to the Obligations
on terms matching the subordination provisions of the underlying
securities;

     

    (n) Indebtedness
arising from agreements of Holdings or any Subsidiary providing for
indemnification, adjustment of purchase price or similar obligations, in each
case, incurred or assumed in connection with the disposition of any business,
assets or a Subsidiary, other than Guarantees of Indebtedness incurred by any
Person acquiring all or any portion of such business, assets or a Subsidiary for
the purpose of financing such acquisition;

     

    (o) Indebtedness
in connection with Permitted Receivables Financings; provided that the
proceeds thereof are applied in accordance with Section 2.11(c);

     

    (p) letters
of credit issued for the account of a Subsidiary that is not a Loan Party (and
the reimbursement obligations in respect of which are not guaranteed by a Loan
Party) in support of a Captive Insurance Subsidiary’s reinsurance of insurance
policies issued for the benefit of Subsidiaries and other letters of credit or
bank guarantees (other than Letters of Credit issued pursuant to Section 2.05)
having an aggregate face amount not in excess of $50.0 million;

     

    (q) Indebtedness
supported by a Letter of Credit, in a principal amount not in excess of the
stated amount of such Letter of Credit;

     

    (r) Indebtedness
consisting of (x) the financing of insurance premiums or (y) take-or-pay or
similar obligations contained in supply arrangements, in each case, in the
ordinary course of business;

     

    
      
        
        

      

      
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    (s) all
premium (if any), interest (including post-petition interest), fees, expenses,
charges and additional or contingent interest on obligations described in
paragraphs (a) through (r) above;

     

    (t) Indebtedness
incurred by Foreign Subsidiaries in a principal amount not to exceed 5% of
Consolidated Total Assets outstanding at any time;

     

    (u) Indebtedness
incurred on behalf of or representing Guarantees of Indebtedness of joint
ventures not in excess of $150.0 million plus the amount of all Guarantees
permitted by and constituting Investments under Section 6.04(q);
and

     

    (v) Indebtedness
of one or more Subsidiaries organized under the laws of the People’s Republic of
China for their own general corporate purposes in aggregate principal amount not
to exceed $400.0 million at any time outstanding, provided that such
Indebtedness (and any Guarantee thereof) is not Guaranteed by, does not receive
any other credit support from, and is non-recourse to, Holdings and its
Subsidiaries other than any Subsidiary organized under the laws of the People’s
Republic of China.

     

    Notwithstanding
anything to the contrary herein, Holdings shall not be permitted to incur any
Indebtedness other than Indebtedness under Sections 6.01(b) and
(m).

     

    For
purposes of determining compliance with this Section 6.01, Holdings may
reclassify any Indebtedness incurred pursuant to one of the categories of
Indebtedness permitted described in clause (h), (i), (j), (k), (t), (u) or (v)
as Indebtedness incurred pursuant to clause (l) above, provided that before
and after giving effect to such reclassification, Holdings would be in
compliance with the Incurrence Ratios on a Pro Forma Basis and such Indebtedness
would otherwise meet the criteria of Section 6.01(l), including as to obligors,
use of proceeds and, in the case of secured indebtedness, would be in compliance
with Section 6.02.  For the avoidance of doubt, any Indebtedness
permitted by more than one clause of this Section 6.01 may be incurred pursuant
to any such clause that would permit such Indebtedness, without also having to
be considered as being incurred under any other clause of this Section 6.01 that
may apply.

     

    SECTION
6.02 Liens.

     

    Create,
incur, assume or permit to exist any Lien on any property (including Equity
Interests or other securities of any Person, including any Subsidiary) at the
time owned by it or on any income or revenues or rights in respect of any
thereof, except:

     

    (a) Liens on
property of the Company and its Subsidiaries which Liens exist on the Effective
Date and are set forth on Schedule 6.02(a);
provided that
such Liens shall secure only those obligations that they secure on the Effective
Date (and extensions, renewals and refinancings of such obligations permitted by
Section 6.01(a)) and shall not subsequently apply to any other property of
Holdings or any of its Subsidiaries (other than replacement property, accessions
and improvements covered on customary terms by the terms of the instrument or
agreement governing such obligations);

     

    (b) any Lien
created under the Loan Documents or permitted in respect of any Mortgaged
Property by the terms of the applicable Mortgage;

     

    
      
        
        

      

      
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    (c) any Lien
on any property or asset of the Company or any Subsidiary securing Indebtedness
or Permitted Refinancing Indebtedness permitted by Section 6.01(h); provided that (i)
such Lien does not apply to any other property of the Company or any of the
Subsidiaries not securing such Indebtedness at the date of the acquisition of
such property or asset (other than after acquired property subjected to a Lien
securing Indebtedness and other obligations incurred prior to such date and
which Indebtedness and other obligations are permitted hereunder that require a
pledge of after acquired property, it being understood that such requirement
shall not be permitted to apply to any property to which such requirement would
not have applied but for such acquisition), (ii) such Lien is not created in
contemplation of or in connection with such acquisition and (iii) in the case of
a Lien securing Permitted Refinancing Indebtedness, any such Lien shall be
permitted, subject to compliance with clause (e) of the definition of the term
“Permitted Refinancing Indebtedness”;

     

    (d) Liens for
Taxes, assessments or other governmental charges or levies not yet delinquent or
that are being contested in compliance with Section 5.03;

     

    (e) landlord’s,
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction
or other like Liens arising in the ordinary course of business and securing
obligations that are not overdue by more than 45 days or that are being
contested in good faith by appropriate proceedings and in respect of which, if
applicable, Holdings or any Subsidiary shall have set aside on its books
reserves in accordance with US GAAP;

     

    (f) (i)
pledges and deposits made in the ordinary course of business in compliance with
the Federal Employers Liability Act or any other workers’ compensation,
unemployment insurance and other social security laws or regulations and
deposits securing liability to insurance carriers under insurance or
self-insurance arrangements in respect of such obligations and (ii) pledges and
deposits securing liability for reimbursement or indemnification obligations of
(including obligations in respect of letters of credit or bank guarantees for
the benefit of) insurance carriers providing property, casualty or liability
insurance to Holdings or any Subsidiary;

     

    (g) pledges
and deposits to secure the performance of bids, trade contracts (other than for
Indebtedness), leases (other than Capital Lease Obligations), statutory
obligations, surety and appeal bonds, performance and return of money bonds,
bids, leases, government contracts, trade contracts, and other obligations of a
like nature incurred in the ordinary course of business, including those
incurred to secure health, safety and environmental obligations in the ordinary
course of business;

     

    (h) zoning
restrictions, easements, trackage rights, leases (other than Capital Lease
Obligations), licenses, special assessments, rights-of-way, restrictions on use
of real property and other similar encumbrances incurred in the ordinary course
of business that, in the aggregate, do not interfere in any material respect
with the ordinary conduct of the business of Holdings or any Subsidiary at the
real property affected thereby;

     

    
      
        
        

      

      
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    (i) purchase
money security interests in equipment or other property or improvements thereto
hereafter acquired (or, in the case of improvements, constructed) by Holdings or
any Subsidiary (including the interests of vendors and lessors under conditional
sale and title retention agreements); provided that (i)
such security interests secure Indebtedness permitted by Section 6.01(i)
(including any Permitted Refinancing Indebtedness in respect thereof), (ii) such
security interests are incurred, and the Indebtedness secured thereby is
created, within 270 days after such acquisition (or lease or completion of
construction), (iii) the Indebtedness secured thereby does not exceed 100%
of the cost of such equipment or other property or improvements at the time of
such acquisition (or construction), including transaction costs incurred by
Holdings or any Subsidiary in connection with such acquisition (or construction)
and (iv) such security interests do not apply to any other property of Holdings
or any Subsidiary (other than to accessions to such equipment or other property
or improvements); provided, further, that
individual financings of equipment provided by a single lender may be
cross-collateralized to other financings of equipment provided solely by such
lender;

     

    (j) Liens
arising out of capitalized lease transactions permitted under Section 6.03, so
long as such Liens attach only to the property sold and being leased in such
transaction and any accessions thereto or proceeds thereof and related
property;

     

    (k) Liens
securing judgments that do not constitute an Event of Default under Section
7.01(j);

     

    (l) other
Liens with respect to property of Holdings or any Subsidiary securing
Indebtedness in an aggregate principal amount of not more than $100.0 million at
any time outstanding;

     

    (m) Liens
disclosed by the title insurance policies delivered pursuant to sub-section (i)
of the definition of “Collateral and Guarantee Requirement,” Section 5.13 or
Section 5.10 and any replacement, extension or renewal of any such Lien; provided that such
replacement, extension or renewal Lien shall not cover any property other than
the property that was subject to such Lien prior to such replacement, extension
or renewal; provided, further, that the
Indebtedness and other obligations secured by such replacement, extension or
renewal Lien are permitted by this Agreement;

     

    (n) Liens in
respect of Permitted Receivables Financings;

     

    (o) any
interest or title of a lessor under any leases or subleases entered into by
Holdings or any Subsidiary in the ordinary course of business;

     

    (p) Liens
that are contractual rights of set-off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of
Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings or
any Subsidiary to permit satisfaction of overdraft or similar obligations
incurred in the ordinary course of business of Holdings and the Subsidiaries or
(iii) relating to purchase orders and other agreements entered into with
customers of Holdings or any Subsidiary in the ordinary course of
business;

     

    
      
        
        

      

      
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    (q) Liens
arising solely by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights;

     

    (r) Liens
securing obligations in respect of trade-related letters of credit permitted
under Section 6.01(f) or (q) and covering the goods (or the documents of title
in respect of such goods) financed by such letters of credit and the proceeds
and products thereof;

     

    (s) licenses
of intellectual property granted in a manner consistent with past
practice;

     

    (t) 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;

     

    (u) Liens on
the assets of a Foreign Subsidiary or any other Subsidiary that is not a
Guarantor Subsidiary that do not constitute Collateral and which secure
Indebtedness or other obligations of such Subsidiary (or of another Foreign
Subsidiary or Subsidiary that is not a Guarantor Subsidiary) that are permitted
to be incurred under this Agreement;

     

    (v) Liens
upon specific items of inventory or other goods and proceeds of Holdings or any
of the Subsidiaries securing such Person’s obligations in respect of bankers’
acceptances issued or created for the account of such Person to facilitate the
purchase, shipment or storage of such inventory or other goods;

     

    (w) Liens
solely on any cash earnest money deposits made by Holdings or any of the
Subsidiaries in connection with any letter of intent or purchase agreement
permitted hereunder;

     

    (x) Liens on
the assets of one or more Subsidiaries organized under the laws of the People’s
Republic of China securing Indebtedness permitted under Section
6.01(v);

     

    (y) Second
Priority Liens securing a Second Lien Facility; and

     

    (z) Liens on
cash and cash equivalents of Captive Insurance Subsidiaries.

     

    Notwithstanding
the foregoing, no Liens shall be permitted to exist, directly or indirectly, on
Pledged Collateral, other than Liens in favor of the Collateral Agent and Liens
permitted by Section 6.02(b), (c), (d), (e), (k), (q) or (y) or Liens on the
Equity Interests of Special Purpose Receivables Subsidiaries to the extent
required in connection with Permitted Receivables Financings.

     

    SECTION
6.03 Sale and Lease-Back
Transactions.

     

    Enter
into any arrangement, directly or indirectly, with any Person whereby it shall
sell or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such
property or other property that it intends to use for substantially the same
purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back
Transaction”) other than as permitted by Section 6.05(n)(iii); provided that a Sale
and Lease-Back Transaction shall be permitted so long as at the time the lease
in connection therewith is entered into, and after giving effect to the entering
into of such Lease, the Remaining Present Value of such lease (together with
Indebtedness outstanding pursuant to paragraphs (h) and (i) of Section 6.01 and
the Remaining Present Value of outstanding leases previously entered into under
this Section 6.03) would not exceed 5% of Consolidated Total Assets as of the
end of the fiscal quarter immediately prior to the date such lease is entered
into for which financial statements have been delivered pursuant to Section
5.04.

     

    
      
        
        

      

      
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    SECTION
6.04 Investments, Loans and
Advances.

     

    Purchase
or acquire (including pursuant to any merger with a Person that is not a Wholly
Owned Subsidiary immediately prior to such merger) any Equity Interests,
evidences of Indebtedness or other securities of, make or permit to exist any
loans or advances (other than intercompany current liabilities incurred in the
ordinary course of business in connection with the cash management operations of
Holdings and the Subsidiaries) to or Guarantees of the obligations of, or make
any investment in (each, an “Investment”), any
other Person, except:

     

    (a) Guarantees
by the Borrowers or any Subsidiary of operating leases (other than Capital Lease
Obligations) or of other obligations that do not constitute Indebtedness, in
each case entered into by any Borrower or any Subsidiary in the ordinary course
of business;

     

    (b) (i)
Investments (other than intercompany loans and Guarantees) by the Company or any
Subsidiary in the Company or any Subsidiary; (ii) intercompany loans from the
Company or any Subsidiary to the Company or any Subsidiary;
(iii) Guarantees by the Company or any Subsidiary of obligations otherwise
expressly permitted hereunder of the Company or any Subsidiary; and (iv) the
designation of a Person as an Unrestricted Subsidiary; provided that (1) the
sum, without duplication, of (A) such Investments (valued at the time of
the making thereof and without giving effect to any write-downs or write-offs
thereof but subtracting therefrom the amount of returns (including dividends,
interest and other distributions in respect thereof), repayments and proceeds
previously received in respect of such Investments and subtracting the
Designated Investment Value of any subsidiary of Holdings that ceases to be an
Unrestricted Subsidiary pursuant to a Subsidiary Redesignation) after the
Effective Date by the Loan Parties pursuant to clause (i) in Subsidiaries that
are not Domestic Subsidiary Loan Parties or pursuant to clause (iv) by
designation of a Person as an Unrestricted Subsidiary (with the value of the
Investment therein for such purpose being the Designated Investment Value),
plus
(B) the aggregate outstanding amount of intercompany loans made after the
Effective Date by the Loan Parties to Subsidiaries that are not Domestic
Subsidiary Loan Parties pursuant to clause (ii), plus (C) the
aggregate outstanding amount of Guarantees of Indebtedness made after the
Effective Date by the Loan Parties of Subsidiaries that are not Domestic
Subsidiary Loan Parties pursuant to clause (iii), shall not exceed an aggregate
amount equal to (I) $400.0 million, plus (II) the
portion, if any, of the Available Amount on the date of such election that
Holdings elects to apply to this Section 6.04(b), plus (III) (y) up to
$200.0 million of Revolving Facility Loans so long as any Investments made with
such Revolving Facility Loans are made in the form of intercompany loans and
notes evidencing such intercompany loans are pledged to the Collateral Agent in
accordance with the requirements of Section 5.10, minus (z) the
aggregate amount of all acquisitions made pursuant to Section 6.05 by any Loan
Party in which the Person acquired does not become a Guarantor Subsidiary or the
assets acquired are held by a Subsidiary that is not a Loan Party and (2) no
Guarantees (other than by one or more Subsidiaries organized under the laws of
the People’s Republic of China) may be given under this clause (b) in respect of
Indebtedness permitted under Section 6.01(v);

     

    
      
        
        

      

      
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    (c) Permitted
Investments and investments that were Permitted Investments when
made;

     

    (d) Investments
received in connection with the bankruptcy or reorganization of, or settlement
of delinquent accounts and disputes with or judgments against, customers and
suppliers, in each case in the ordinary course of business;

     

    (e) Investments
of a Subsidiary acquired after the Effective Date or of a corporation merged
into the Company or merged into or consolidated with a Subsidiary in accordance
with Section 6.05 after the Effective Date to the extent that such Investments
were not made in contemplation of or in connection with such acquisition, merger
or consolidation and were in existence on the date of such acquisition, merger
or consolidation;

     

    (f) Investments
arising out of the receipt by Holdings or any Subsidiary of noncash
consideration for the sale of assets permitted under Section 6.05;

     

    (g) (i) loans
and advances to employees of Parent or any of its subsidiaries in the ordinary
course of business not to exceed $30.0 million in the aggregate at any time
outstanding (calculated without regard to write-downs or write-offs thereof) and
(ii) advances of payroll payments and expenses to employees in the ordinary
course of business;

     

    (h) accounts
receivable arising and trade credit granted in the ordinary course of business
and any securities received in satisfaction or partial satisfaction thereof from
financially troubled account debtors to the extent reasonably necessary in order
to prevent or limit loss and any prepayments and other credits to suppliers made
in the ordinary course of business;

     

    (i) Swap
Agreements permitted pursuant to Section 6.11;

     

    (j) Investments
existing on the Effective Date and Investments made pursuant to binding
commitments in effect on the Effective Date, to the extent such binding
commitments are set forth on Schedule
6.04(j);

     

    (k) Investments
resulting from pledges and deposits referred to in Sections 6.02(f) and
(g);

     

    (l) other
Investments by Holdings or any Subsidiary in an aggregate amount outstanding
(valued at the time of the making thereof, and without giving effect to any
write-downs or write-offs thereof net of returns, repayments and proceeds
received of such Investments made pursuant to this clause after the Effective
Date) not to exceed (i) $250.0 million, plus (ii) the
portion, if any, of the Available Amount on the date such election is made that
the Company elects to apply to this paragraph (l);

     

    
      
        
        

      

      
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    (m) Investments
constituting Permitted Business Acquisitions; provided that the
aggregate net outstanding amount of all such Investments (net of returns,
repayments and proceeds received in respect of such Investments) made after the
Effective Date and when Holdings is not in compliance with the Incurrence Ratios
on a Pro Forma Basis shall not exceed $100.0 million, at all times when Holdings
is not in compliance with the Incurrence Ratios on a Pro Forma Basis; provided, further, that
Investments by Loan Parties constituting Permitted Business Acquisitions where
the acquired business does not become a Guarantor shall be limited as set forth
in the proviso to Section 6.04(b);

     

    (n) additional
Investments may be made from time to time to the extent made with proceeds of
Equity Interests (excluding proceeds received as a result of the exercise of
Cure Rights pursuant to Section 7.02) of Holdings, which proceeds or Investments
in turn are contributed (as common equity) to the Company;

     

    (o) Investments
arising as a result of Permitted Receivables Financings;

     

    (p) Investments
(including by the transfer of assets) in joint ventures existing on the
Effective Date in an aggregate amount (with assets transferred valued at the
fair market value thereof) for all such Investments made after the Effective
Date not to exceed $250.0 million net of returns, repayments and proceeds
received of such joint ventures after the Effective Date;

     

    (q) JV
Reinvestments;

     

    (r) the
Transaction;

     

    (s) intercompany
loans by Holdings or any of its Subsidiaries to Holdings, Parent or Topco in
order to permit Holdings and/or any of the Parent Companies to make payments
permitted by Sections 6.07(b) and (c);

     

    (t) Guarantees
permitted under Section 6.01(u); and

     

    (u) the
transfer of the direct ownership of the Foreign Subsidiaries listed on Schedule
6.04(u), or their assets, to Finco or a direct subsidiary thereof.

     

    SECTION
6.05 Mergers, Consolidations,
Sales of Assets and Acquisitions.

     

    Merge
into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or sell, transfer, lease or otherwise dispose of
(in one transaction or in a series of transactions) all or any part of its
assets (whether now owned or hereafter acquired), or issue, sell, transfer or
otherwise dispose of any Equity Interests of the Company or any Subsidiary, or
purchase, lease or otherwise acquire (in one transaction or a series of
transactions) all or substantially all of the assets, or a division of, any
other Person, except that this Section shall not prohibit:

     

    
      
        
        

      

      
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    (a) (i) the
purchase and sale of inventory in the ordinary course of business by Holdings or
any Subsidiary, (ii) the acquisition of any other asset in the ordinary course
of business by Holdings or any Subsidiary, (iii) the sale of surplus, obsolete
or worn out equipment or other property in the ordinary course of business by
Holdings or any Subsidiary, (iv) leases and subleases in the ordinary course of
business by Holdings or any Subsidiary or (v) the sale of Permitted Investments
in the ordinary course of business;

     

    (b) if at the
time thereof and immediately after giving effect thereto no Event of Default
shall have occurred and be continuing, (i) the merger of any Subsidiary into a
Borrower in a transaction in which such Borrower is the surviving corporation,
(ii) the merger or consolidation of any Subsidiary into or with any
Subsidiary Loan Party in a transaction in which the surviving or resulting
entity is a Subsidiary Loan Party (which shall be a Domestic Subsidiary Loan
Party if any party to such merger or consolidation shall be a Domestic
Subsidiary) and, in the case of each of clauses (i) and (ii), no Person other
than a Borrower or Subsidiary Loan Party receives any consideration,
(iii) the merger or consolidation of any Subsidiary that is not a
Subsidiary Loan Party into or with any other Subsidiary that is not a Subsidiary
Loan Party or (iv) the liquidation or dissolution or change in form of entity of
any Subsidiary (other than a Borrower) if Holdings determines in good faith that
such liquidation or dissolution is in the best interests of Holdings and is not
materially disadvantageous to the Lenders;

     

    (c) sales,
transfers, leases, issuances or other dispositions to Holdings or a Subsidiary
(upon voluntary liquidation or otherwise); provided that any
sales, transfers, leases, issuances or other dispositions by a Loan Party to a
Subsidiary that is not a Loan Party shall be made in compliance with Section
6.07; provided,
further, that
the aggregate gross proceeds of any sales, transfers, leases, issuances or other
dispositions by a Loan Party to a Subsidiary that is not a Domestic Subsidiary
Loan Party in reliance upon this paragraph (c) (other than any thereof made by a
Foreign Subsidiary Loan Party to another Foreign Subsidiary Loan Party) and the
aggregate gross proceeds of any or all assets sold, transferred or leased in
reliance upon paragraph (h) below shall not exceed, in any fiscal year of
Holdings, 7.5% of Consolidated Total Assets as of the end of the immediately
preceding fiscal year; provided that for any
given fiscal year this 7.5% limitation may be increased by no more than 50% of
the unused amount for the previous fiscal year and, in the event of any such
carryover, assets sales in such fiscal year will be deducted first from the
carried over amount;

     

    (d) Sale and
Lease-Back Transactions permitted by Section 6.03;

     

    (e) Investments
permitted by Section 6.04, Liens permitted by Section 6.02 and dividends and
distributions permitted by Section 6.06;

     

    (f) the
purchase and sale or other transfer (including by capital contribution) of
Receivables Assets pursuant to Permitted Receivables Financings;

     

    
      
        
        

      

      
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    (g) the sale
of defaulted receivables in the ordinary course of business and not as part of
an accounts receivables financing transaction;

     

    (h) sales,
transfers, leases, issuances (to the extent of all of the Equity Interests in a
Person then owned by Holdings and its Subsidiaries) or other dispositions not
otherwise permitted by this Section 6.05; provided that the
aggregate gross proceeds (including noncash proceeds) of any or all such sales,
transfers, leases, issuances or dispositions made in reliance upon this
paragraph (h) and in reliance upon the second proviso to paragraph (c) above
shall not exceed, in any fiscal year of Holdings, 7.5% of Consolidated Total
Assets as of the end of the immediately preceding fiscal year; provided, further, that for any
given fiscal year this 7.5% limitation may be increased by no more than 50% of
the unused amount for the previous fiscal year and, in the event of any such
carryover, assets sales in such fiscal year will be deducted first from the
carried over amount; provided, further, that the Net
Proceeds thereof are applied in accordance with Section 2.11(c);

     

    (i) any
merger or consolidation in connection with a Permitted Business Acquisition,
provided that
following any such merger or consolidation (i) involving a Borrower, such
Borrower is the surviving corporation, (ii) involving a Domestic Subsidiary Loan
Party, the surviving or resulting entity shall be a Domestic Subsidiary Loan
Party that is a Wholly Owned Subsidiary and (iii) involving a Foreign Subsidiary
Loan Party, the surviving or resulting entity shall be a Foreign Subsidiary Loan
Party that is a Wholly Owned Subsidiary; provided, further, that (1)
mergers or consolidations in connection with a Permitted Business Acquisition
where the acquired Person does not become a Guarantor or the assets acquired are
not owned by a Loan Party shall be subject to the limitation set forth in the
proviso to Section 6.04(b), and (2) all mergers and consolidations pursuant to
this Section 6.05(i) shall be subject to the provisos to Sections 6.04(m) and
(o);

     

    (j) licensing
and cross-licensing arrangements involving any technology or other intellectual
property of the Company or any Subsidiary in the ordinary course of
business;

     

    (k) sales,
leases or other dispositions of inventory of Holdings and its Subsidiaries
determined by the management of Holdings or the Company to be no longer useful
or necessary in the operation of the business of Holdings or any of the
Subsidiaries;

     

    (l) the sale
of the performance products business of Nutrinova; provided that the Net
Proceeds of such sale are applied in accordance with Section
2.11(c);

     

    (m) the
Designated Asset Sales; provided that the Net
Proceeds of such sales are applied in accordance with Section 2.11(c);
and

     

    (n) (i) the
Fraport Transaction, (ii) the sale-leaseback of facilities acquired or
constructed in replacement of the facilities transferred in connection with the
Fraport Transaction and (iii) the sale of receivables generated pursuant to the
Fraport Transaction.

     

    
      
        
        

      

      
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    Notwithstanding
anything to the contrary contained in Section 6.05 above, (i) no action
shall be permitted which results in a Change of Control under clause (a) of the
definition thereof, (ii) the Company shall at all times own directly (or to
the extent all direct and indirect owners of the Equity Interests of CAC (other
than the Company) are Domestic Subsidiary Loan Parties, indirectly) 100% of the
Equity Interests of CAC, (iii) neither Holdings nor any Subsidiary that owns
Equity Interests in any Borrower or in any other Subsidiary that directly owns
Equity Interests in any Borrower shall sell, dispose of, grant a Lien on or
otherwise transfer such Equity Interests in such Borrower or in such Subsidiary,
as applicable, (iv) each Foreign Subsidiary that is a Revolving Borrower shall
be a Wholly Owned Subsidiary, (v) no sale, transfer, lease, issuance or other
disposition shall be permitted by this Section 6.05 (other than sales,
transfers, leases, issuances or other dispositions to Loan Parties pursuant to
paragraph (c) hereof and purchases, sales or transfers pursuant to paragraph (f)
or (to the extent made to Holdings or a Wholly Owned Subsidiary) (j) hereof)
unless such disposition is for fair market value, (vi) no sale, transfer or
other disposition of assets shall be permitted by paragraph (a), (d) or (l) of
this Section 6.05 unless such disposition is for at least 75% cash consideration
and (vii) no sale, transfer or other disposition of assets in excess of $10.0
million shall be permitted by paragraph (h) of this Section 6.05 unless such
disposition is for at least 75% cash consideration; provided that for
purposes of clauses (vi) and (vii), the amount of any secured Indebtedness or
other Indebtedness of a Subsidiary that is not a Loan Party (as shown on
Holdings’ or such Subsidiary’s most recent balance sheet or in the notes
thereto) of Holdings or any Subsidiary of Holdings that is assumed by the
transferee of any such assets shall be deemed cash.

     

    SECTION
6.06 Dividends and
Distributions.

     

    Declare
or pay, directly or indirectly, any dividend or make any other distribution (by
reduction of capital or otherwise), whether in cash, property, securities or a
combination thereof, with respect to any of its Equity Interests (other than
dividends and distributions on Equity Interests payable solely by the issuance
of additional shares of Equity Interests of the Person paying such dividends or
distributions), or directly or indirectly redeem, purchase, retire or otherwise
acquire for value (or permit any Subsidiary to purchase or acquire) any shares
of any class of its Equity Interests or set aside any amount for any such
purpose (the foregoing, collectively, “Restricted
Payments”); provided, however,
that:

     

    (a) any
subsidiary of the Company may declare and make Restricted Payments to the
Company or to any Wholly Owned Subsidiary of the Company (or, in the case of
non-Wholly Owned Subsidiaries, to the Company or any subsidiary that is a direct
or indirect parent of such subsidiary and to each other owner of Equity
Interests of such subsidiary on a pro rata basis (or
more favorable basis from the perspective of the Company or such subsidiary)
based on their relative ownership interests);

     

    (b) the
Company may declare and make Restricted Payments to Holdings (and Holdings may
pay the amounts so received to Topco and/or through Topco to the Parent) (A) in
respect of (i) overhead, tax liabilities of Parent Companies and Holdings (in
the case of income tax liabilities in an amount not in excess of the portion of
such tax liabilities attributable to Holdings and its consolidated subsidiaries
(including such tax liabilities arising as a result of receipt of such
distributions to pay tax liabilities) and in the case of other tax liabilities
to the extent attributable to Holdings and its consolidated subsidiaries or the
existence of such Parent Companies), legal, accounting and other professional
fees and expenses, (ii) compensation and incentive payments, (iii) fees and
expenses related to the Transaction, any equity offering of Holdings or any of
the Parent Companies or any investment or acquisition by Holdings and its
Subsidiaries permitted hereunder (whether or not successful) and (iv) other fees
and expenses in connection with the maintenance of its existence and its
ownership of the Company, and (B) in order to permit Holdings and/or any of the
Parent Companies to make payments permitted by Sections 6.06(e), 6.07(b) and
(c);

     

    
      
        
        

      

      
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    (c) the
Company may declare and make Restricted Payments to Holdings (and Holdings may
pay the amounts so received to Parent (through Topco)), the proceeds of which
are used to purchase or redeem Equity Interests of Parent (including related
stock appreciation rights or similar securities) held by then present or former
directors, consultants, officers or employees of Parent or any of its
Subsidiaries or by any Plan upon such Person’s death, disability, retirement or
termination of employment or under the terms of any such Plan or any other
agreement under which such Equity Interests or related rights were issued; provided that the
aggregate amount of such Restricted Payments under this paragraph (c) shall not
exceed in any fiscal year $15.0 million plus the amount of net proceeds (x)
received by Parent during such calendar year from sales of Equity Interests of
Parent to directors, consultants, officers or employees of Parent or any of its
Subsidiaries in connection with permitted employee compensation and incentive
arrangements, which, if not used in any year, may be carried forward to any
subsequent calendar year and (y) of any key-man life insurance policies recorded
during such calendar year;

     

    (d) noncash
repurchases of Equity Interests deemed to occur upon exercise of stock options
if such Equity Interests represent a portion of the exercise price of such
options shall be permitted;

     

    (e) the
Company may, at any time when no Default or Event of Default exists, declare and
make Restricted Payments to the extent the aggregate amount of Restricted
Payments declared and made in a fiscal quarter do not exceed an amount equal to
the portion, if any, of the Available Amount on the date of such election that
Holdings elects to apply to this Section 6.06(e); provided that the
Company may elect to not declare and make a Restricted Payment permitted by this
clause (e) in any fiscal quarter in whole or in part but instead to declare and
make the deferred portion of such permitted Restricted Payment during a future
fiscal quarter, provided further that any
Restricted Payment not declared and made in any fiscal quarter must be declared
and made no later than the third succeeding fiscal quarter following such fiscal
quarter and if not so declared and made by such time then such deferred
Restricted Payment may no longer be declared and made pursuant to this clause
(e); and

     

    (f) the
Company and Holdings may make Restricted Payments necessary to consummate the
Transaction (including one or more share repurchases referred to in the
parenthetical to clause (iii) of the definition of “Transaction” in Section
1.01).

     

    
      
        
        

      

      
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    SECTION
6.07 Transactions with
Affiliates.

     

    (a) Sell or
transfer any property to, or purchase or acquire any property from, or otherwise
engage in any other transaction with any Person that, immediately prior to such
transaction, is an Affiliate of Holdings, unless such transaction is (i)
otherwise permitted (or required) under this Agreement (including in connection
with any Permitted Receivables Financing) or (ii) upon terms no less favorable
to Holdings or such Subsidiary, as applicable, than would be obtained in a
comparable arm’s-length transaction with a Person that is not an Affiliate;
provided that
this clause (ii) shall not apply to the indemnification of directors of Parent
and its subsidiaries in accordance with customary practice.

     

    (b) The
foregoing paragraph (a) shall not prohibit, to the extent otherwise permitted
under this Agreement,

     

    (i) any
issuance of securities, or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements, stock
options and stock ownership plans approved by the Board of Directors of
Holdings,

     

    (ii) loans or
advances to employees of Parent or any of its subsidiaries in accordance with
Section 6.04(g),

     

    (iii) transactions
among the Borrowers and any Subsidiaries and transactions among Subsidiaries
otherwise permitted by this Agreement,

     

    (iv) the
payment of fees, compensation and incentive payments and indemnities to
directors, officers and employees of Parent or any of its subsidiaries in the
ordinary course of business,

     

    (v) transactions
pursuant to permitted agreements in existence on the Effective Date and set
forth on Schedule
6.07 or any amendment thereto to the extent such amendment is not adverse
to the Lenders in any material respect,

     

    (vi) any
employment agreements entered into by Holdings or any of the Subsidiaries in the
ordinary course of business,

     

    (vii) dividends,
redemptions and repurchases permitted under Section 6.06,

     

    (viii) any
purchase by a Parent Company of Equity Interests of Holdings or any contribution
by Holdings to, or purchase by Holdings of, the equity capital of the Company;
provided that
any Equity Interests of the Company purchased by Holdings shall be pledged to
the Collateral Agent on behalf of the Lenders pursuant to the U.S. Collateral
Agreement,

     

    (ix) transactions
with Subsidiaries for the purchase or sale of goods, products, parts and
services entered into in the ordinary course of business in a manner consistent
with past practice,

     

    
      
        
        

      

      
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    (x) any
transaction in respect of which Holdings delivers to the Administrative Agent
(for delivery to the Lenders) a letter addressed to the board of directors of
Holdings from an accounting, appraisal or investment banking firm, in each case
of nationally recognized standing that is (A) in the good faith determination of
Holdings qualified to render such letter and (B) reasonably satisfactory to the
Administrative Agent, which letter states that such transaction is on terms that
are no less favorable to Holdings or such Subsidiary, as applicable, than would
be obtained in a comparable arm’s-length transaction with a Person that is not
an Affiliate,

     

    (xi) subject
to paragraph (c) below, the payment of all fees, expenses, bonuses and awards
related to the Transaction,

     

    (xii) transactions
pursuant to any Permitted Receivables Financings,

     

    (xiii) transactions
with joint ventures for the purchase or sale of chemicals, equipment and
services entered into in the ordinary course of business and in a manner
consistent with past practice, and

     

    (xiv) transaction
or similar fees and board fees in each case payable to Blackstone.

     

    SECTION
6.08 Business of Holdings and the
Subsidiaries.  

     

    Notwithstanding
any other provisions hereof, engage at any time in any business or business
activity other than:

     

    (x)           in
the case of the Company and any Subsidiary, (i) any business or business
activity conducted by it on the Effective Date and any business or business
activities incidental or related thereto, or any business or activity that is
reasonably similar thereto or a reasonable extension, development or expansion
thereof or ancillary thereto, including the consummation of the Transaction and
(ii) performance of its obligations under and in connection with the Loan
Documents, or

     

    (y)           in
the case of Holdings, (i) ownership of the Equity Interests in the Company,
together with activities directly related thereto, (ii) performance of its
obligations under and in connection with the Loan Documents and other
Indebtedness permitted under Section 6.01, (iii) actions incidental to the
consummation of the Transaction, (iv) the Guarantees permitted pursuant to
Section 6.01(m), (v) actions required by law to maintain its existence, (vi) the
holding of cash in amounts reasonably required to pay for its own costs and
expenses, (vii) owing and paying legal, registered office and auditing fees and
(viii) the issuance of common Equity Interests.

     

    SECTION
6.09 Limitation on Modifications
and Prepayments.

     

    (a) Amend or
modify in any manner materially adverse to the Lenders, or grant any waiver or
release under or terminate in any manner (if such granting or termination shall
be materially adverse to the Lenders), the articles or certificate of
incorporation or by-laws or partnership agreement or limited liability company
operating agreement of Holdings, the Company or any other Loan Party (it being
agreed that the conversion of a corporation into a limited liability company or
vice versa is not materially adverse to the Lenders; provided that the
provisions hereof and of the other Loan Documents with respect thereto are
complied with).

     

    
      
        
        

      

      
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    (b) Make (or
give any notice in respect of) any voluntary or optional payment or prepayment
on or redemption or acquisition for value (including, without limitation, by way
of depositing with the trustee with respect thereto money or securities before
due for the purposes of paying when due) of any subordinated indebtedness
permitted to be incurred under Section 6.01 or indebtedness under a Second Lien
Facility permitted to be incurred under Section 6.01 except (I) for any payments
made with the portion, if any, of the Available Amount on the date of such
election that Holdings elects to apply to this Section 6.09(b) or (II) any such
payments made with the proceeds of Permitted Refinancing
Indebtedness.

     

    (c) Amend or
modify, or permit the amendment or modification of, any instrument governing
subordinated indebtedness permitted to be incurred under Section 6.01 or
indebtedness under a Second Lien Facility permitted to be incurred under Section
6.01 or any Permitted Receivables Document in any manner that would cause the
terms of such Indebtedness to not be permitted under Section 6.01 if it were a
new incurrence or that, in the case of a Permitted Receivables Document, would
cause such financing not to be a Permitted Receivables Financing.

     

    (d) Permit
any Subsidiary to enter into any agreement or instrument that by its terms
restricts (i) the payment of dividends or distributions or the making of cash
advances by such Subsidiary to Holdings or any Subsidiary that is a direct or
indirect parent of such Subsidiary or (ii) the granting of Liens by such
Subsidiary pursuant to the Security Documents, in each case other than those
arising under any Loan Document, except, in each case, restrictions existing by
reason of:

     

    (A) restrictions
imposed by applicable law;

     

    (B) restrictions
contained in any Permitted Receivables Document with respect to any Special
Purpose Subsidiary;

     

    (C) contractual
encumbrances or restrictions under any agreements related to any permitted
renewal, extension or refinancing of any Indebtedness existing on the Effective
Date that does not expand the scope of any such encumbrance or
restriction;

     

    (D) any
restriction on a Subsidiary imposed pursuant to an agreement entered into for
the sale or disposition of all or substantially all the Equity Interests or
assets of a Subsidiary pending the closing of such sale or
disposition;

     

    (E) customary
provisions in joint venture agreements and other similar agreements applicable
to joint ventures entered into in the ordinary course of business;

     

    (F) any
restrictions imposed by any agreement relating to secured Indebtedness permitted
by this Agreement to the extent that such restrictions apply only to the
property securing such Indebtedness;

     

    
      
        
        

      

      
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    (G) customary
provisions contained in leases or licenses of intellectual property and other
similar agreements entered into in the ordinary course of business;

     

    (H) customary
provisions restricting subletting or assignment of any lease governing a
leasehold interest;

     

    (I) customary
provisions restricting assignment of any agreement entered into in the ordinary
course of business;

     

    (J) customary
restrictions and conditions contained in any agreement relating to the sale of
any asset permitted under Section 6.05 pending the consummation of such sale;
or

     

    (K) any
agreement in effect at the time such subsidiary becomes a Subsidiary, so long as
such agreement was not entered into in contemplation of such Person becoming a
Subsidiary.

     

    SECTION
6.10 First Lien Senior Secured
Leverage Ratio.

     

    At any
time at which there is Revolving Facility Credit Exposure, permit the First Lien
Senior Secured Leverage Ratio, calculated as of the last day of the most recent
fiscal quarter for which financial statements have been delivered to the
Administrative Agent pursuant to Section 5.04, to be greater than 3.90 to 1.00
(which calculation shall be made on a Pro Forma Basis to take into account any
events described in the definition of “Pro Forma Basis” occurring during the
period of four fiscal quarters ending on the last day of such fiscal
quarter).

     

    SECTION
6.11 Swap
Agreements.

     

    Enter
into any Swap Agreement, other than (a) Swap Agreements required by Section
5.12 or any Permitted Receivables Financing, (b) Swap Agreements entered
into in the ordinary course of business to hedge or mitigate risks to which
Holdings or any Subsidiary is exposed in the conduct of its business or the
management of its liabilities and (c) Swap Agreements entered into not for
speculative purposes but in order to effectively cap, collar or exchange
interest rates (from fixed to floating rates, from one floating rate to another
floating rate or otherwise) with respect to any interest bearing liability or
investment of Holdings or any Subsidiary.

     

    SECTION
6.12 No Other “Designated Senior
Indebtedness.”  

     

    None of
Holdings or any Borrower shall designate, or permit the designation of, any
Indebtedness (other than under this Agreement or the other Loan Documents) as
“Designated Senior
Indebtedness” or any other similar term for the purpose of the definition
of the same or the subordination provisions contained in any indenture governing
any subordinated Indebtedness permitted to be incurred under Section
6.01.

     

    SECTION
6.13 Limitation on the Lenders’
Control over Certain Foreign Entities.

     

    (a) Subject
to subsection (d) of this Section 6.13, the provisions of Section 6.05, Section
6.06, Section 6.08 and subsection (a) of Section 6.09 (the “Relevant Restrictive
Covenants”) shall only apply to a German Entity (as defined below) in the
following manner:

     

    
      
        
        

      

      
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    (i) such
German Entity (or a parent company thereof which is a German Entity) shall give
the Administrative Agent no less than 30 Business Days’ prior written notice
(the “Intention
Notice”) of the intention of such German Entity to carry out any acts or
take any steps inconsistent with the Relevant Restrictive
Covenants;

     

    (ii) the
Administrative Agent shall be entitled within 10 Business Days of receipt of an
Intention Notice to request that the relevant German Entity supply the
Administrative Agent with any further relevant information in connection with
the proposed action or steps referred to in such notice; and

     

    (iii) the
Administrative Agent shall, if it decides that the proposed action or steps set
out in such notice would reasonably be expected to be materially prejudicial to
the interests of the Lenders under the Financing Documents, notify the relevant
German Entity of such a decision within 10 Business Days of its receipt of such
a notice or receipt of further relevant information pursuant to clause (a)(ii)
above.

     

    (b) If:

     

    (i) the
Administrative Agent notifies a German Entity that the proposed action or steps
set out in the relevant Intention Notice pursuant to paragraph (a) above would
reasonably be expected to be materially prejudicial to the interests of the
Lenders under the Loan Documents; and

     

    (ii) the
relevant German Entity nevertheless proceeds to carry out such proposed actions
or steps,

     

    the
Administrative Agent shall be entitled to (and, if so instructed by the Required
Lenders, shall) exercise all or any of its rights under Section 7.01 (“Events of
Default”).

     

    (c) For the
purposes of this Section 6.16, a “German Entity” is any
Person who is incorporated in Germany or, if it is not so incorporated, has its
seat or principal place of business in Germany.

     

    (d) Notwithstanding
the foregoing provisions of this Section 6.13 or any other provision of this
Article VI, the Reorganization shall in any event be permitted.

     

     

    ARTICLE VII

     

    EVENTS OF DEFAULT

     

    SECTION
7.01 Events of
Default.

     

    In case
of the happening of any of the following events (“Events of
Default”):

     

    (a) any
representation or warranty made or deemed made by Holdings, the Company or any
other Loan Party in any Loan Document, or any representation, warranty or
certification contained in any report, certificate, financial statement or other
instrument furnished by or on behalf of Holdings, the Company or any other Loan
Party in connection with or pursuant to any Loan Document, shall prove to have
been false or misleading in any material respect when so made, deemed made or
furnished by Holdings, the Company or any other Loan Party;

     

    
      
        
        

      

      
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    (b) default
shall be made in the payment of any principal of any Loan or the reimbursement
with respect to any L/C Disbursement when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment
thereof or by acceleration thereof or otherwise;

     

    (c) default
shall be made in the payment of any interest on any Loan or on any L/C
Disbursement or in the payment of any Fee (other than an amount referred to in
(b) above) due under any Loan Document, when and as the same shall become due
and payable, and such default shall continue unremedied for a period of five
Business Days;

     

    (d) default
shall be made in the due observance or performance by Holdings, the Company or
any of the Subsidiaries of any covenant, condition or agreement contained in
Section 5.01(a) (with respect to Holdings or a Borrower), 5.05(a), 5.08, 5.10(d)
or in Article VI (provided that any
breach of the Financial Performance Covenant shall not, by itself, constitute an
Event of Default under the Term Facility unless such breach shall continue
unremedied for a period of 45 days after notice from the Administrative Agent to
Holdings);

     

    (e) default
shall be made in the due observance or performance by Holdings, the Company or
any of the Subsidiaries of any covenant, condition or agreement contained in any
Loan Document (other than those specified in paragraphs (b), (c) and (d) above)
and such default shall continue unremedied for a period of 30 days after written
notice thereof from the Administrative Agent to the Company;

     

    (f) (i) any
event or condition occurs that (A) results in any Material Indebtedness
(including, in the case of the Term Facility, the Revolving Credit Facility to
the extent constituting Material Indebtedness) becoming due prior to its
scheduled maturity or (B) enables or permits (with all applicable grace periods
having expired) the holder or holders of any Material Indebtedness (including,
in the case of the Term Facility, the Revolving Credit Facility to the extent
constituting Material Indebtedness) or any trustee or agent on its or their
behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity (provided that any
breach of the Financial Performance Covenant giving rise to an event described
in clause (B) above shall not, by itself, constitute an Event of Default under
the Term Facility unless such breach shall continue unremedied for a period of
45 days after notice from the Administrative Agent to Holdings) or
(ii) Holdings, any Borrower or any of the Subsidiaries shall fail to pay
the principal of any Material Indebtedness (including, in the case of the Term
Facility, the Revolving Credit Facility to the extent constituting Material
Indebtedness) at the stated final maturity thereof; provided that this
clause (f) shall not apply to secured Indebtedness that becomes due as a result
of the voluntary sale or transfer of the property securing such Indebtedness if
such sale or transfer is permitted hereunder and under the documents providing
for such Indebtedness;

     

    
      
        
        

      

      
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    (g) there
shall have occurred a Change in Control;

     

    (h) an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed in a court of competent jurisdiction seeking (i) relief in respect of
Holdings, any Borrower or any of the Material Subsidiaries, or of a substantial
part of the property of Holdings, any Borrower or any Material Subsidiary, under
Title 11 of the United States Code, as now constituted or hereafter amended, or
any other federal, state or foreign bankruptcy, insolvency, receivership or
similar law, (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for Holdings, any Borrower or any
of the Material Subsidiaries or for a substantial part of the property of
Holdings, any Borrower or any of the Material Subsidiaries, (iii) the winding-up
or liquidation of Holdings, any Borrower or any Material Subsidiary (except, in
the case of any Material Subsidiary (other than any Borrower), in a transaction
permitted by Section 6.05 or 6.13) or (iv) in the case of a Person organized
under the laws of Germany, any of the actions set out in Section 21 of the
German Insolvenzordnung
or to institute insolvency proceedings against any such Person (Eröffnung des
Insolvenzverfahrens), and such proceeding or petition shall continue
undismissed and unstayed for 60 consecutive days or an order or decree approving
or ordering any of the foregoing shall be entered;

     

    (i) Holdings,
any Borrower or any Material Subsidiary shall (i) voluntarily commence any
proceeding or file any petition seeking relief under Title 11 of the United
States Code, as now constituted or hereafter amended, or any other federal,
state or foreign bankruptcy, insolvency, receivership or similar law, (ii) seek,
or consent to, the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in
paragraph (h) above, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
Holdings, any Borrower or any of the Material Subsidiaries or for a substantial
part of the property of Holdings, any Borrower or any Material Subsidiary, (iv)
file an answer admitting the material allegations of a petition filed against it
in any such proceeding, (v) make a general assignment for the benefit of
creditors or (vi) admit in writing its inability generally to pay its debts as
they become due, or (vii) become unable or fail generally to pay its debts as
they become due;

     

    (j) any
judgment or order for the payment of money in an aggregate amount in excess of
$40.0 million shall be rendered against Holdings, the Borrower or any Material
Subsidiary and the same shall remain undischarged for a period of 30 consecutive
days during which execution (other than any enforcement proceedings consisting
of the mere obtaining and filing of a judgment lien or obtaining of a
garnishment or similar order so long as no foreclosure, levy or similar
execution process in respect of such judgment lien, or payment over in respect
of such garnishment or similar order, has commenced and is continuing, or has
been completed, in respect of any material assets or properties of Holdings, the
Company or any Material Subsidiary (collectively, “Permitted Execution
Actions”)) shall not be effectively stayed, or any action, other than a
Permitted Execution Action, shall be legally taken by a judgment creditor to
attach or levy upon any material assets or properties of Holdings, the Company
or any Material Subsidiary to enforce any such judgment or order; provided, however, that with
respect to any such judgment or order that is subject to the terms of one or
more settlement agreements that provide for the obligations thereunder to be
paid or performed over time, such judgment or order shall not be deemed
hereunder to be undischarged unless and until Holdings, the Borrower or the
relevant Material Subsidiary, as applicable, shall have failed to pay any
amounts due and owing thereunder (payment of which shall not have been stayed)
for a period of 30 consecutive days after the respective final due dates for the
payment of such amounts;

     

    
      
        
        

      

      
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    (k) (i) a
Reportable Event or Reportable Events shall have occurred with respect to any
Plan or a trustee shall be appointed by a United States district court to
administer any Plan, (ii) the PBGC shall institute proceedings (including giving
notice of intent thereof) to terminate any Plan or Plans, (iii) Holdings, the
Company or any Subsidiary or any ERISA Affiliate shall have been notified by the
sponsor of a Multiemployer Plan that it has incurred or will be assessed
Withdrawal Liability to such Multiemployer Plan and such Person does not have
reasonable grounds for contesting such Withdrawal Liability or is not contesting
such Withdrawal Liability in a timely and appropriate manner, (iv) Holdings, the
Company or any Subsidiary or any ERISA Affiliate shall have been notified by the
sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, within the meaning of Title IV of ERISA,
(v) Holdings, the Company or any Subsidiary or any ERISA Affiliate shall engage
in any “prohibited transaction” (as defined in Section 406 of ERISA or Section
4975 of the Code) involving any Plan or (vi) any other similar event or
condition shall occur or exist with respect to a Plan; and in each case in
clauses (i) through (vi) above, such event or condition, together with all other
such events or conditions, if any, would reasonably be expected to have a
Material Adverse Effect; or

     

    (l) (i) any
Loan Document shall cease to be in full force and effect (other than in
accordance with any Loan Documents), or any Loan Document shall for any reason
be asserted in writing by Holdings, any Borrower or any Material Subsidiary not
to be a legal, valid and binding obligation of any party thereto, (ii) any
security interest purported to be created by any Security Document and that
extends to assets material to Holdings and the Subsidiaries on a consolidated
basis shall cease to be, or shall be asserted in writing by the Company or any
other Loan Party not to be, a valid and perfected security interest (having the
priority required by this Agreement or the relevant Security Document) in the
securities, assets or properties covered thereby, except to the extent that any
such loss of perfection or priority results from the failure of the Collateral
Agent to maintain possession of certificates actually delivered to it
representing securities pledged under the Security Documents or to file Uniform
Commercial Code continuation statements and except to the extent that such loss
is covered by a lender’s title insurance policy and the Administrative Agent
shall be reasonably satisfied with the credit of such insurer or (iii) the
Guarantees pursuant to the Security Documents by Holdings, the Company or the
Subsidiary Loan Parties of any of the Obligations shall cease to be in full
force and effect (other than in accordance with the terms thereof), or shall be
asserted in writing by Holdings or the Company or any Subsidiary Loan Party not
to be in effect or not to be legal, valid and binding obligations;

     

    
      
        
        

      

      
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    then,
subject to Sections 7.02 and/or 7.03, and in every such event (other than an
event with respect to a Borrower described in paragraph (h) or (i) (other than
clause (vii) thereof) above), and at any time thereafter during the continuance
of such event, the Administrative Agent, at the request of the Required Lenders,
shall, by notice to the Borrowers, take any or all of the following actions, at
the same or different times (provided that, in the
case of an Event of Default described in paragraph (d) above arising solely from
a breach of the Financial Performance Covenant, the Administrative Agent shall
take such actions (x) at the request of the Majority Lenders under the
Revolving Credit Facility rather than the Required Lenders and (y) only
with respect to the Revolving Credit Facility):  (i) terminate
forthwith the Commitments, (ii) declare the Loans then outstanding to be
forthwith due and payable in whole or in part, whereupon the principal of the
Loans so declared to be due and payable, together with accrued interest thereon
and any unpaid accrued Fees and all other liabilities of the Borrowers accrued
hereunder and under any other Loan Document, shall become forthwith due and
payable, without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived by the Borrowers, anything contained
herein or in any other Loan Document to the contrary notwithstanding and (iii)
demand cash collateral pursuant to Section 2.05(j); and in any event with
respect to a Borrower described in paragraph (h) or (i) (other than clause (vii)
thereof) above, the Commitments shall automatically terminate, the principal of
the Loans then outstanding, together with accrued interest thereon and any
unpaid accrued Fees and all other liabilities of the Borrowers accrued hereunder
and under any other Loan Document, shall automatically become due and payable
and the Administrative Agent shall be deemed to have made a demand for cash
collateral to the full extent permitted under Section 2.05(j), without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by the Borrowers, anything contained herein or in any
other Loan Document to the contrary notwithstanding.

     

    SECTION
7.02 Holdings’ Right to
Cure.

     

     

    (a) Financial Performance
Covenants.  Notwithstanding anything to the contrary contained
in Section 7.01, in the event that Holdings fails to comply with the
requirements of the Financial Performance Covenant, until the expiration of the
10th day subsequent to the date the certificate calculating such Financial
Performance Covenant is required to be delivered pursuant to Section 5.04(c),
Holdings shall have the right to issue Permitted Cure Securities for cash or
otherwise receive cash contributions to the capital of Holdings, and, in each
case, to contribute any such cash to the capital of the Company (collectively,
the “Cure
Right”), and upon the receipt by Company of such cash (the “Cure Amount”)
pursuant to the exercise by Holdings of such Cure Right and request to the
Administrative Agent to effect such recalculation, such Financial Performance
Covenant shall be recalculated giving effect to the following pro forma
adjustments:

     

    (i) EBITDA
shall be increased, solely for the purpose of measuring the Financial
Performance Covenant and not for any other purpose under this Agreement, by an
amount equal to the Cure Amount; and

     

    (ii) if, after
giving effect to the foregoing recalculations, Holdings shall then be in
compliance with the requirements of all Financial Performance Covenants,
Holdings shall be deemed to have satisfied the requirements of the Financial
Performance Covenant as of the relevant date of determination with the same
effect as though there had been no failure to comply therewith at such date, and
the applicable breach or default of the Financial Performance Covenant that had
occurred shall be deemed cured for this purposes of the Agreement.

     

    
      
        
        

      

      
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    (b) Limitation on Exercise of
Cure Right.  Notwithstanding anything herein to the contrary,
(a) in each four-fiscal-quarter period there shall be at least one fiscal
quarter in which the Cure Right is not exercised, (b) in each
eight-fiscal-quarter period, there shall be a period of at least four
consecutive fiscal quarters during which the Cure Right is not exercised,
(c) the Cure Amount shall be no greater than the amount required for
purposes of complying with the Financial Performance Covenant, (d) in each 12
month period, the maximum aggregate Cure Amount for all exercises shall not
exceed €200 million and (e) no Indebtedness repaid with the proceeds of
Permitted Cure Securities shall be deemed repaid for purposes of calculating the
ratio specified in Section 6.10 for the period during which such Permitted Cure
Securities were issued.

     

     

    ARTICLE
VIII

     

    THE
AGENTS

     

    SECTION
8.01 Appointment.

     

    (a) In order
to expedite the transactions contemplated by this Agreement, DBNY is hereby
appointed to act as Administrative Agent (with each reference in this Article to
Administrative Agent to include DBNY in its capacity as Collateral Agent and
Deutsche Bank AG, Cayman Islands Branch, as Deposit Bank).  Each of
the Lenders and each assignee of any such Lender hereby irrevocably authorizes
the Administrative Agent to take such actions on behalf of such Lender or
assignee and to exercise such powers as are specifically delegated to the
Administrative Agent by the terms and provisions hereof and of the other Loan
Documents, together with such actions and powers as are reasonably incidental
thereto.  The Administrative Agent is hereby expressly authorized by
the Lenders and each Issuing Bank, without hereby limiting any implied
authority, (a) to receive on behalf of the Lenders and such Issuing Bank all
payments of principal of and interest on the Loans, all payments in respect of
L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank
hereunder, and promptly to distribute to each Lender or such Issuing Bank its
proper share of each payment so received; (b) to give notice on behalf of each
of the Lenders of any Event of Default specified in this Agreement of which the
Administrative Agent has actual knowledge acquired in connection with the
performance of its duties as Administrative Agent hereunder; and (c) to
distribute to each Lender copies of all notices, financial statements and other
materials delivered by any Borrower pursuant to this Agreement as received by
the Administrative Agent.  Without limiting the generality of the
foregoing, the Agents are hereby expressly authorized to execute any and all
documents (including releases and including, without limitation, in the event of
a sale of assets permitted hereunder or designation of a Subsidiary as an
Unrestricted Subsidiary permitted hereunder) with respect to the Collateral and
the rights of the Secured Parties with respect thereto, as contemplated by and
in accordance with the provisions of this Agreement and the Security
Documents.  In the event that any party other than the Lenders and the
Agents shall participate in all or any portion of the Collateral pursuant to the
Security Documents, all rights and remedies in respect of such Collateral shall
be controlled by the Administrative Agent.  No other Agent shall have
any duties or responsibilities under this Agreement.

     

    
      
        
        

      

      
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    (b) Neither
the Agents nor any of their respective directors, officers, employees or agents
shall be liable as such for any action taken or omitted by any of them except
for its or his own gross negligence or willful misconduct, or be responsible for
any statement, warranty or representation herein or the contents of any document
delivered in connection herewith, or be required to ascertain or to make any
inquiry concerning the performance or observance by the Borrowers or any other
Loan Party of any of the terms, conditions, covenants or agreements contained in
any Loan Document.  The Agents shall not be responsible to the Lenders
for the due execution, genuineness, validity, enforceability or effectiveness of
this Agreement or any other Loan Documents or other instruments or
agreements.  The Agents shall in all cases be fully protected in
acting, or refraining from acting, in accordance with written instructions
signed by the Required Lenders and, except as otherwise specifically provided
herein, such instructions and any action or inaction pursuant thereto shall be
binding on all the Lenders.  Each Agent shall, in the absence of
knowledge to the contrary, be entitled to rely on any instrument or document
believed by it in good faith to be genuine and correct and to have been signed
or sent by the proper Person or Persons.  Neither the Agents nor any
of their respective directors, officers, employees or agents shall have any
responsibility to any Borrower or any other Loan Party or any other party hereto
on account of the failure, delay in performance or breach by, or as a result of
information provided by, any Lender or Issuing Bank of any of its obligations
hereunder or to any Lender or Issuing Bank on account of the failure of or delay
in performance or breach by any other Lender or Issuing Bank or any Borrower or
any other Loan Party of any of their respective obligations hereunder or under
any other Loan Document or in connection herewith or therewith.  Each
Agent may execute any and all duties hereunder by or through agents or employees
and shall be entitled to rely upon the advice of legal counsel selected by it
with respect to all matters arising hereunder and shall not be liable for any
action taken or suffered in good faith by it in accordance with the advice of
such counsel.

     

    SECTION
8.02 Nature of
Duties.

     

    The
Lenders hereby acknowledge that no Agent shall be under any duty to take any
discretionary action permitted to be taken by it pursuant to the provisions of
this Agreement unless it shall be requested in writing to do so by the Required
Lenders.  The Lenders further acknowledge and agree that so long as an
Agent shall make any determination to be made by it hereunder or under any other
Loan Document in good faith, such Agent shall have no liability in respect of
such determination to any Person.  Notwithstanding any provision to
the contrary elsewhere in this Agreement, no Agent 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 Loan
Documents or otherwise exist against any Agent.  Each Lender
recognizes and agrees that the Joint Book Runners and the Joint Lead Arrangers
shall have no duties or responsibilities under this Agreement or any other Loan
Document, or any fiduciary relationship with any Lender, and shall have no
functions, responsibilities, duties, obligations or liabilities for acting as
the Joint Book Runners or as the Joint Lead Arrangers hereunder.

     

    
      
        
        

      

      
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    SECTION
8.03 Resignation by the
Agents.

     

    Subject
to the appointment and acceptance of a successor Administrative Agent or Deposit
Bank, as the case may be, as provided below, each of the Administrative Agent
and the Deposit Bank may resign at any time by notifying the Lenders and the
Company.  Upon any such resignation, the Required Lenders shall have
the right to appoint a successor with the consent of the Company (not to be
unreasonably withheld or delayed).  If no successor shall have been so
appointed by the Required Lenders and approved by the Company and shall have
accepted such appointment within 45 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, on
behalf of the Lenders with the consent of the Company (not to be unreasonably
withheld or delayed), appoint a successor Administrative Agent which shall be a
bank with an office in New York, New York and an office in London, England (or a
bank having an Affiliate with such an office) having a combined capital and
surplus having a Dollar Equivalent that is not less than $500.0 million or an
Affiliate of any such bank.  Upon the acceptance of any appointment as
Administrative Agent or Deposit Bank hereunder by a successor bank, such
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent or Deposit Bank, as
the case may be, and the retiring Administrative Agent or Deposit Bank, as the
case may be, shall be discharged from its duties and obligations
hereunder.  After the resignation by the Administrative Agent or by
the Deposit Bank hereunder, the provisions of this Article and Section 9.05
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Administrative Agent or Deposit
Bank, as the case may be.

     

    SECTION
8.04 The Administrative Agent in
Its Individual Capacity.

     

    With
respect to the Loans made by it hereunder, the Administrative Agent in its
individual capacity and not as Administrative Agent shall have the same rights
and powers as any other Lender and may exercise the same as though it were not
the Administrative Agent, and the Administrative Agent and its Affiliates may
accept deposits from, lend money to and generally engage in any kind of business
with Holdings, any Borrower or any of the Subsidiaries or other Affiliates
thereof as if it were not the Administrative Agent.

     

    SECTION
8.05 Indemnification.

     

    Each
Lender agrees (a) to reimburse each Agent, on demand, in the amount of its pro rata share (based
on its Commitments hereunder (or if such Commitments shall have expired or been
terminated, in accordance with the respective principal amounts of its
applicable outstanding Loans or participations in L/C Disbursements, as
applicable)) of any reasonable expenses incurred for the benefit of the Lenders
by such Agent, including counsel fees and compensation of agents and employees
paid for services rendered on behalf of the Lenders, which shall not have been
reimbursed by the Company and (b) to indemnify and hold harmless each Agent and
any of its directors, officers, employees or agents, on demand, in the amount of
such pro rata
share, from and against any and all liabilities, Taxes, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against it in its capacity as Agent or any of them in any way relating
to or arising out of this Agreement or any other Loan Document or any action
taken or omitted by it or any of them under this Agreement or any other Loan
Document, to the extent the same shall not have been reimbursed by the Company
(and without limiting its obligation to do so), provided that no
Lender shall be liable to an Agent for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements determined by a court of competent jurisdiction by
final and non-appealable judgment to have resulted from the gross negligence or
willful misconduct of such Agent or any of its directors, officers, employees or
agents.

     

    
      
        
        

      

      
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    SECTION
8.06 Lack of Reliance on
Agents.

     

    Each
Lender acknowledges that it has, independently and without reliance upon any
Agent and any Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each Lender also acknowledges that it will, independently
and without reliance upon any Agent, any other Lender and based on such
documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based
upon this Agreement or any other Loan Document, any related agreement or any
document furnished hereunder or thereunder.

     

    SECTION
8.07 Designation of Affiliates
for Loans Denominated in Euros.

     

    The
Administrative Agent shall be permitted from time to time to designate one of
its Affiliates to perform the duties to be performed by the Administrative Agent
hereunder with respect to Loans, Borrowings and Letters of Credit denominated in
Euros.  The provisions of this Article VIII shall apply to any such
Affiliate, mutatis
mutandis.

     

    SECTION
8.08 No Other Duties,
Etc.

     

    Anything
herein to the contrary notwithstanding, none of the Agents listed on the cover
page hereof shall have any powers, duties or responsibilities under this
Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent, a Lender or an Issuing Bank
hereunder.

     

     

    ARTICLE
IX 

     

    MISCELLANEOUS

     

    SECTION
9.01 Notices.

     

     

    (a) Notices
and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

     

    (i) if to any
Loan Party, to it, c/o the Company, 1601 West LBJ Freeway, Dallas, Texas 75234,
attention:  James E. Shields, Vice President and Treasurer (telecopy:
972-443-3095), with a copy to Kevin Rogan, Associate General Counsel and
Assistant Secretary (telecopy: (972) 443-4801);

     

    (ii) if to the
Administrative Agent or the Collateral Agent, to Deutsche Bank AG, New York
Branch, 60 Wall Street, New York, New York 10005, attention:  Evelyn
Thierry (telecopy:  (212) 797-5690)
(e-mail:  evelyn.thierry@db.com), if to the Deposit Bank, to Deutsche
Bank AG, Cayman Islands Branch, 60 Wall Street, New York, New York 10005,
attention:  Evelyn Thierry (telecopy:  (212) 797-5690)
(e-mail:  evelyn.thierry@db.com), with a copy to Cahill Gordon &
Reindel llp, 80
Pine Street, New York, New York 10005, attention:  Jonathan A.
Schaffzin and Michael J. Ohler, Esq. (telecopy:  (212)
269-5420);

     

    
      
        
        

      

      
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    (iii) if to an
Issuing Bank, to it at the address or telecopy number set forth separately in
writing; and

     

    (iv) if such
notice relates to a Revolving Facility Borrowing denominated in Euros, to the
Administrative Agent.

     

    (b) Notices
and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the
foregoing shall not apply to notices pursuant to Article II unless otherwise
agreed by the Administrative Agent and the applicable Lender.  Each of
the Administrative Agent, the Collateral Agent, the Deposit Bank and the Company
(on behalf of itself and the Foreign Subsidiary Borrowers) may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided, further, that
approval of such procedures may be limited to particular notices or
communications.

     

    (c) All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt if delivered by hand or overnight courier service, sent by telecopy
or (to the extent permitted by paragraph (b) above) electronic means or on the
date five Business Days after dispatch by certified or registered mail if
mailed, in each case delivered, sent or mailed (properly addressed) to such
party as provided in this Section 9.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this Section
9.01.

     

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

     

    SECTION
9.02 Survival of
Agreement.

     

    All
covenants, agreements, representations and warranties made by the Loan Parties
herein, in the other Loan Documents and in the certificates or other instruments
prepared or delivered in connection with or pursuant to this Agreement or any
other Loan Document shall be considered to have been relied upon by the Lenders
and each Issuing Bank and shall survive the making by the Lenders of the Loans,
the execution and delivery of the Loan Documents and the issuance of the Letters
of Credit, regardless of any investigation made by such Persons or on their
behalf, and shall continue in full force and effect as long as the principal of
or any accrued interest on any Loan or L/C Disbursement or any Fee or any other
amount payable under this Agreement or any other Loan Document is outstanding
and unpaid or any Letter of Credit is outstanding and so long as the Commitments
have not been terminated.  Without prejudice to the survival of any
other agreements contained herein, indemnification and reimbursement obligations
contained herein (including pursuant to Sections 2.15, 2.16, 2.17 and 9.05)
shall survive the payment in full of the principal and interest hereunder, the
expiration of the Letters of Credit and the termination of the Commitments or
this Agreement.

     

    SECTION
9.03 Binding
Effect.

     

    This
Agreement shall become effective when it shall have been executed by Holdings,
the Company and the Administrative Agent and when the Administrative Agent shall
have received copies hereof which, when taken together, bear the signatures of
each of the other parties hereto, and thereafter shall be binding upon and inure
to the benefit of Holdings, the Borrowers, each Issuing Bank, the Administrative
Agent, the Deposit Bank and each Lender and their respective permitted
successors and assigns.

     

    
      
        
        

      

      
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    SECTION
9.04 Successors and
Assigns.

     

    (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby
(including any Affiliate of any Issuing Bank that issues any Letter of Credit),
except that (i) other than pursuant to a merger permitted by Section 6.05(b) or
6.05(i), no Borrower may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by a Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section
9.04.  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of
any Issuing Bank that issues any Letter of Credit), Participants (to the extent
provided in paragraph (c) of this Section) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Agents, each Issuing
Bank and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

     

    (b) (i)  Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to
one or more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment, the Loans and/or
Credit-Linked Deposits at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld or delayed) of:

     

    (A) the
Company; provided that no
consent of the Company shall be required for an assignment to a Lender or an
Affiliate of a Lender or an Approved Fund or, if an Event of Default under
paragraph (b), (c), (h) or (i) of Section 7.01 has occurred and is continuing,
any other assignee (other than a natural person) (provided that any
liability of the Borrowers to an assignee that is an Approved Fund or Affiliate
of the assigning Lender under Section 2.15, 2.16, 2.17 or 2.21 shall be limited
to the amount, if any, that would have been payable hereunder by such Borrower
in the absence of such assignment); and

     

    (B) the
Administrative Agent; provided that no
consent of the Administrative Agent shall be required for an assignment of (i) a
Revolving Facility Commitment to an assignee that is a Lender with a Revolving
Facility Commitment, immediately prior to giving effect to such assignment, or
(ii) a Term Loan to a Lender, an Affiliate of a Lender or Approved Fund
immediately prior to giving effect to such assignment.

     

    (ii) Assignments
shall be subject to the following additional conditions:

     

    (A) except in
the case of an assignment to a Lender, an Affiliate of a Lender or an Approved
Fund or an assignment of the entire remaining amount of the assigning Lender’s
Commitment, the amount of the commitment of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than (x) $5.0 million (or the Euro Equivalent in the case of Revolving
Facility Loans denominated in Euros), in the case of Revolving Facility
Commitments and Revolving Facility Loans, (y) $5.0 million in the case of
Credit-Linked Commitments and Credit-Linked Deposits and (z) $1.0 million (or
the Euro Equivalent in the case of Euro Term Loans), in the case of Term Loans,
unless each of the Company and the Administrative Agent otherwise consent; provided that no such
consent of the Company shall be required if an Event of Default under paragraph
(b), (c), (h) or (i) of Section 7.01 has occurred and is
continuing;

     

    
      
        
        

      

      
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    (B) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Agreement, except that
this clause (B) shall not prohibit any Lender from assigning all or a portion of
its rights and obligations among separate Facilities on a non-pro rata
basis;

     

    (C) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Acceptance, together with a processing and recordation fee of
$3,500; provided that no such
recordation fee shall be due in connection with an assignment to an existing
Lender or Affiliate of a Lender or an assignment by the Administrative
Agent;

     

    (D) no
assignment of Revolving Facility Loans or Revolving Facility Commitments shall
be permitted to be made to an assignee that cannot make Revolving Facility Loans
in Dollars and Euros; and

     

    (E) no
assignments of Euro Term Loans or of a commitment to make Euro Term Loans shall
be permitted to be made to an assignee that cannot hold or make Euro Term
Loans.

     

    (iii) Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and
Acceptance the assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender hereunder
shall, to the extent of the interest assigned by such Assignment and Acceptance,
be released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17
and 9.05).  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 9.04
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of
this Section.  Without the consent of the Deposit Bank, the
Credit-Linked Deposit funded by any CL Lender shall not be released in
connection with any assignment of its Credit-Linked Commitment, but shall
instead be purchased by the relevant assignee and continue to be held for
application (if not already applied) pursuant to Section 2.05(e) or 2.06(a) in
respect of such assignee’s obligations under the Credit-Linked Commitment
assigned to it.

     

    
      
        
        

      

      
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    (iv) The
Administrative Agent, acting for this purpose as an agent of the Company, shall
maintain at one of its offices a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitment of, and principal amount of the Loans and L/C
Disbursements owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”).  The
entries in the Register shall be conclusive, and the Company, the Agents, each
Issuing Bank and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary.  The Register
shall be available for inspection by the Company, any Issuing Bank and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

     

    (v) Upon its
receipt of a duly completed Assignment and Acceptance executed by an assigning
Lender and an assignee, the processing and recordation fee referred to in
paragraph (b) of this Section and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent acting for
itself and, in any situation wherein the consent of the Company is not required,
the Company shall accept such Assignment and Acceptance and record the
information contained therein in the Register.  No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.

     

    (c) (i)  Any
Lender may, without the consent of the Company, the Administrative Agent, any
Issuing Bank or any Swingline Lender, sell participations to one or more banks
or other entities (a “Loan Participant”) in
all or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that (A)
such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (C) the Borrowers, the Agents, each
Issuing Bank and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under
this Agreement.  Any agreement or instrument (oral or written)
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and the other Loan
Documents and to approve any amendment, modification or waiver of any provision
of this Agreement and the other Loan Documents; provided that (x)
such agreement or instrument may provide that such Lender will not, without the
consent of the Loan Participant, agree to any amendment, modification or waiver
described in Section 9.04(a)(i) or clause (i), (ii), (iii), (iv), (v) or (vi) of
the first proviso to Section 9.08(b) that affects such Loan Participant and (y)
no other agreement (oral or written) with respect to such participation may
exist between such Lender and such Loan Participant.  Subject to
paragraph (c)(ii) of this Section, each of the Borrowers agrees that each Loan
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section.  To the extent
permitted by law, each Loan Participant also shall be entitled to the benefits
of Section 9.06 as though it were a Lender; provided such Loan
Participant agrees to be subject to Section 2.18(c) as though it were a
Lender.

     

    (ii) A Loan
Participant shall not be entitled to receive any greater payment under Section
2.15, 2.16 or 2.17 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Loan Participant, unless
the sale of the participation to such Loan Participant is made with the
Company’s prior written consent.  A Loan Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 2.17 to the extent such Loan Participant fails to comply with Section
2.17(e) as though it were a Lender.

     

    
      
        
        

      

      
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    (d) Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including (i) any pledge or assignment to secure obligations to a Federal
Reserve Bank and (ii) in the case of any Lender that is an Approved Fund,
any pledge or assignment to any holders of obligations owed, or securities
issued, by such Lender including to any trustee for, or any other representative
of, such holders, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

     

    SECTION
9.05 Expenses;
Indemnity.

     

     

    (a) The
Company agrees to pay all reasonable out-of-pocket expenses (including Other
Taxes) incurred by the Administrative Agent and the Deposit Bank in connection
with the preparation of this Agreement and the other Loan Documents or the
administration of this Agreement and by the Agents in connection with the
syndication of the Commitments (including expenses incurred prior to the
Effective Date in connection with due diligence and the reasonable fees,
disbursements and the charges for no more than one counsel in each jurisdiction
where Collateral is located) or in connection with any amendments, modifications
or waivers of the provisions hereof or thereof (whether or not the Transactions
hereby contemplated shall be consummated) or incurred by the Agents or any
Lender in connection with the enforcement or protection of their rights in
connection with this Agreement and the other Loan Documents, in connection with
the Loans made or the Letters of Credit issued hereunder, including the
reasonable fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel for the
Administrative Agent and Deposit Bank, and, in connection with any such
enforcement or protection, the reasonable fees, charges and disbursements of any
other counsel (including the reasonable allocated costs of internal counsel if a
Lender elects to use internal counsel in lieu of outside counsel) for the
Agents, the Joint Lead Arrangers, any Issuing Bank or all Lenders (but no more
than one such counsel for all Lenders).

     

    (b) The
Company agrees to indemnify the Deposit Bank, the Agents, the Joint Lead
Arrangers, each Issuing Bank, each Lender and each of their respective
Affiliates, directors, trustees, officers, employees and agents (each such
Person being called an “Indemnitee”) against,
and to hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable counsel fees, charges and
disbursements, incurred by or asserted against any Indemnitee arising out of, in
any way connected with, or as a result of (i) the execution or delivery of this
Agreement or any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto and thereto of their
respective obligations thereunder or the consummation of the Transaction and the
other transactions contemplated hereby, (ii) the use of the proceeds of the
Loans or the use of any Letter of Credit or (iii) any claim, litigation,
investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
any of its Related Parties.  Subject to and without limiting the
generality of the foregoing sentence, the Company agrees to indemnify each
Indemnitee against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses, including reasonable counsel
or consultant fees, charges and disbursements, incurred by or asserted against
any Indemnitee arising out of, in any way connected with, or as a result of (A)
any Environmental Claim related in any way to Holdings, the Company or any of
their Subsidiaries, or (B) any actual or alleged presence, Release or threatened
Release of Hazardous Materials at, under, on or from any Mortgaged Property or
any property owned, leased or operated by any predecessor of Holdings, the
Company or any of their Subsidiaries; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
any of its Related Parties.  The provisions of this Section 9.05 shall
remain operative and in full force and effect regardless of the expiration of
the term of this Agreement, the consummation of the transactions contemplated
hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of the Deposit Bank, any
Agent, any Issuing Bank or any Lender.  All amounts due under this
Section 9.05 shall be payable on written demand therefor accompanied by
reasonable documentation with respect to any reimbursement, indemnification or
other amount requested.

     

    
      
        
        

      

      
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    (c) Unless an
Event of Default shall have occurred and be continuing, the Company shall be
entitled to assume the defense of any action for which indemnification is sought
hereunder with counsel of its choice at its expense (in which case the Company
shall not thereafter be responsible for the fees and expenses of any separate
counsel retained by an Indemnitee except as set forth below); provided, however, that such
counsel shall be reasonably satisfactory to each such
Indemnitee.  Notwithstanding the Company’s election to assume the
defense of such action, each Indemnitee shall have the right to employ separate
counsel and to participate in the defense of such action, and the Company shall
bear the reasonable fees, costs and expenses of such separate counsel, if (i)
the use of counsel chosen by the Company to represent such Indemnitee would
present such counsel with a conflict of interest; (ii) the actual or potential
defendants in, or targets of, any such action include both the Company and such
Indemnitee and such Indemnitee 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 (in which case the Company shall not have the right to
assume the defense or such action on behalf of such Indemnitee); (iii) the
Company shall not have employed counsel reasonably satisfactory to such
Indemnitee to represent it within a reasonable time after notice of the
institution of such action; or (iv) the Company shall authorize in writing
such Indemnitee to employ separate counsel at the Company’s
expense.  The Company will not be liable under this Agreement for any
amount paid by an Indemnitee to settle any claims or actions if the settlement
is entered into without the Company’s consent, which consent may not be withheld
or delayed unless such settlement is unreasonable in light of such claims or
actions against, and defenses available to, such
Indemnitee.  Notwithstanding the foregoing, in the event an Indemnitee
releases the Borrower from its indemnification obligations hereunder, such
Indemnitee may assume the defense of any such action with respect to
itself.

     

    
      
        
        

      

      
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    (d) Except as
expressly provided in Section 9.05(a) with respect to Other Taxes, which shall
not be duplicative with any amounts paid pursuant to Section 2.17, this Section
9.05 shall not apply to Taxes.

     

    SECTION
9.06 Right of
Set-off.

     

    Each
Lender and each Issuing Bank is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, upon any amount becoming due and
payable by a Borrower hereunder (whether at the stated maturity, by acceleration
or otherwise) after the expiration of any cure or grace periods, to set off and
apply against such amount any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender or such Issuing Bank to or for the credit or the
account of Holdings, the Company or any Subsidiary, matured or unmatured,
irrespective of whether or not such Lender or such Issuing Bank shall have made
any demand under this Agreement or any other Loan Document.  The
rights of each Lender and each Issuing Bank under this Section 9.06 are in
addition to other rights and remedies (including other rights of set-off) that
such Lender or such Issuing Bank may have.

     

    SECTION
9.07 Applicable
Law.

     

    THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS
EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     

    SECTION
9.08 Waivers;
Amendment.

     

    (a) No
failure or delay of the Administrative Agent, any Issuing Bank or any Lender in
exercising any right or power hereunder or under any Loan Document shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right
or power, preclude any other or further exercise thereof or the exercise of any
other right or power.  The rights and remedies of the Administrative
Agent, each Issuing Bank and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have.  No waiver of any provision of this
Agreement or any other Loan Document or consent to any departure by Holdings,
any Borrower or any other Loan Party therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) below, and then such waiver
or consent shall be effective only in the specific instance and for the purpose
for which given.  No notice or demand on Holdings, any Borrower or any
other Loan Party in any case shall entitle such Person to any other or further
notice or demand in similar or other circumstances.

     

    (b) Neither
this Agreement nor any other Loan Document nor any provision hereof or thereof
may be waived, amended or modified except (x) in the case of this Agreement,
pursuant to an agreement or agreements in writing entered into by the Company
and the Required Lenders (or, in respect of any waiver, amendment or
modification of Section 6.10, the Majority Lenders under the Revolving Facility
rather than the Required Lenders) and (y) in the case of any other Loan
Document, pursuant to an agreement or agreements as provided for therein; provided, however, that no such
agreement shall

     

    
      
        
        

      

      
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    (i) decrease
or forgive the principal amount of, or extend the final maturity of, or decrease
the rate of interest on, any Loan or any L/C Disbursement, without the prior
written consent of each Lender directly affected thereby; provided that any
amendment to the financial covenant definitions in this Agreement shall not
constitute a reduction in the rate of interest for purposes of this clause
(i),

     

    (ii) increase
or extend the Commitment of any Lender or decrease the Commitment Fees or L/C
Participation Fees or other fees of any Lender without the prior written consent
of such Lender (it being understood that waivers or modifications of conditions
precedent, covenants, Defaults or Events of Default or of a mandatory reduction
in the aggregate Commitments shall not constitute an increase of the Commitments
of any Lender),

     

    (iii) extend or
waive any Installment Date or extend any date on which payment of interest on
any Loan or any L/C Disbursement or any fees payable hereunder are due, without
the prior written consent of each Lender directly and adversely affected
thereby,

     

    (iv) amend or
modify the provisions of Section 2.18(c) in a manner that would by its terms
alter the pro rata sharing of payments required thereby, without the prior
written consent of each Lender directly and adversely affected
thereby,

     

    (v) amend or
modify the provisions of this Section or the definition of the terms “Required
Lenders,” “Majority Lenders” or any other provision hereof specifying the number
or percentage of Lenders required to waive, amend or modify any rights hereunder
or make any determination or grant any consent hereunder, without the prior
written consent of each Lender adversely affected thereby (it being understood
that, with the consent of the Required Lenders, additional extensions of credit
pursuant to this Agreement may be included in the determination of the Required
Lenders on substantially the same basis as the Loans and Commitments are
included on the Effective Date),

     

    (vi) release
all or substantially all the Collateral or release Holdings, the Company, CAC or
all or substantially all of the other Subsidiary Loan Parties from its Guarantee
under the Holdings Agreement or the U.S. Collateral Agreement, as applicable,
unless, in the case of a Subsidiary Loan Party, all or substantially all the
Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of
in a transaction permitted by this Agreement, without the prior written consent
of each Lender adversely affected thereby,

     

    (vii) effect
any waiver, amendment or modification that by its terms directly adversely
affects the rights in respect of payments or collateral of Lenders participating
in any Facility differently from those of Lenders participating in other
Facilities, without the consent of the Majority Lenders participating in the
adversely affected Facility (it being agreed that the Required Lenders may
waive, in whole or in part, any prepayment or Commitment reduction required by
Section 2.11 so long as the application of any prepayment or Commitment
reduction still required to be made is not changed); or

     

    
      
        
        

      

      
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    (viii) convert
the currency of any Loan or any Commitment, without the prior written consent of
the Lender holding such Loan or Commitment;

     

    provided, further, that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent, the Deposit Bank or an Issuing Bank hereunder without the
prior written consent of the Administrative Agent, the Deposit Bank or such
Issuing Bank acting as such at the effective date of such agreement, as
applicable.  Each Lender shall be bound by any waiver, amendment or
modification authorized by this Section 9.08 and any consent by any Lender
pursuant to this Section 9.08 shall bind any assignee of such
Lender.

     

    (c) Without
the consent of either Joint Lead Arranger, the Deposit Bank or any Lender, the
Loan Parties and the Administrative Agent and/or Collateral Agent may (in their
respective sole discretion, or shall, to the extent required by any Loan
Document) enter into any amendment, modification or waiver of any Loan Document,
or enter into any new agreement or instrument, to effect the granting,
perfection, protection, expansion or enhancement of any security interest in any
Collateral or additional property to become Collateral for the benefit of the
Secured Parties, or as required by local law to give effect to, or protect any
security interest for the benefit of the Secured Parties, in any property or so
that the security interests therein comply with applicable law.

     

    (d) Notwithstanding
the foregoing, this Agreement may be amended (or amended and restated) with the
written consent of the Required Lenders, the Administrative Agent, Holdings and
the Borrowers (a) to add one or more additional credit facilities to this
Agreement and to permit the extensions of credit from time to time outstanding
thereunder and the accrued interest and fees in respect thereof to share ratably
in the benefits of this Agreement and the other Loan Documents with the Term
Loans, the CL Loans and the Revolving Facility Loans and the accrued interest
and fees in respect thereof and (b) to include appropriately the Lenders holding
such credit facilities in any determination of the Required
Lenders.

     

    (e) In
addition, notwithstanding the foregoing, this Agreement may be amended with the
written consent of the Administrative Agent, Holdings, the Borrowers and the
Lenders providing the relevant Replacement Term Loans (as defined below) to
permit the refinancing of all outstanding Term Loans (“Refinanced Term
Loans”) with a replacement “B” term loan tranche hereunder which shall be
Loans hereunder (“Replacement Term
Loans”); provided that (a) the
aggregate principal amount of such Replacement Term Loans shall not exceed the
aggregate principal amount of such Refinanced Term Loans, (b) the
Applicable Margin for such Replacement Term Loans shall not be higher than the
Applicable Margin for such Refinanced Term Loans, (c) the weighted average
life to maturity of such Replacement Term Loans shall not be shorter than the
weighted average life to maturity of such Refinanced Term Loans at the time of
such refinancing and (d) all other terms applicable to such Replacement
Term Loans shall be substantially identical to, or less favorable to the Lenders
providing such Replacement Term Loans than, those applicable to such Refinanced
Term Loans, except to the extent necessary to provide for covenants and other
terms applicable to any period after the latest final maturity of the Term Loans
in effect immediately prior to such refinancing.

     

    
      
        
        

      

      
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    SECTION
9.09 Interest Rate
Limitation.

     

    Notwithstanding
anything herein to the contrary, if at any time the applicable interest rate,
together with all fees and charges that are treated as interest under applicable
law (collectively, the “Charges”), as
provided for herein or in any other document executed in connection herewith, or
otherwise contracted for, charged, received, taken or reserved by any Lender or
any Issuing Bank, shall exceed the maximum lawful rate (the “Maximum Rate”) that
may be contracted for, charged, taken, received or reserved by such Lender in
accordance with applicable law, the rate of interest payable hereunder, together
with all Charges payable to such Lender or such Issuing Bank, shall be limited
to the Maximum Rate; provided that such
excess amount shall be paid to such Lender or such Issuing Bank on subsequent
payment dates to the extent not exceeding the legal limitation.

     

    SECTION
9.10 Entire
Agreement.

     

    This
Agreement, the other Loan Documents and the agreements regarding certain Fees
referred to herein constitute the entire contract between the parties relative
to the subject matter hereof.  Any previous agreement among or
representations from the parties or their Affiliates with respect to the subject
matter hereof is superseded by this Agreement and the other Loan
Documents.  Notwithstanding the foregoing, the Fee Letters shall
survive the execution and delivery of this Agreement and remain in full force
and effect.  Nothing in this Agreement or in the other Loan Documents,
expressed or implied, is intended to confer upon any party other than the
parties hereto and thereto any rights, remedies, obligations or liabilities
under or by reason of this Agreement or the other Loan Documents.

     

    SECTION
9.11 WAIVER OF JURY
TRIAL.

     

    EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS.  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 AND THE OTHER LOAN DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 9.11.

     

    SECTION
9.12 Severability.

     

    In the
event any one or more of the provisions contained in this Agreement or in any
other Loan Document should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby.  The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

     

    
      
        
        

      

      
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    SECTION
9.13 Counterparts.

     

    This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which, when taken together, shall constitute
but one contract, and shall become effective as provided in Section
9.03.  Delivery of an executed counterpart to this Agreement by
facsimile transmission shall be as effective as delivery of a manually signed
original.

     

    SECTION
9.14 Headings.

     

    Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Agreement.

     

    SECTION
9.15 Jurisdiction; Consent to
Service of Process.

     

    (a) Each of
Holdings and each Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or the other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such federal court.  Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.  Nothing in this
Agreement shall affect any right that any Lender or any Issuing Bank may
otherwise have to bring any action or proceeding relating to this Agreement or
the other Loan Documents against Holdings, any Borrower or any Loan Party or
their properties in the courts of any jurisdiction.

     

    (b) Each of
Holdings and each Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the other Loan Documents in any
New York State or federal court.  Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

     

    SECTION
9.16 Confidentiality.

     

    Each of
the Lenders, the Deposit Bank, each Issuing Bank and the Administrative Agent
agrees that it shall maintain in confidence any information relating to
Holdings, the Company and the other Loan Parties furnished to it by or on behalf
of Holdings, the Company or the other Loan Parties (other than information that
(a) has become generally available to the public other than as a result of a
disclosure by such party, (b) has been independently developed by such Lender,
such Issuing Bank, the Deposit Bank or the Administrative Agent without
violating this Section 9.16 or (c) was available to such Lender, such Issuing
Bank, the Deposit Bank or the Administrative Agent from a third party having, to
such Person’s knowledge, no obligations of confidentiality to Holdings, the
Company or any other Loan Party) and shall not reveal the same other than to its
directors, trustees, officers, employees and advisors with a need to know or to
any Person that approves or administers the Loans on behalf of such Lender (so
long as each such Person shall have been instructed to keep the same
confidential in accordance with this Section 9.16), except:  (A) to
the extent necessary to comply with law or any legal process or the requirements
of any Governmental Authority, the National Association of Insurance
Commissioners or of any securities exchange on which securities of the
disclosing party or any Affiliate of the disclosing party are listed or traded,
(B) as part of normal reporting or review procedures to Governmental
Authorities or the National Association of Insurance Commissioners, (C) to
its parent companies, Affiliates or auditors (so long as each such Person shall
have been instructed to keep the same confidential in accordance with this
Section 9.16), (D) in order to enforce its rights under any Loan Document
in a legal proceeding, (E) to any prospective assignee of, or prospective
Participant in, any of its rights under this Agreement (so long as such Person
shall have been instructed to keep the same confidential in accordance with
confidentiality provisions no less restrictive than this Section 9.16) and (F)
to any direct or indirect contractual counterparty in Swap Agreements or such
contractual counterparty’s professional advisor (so long as such contractual
counterparty or professional advisor to such contractual counterparty agrees to
be bound by confidentiality provisions no less restrictive than this Section
9.16).

     

    
      
        
        

      

      
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    SECTION
9.17 Conversion of
Currencies.

     

     

    (a) If, for
the purpose of obtaining judgment in any court, it is necessary to convert a sum
owing hereunder in one currency into another currency, each party hereto
(including any Foreign Subsidiary Borrower) agrees, to the fullest extent that
it may effectively do so, that the rate of exchange used shall be that at which
in accordance with normal banking procedures in the relevant jurisdiction the
first currency could be purchased with such other currency on the Business Day
immediately preceding the day on which final judgment is given.

     

    (b) The
obligations of each Borrower in respect of any sum due to any party hereto or
any holder of the obligations owing hereunder (the “Applicable Creditor”)
shall, notwithstanding any judgment in a currency (the “Judgment Currency”)
other than the currency in which such sum is stated to be due hereunder (the
“Agreement
Currency”), be discharged only to the extent that, on the Business Day
following receipt by the Applicable Creditor of any sum adjudged to be so due in
the Judgment Currency, the Applicable Creditor may in accordance with normal
banking procedures in the relevant jurisdiction purchase the Agreement Currency
with the Judgment Currency; if the amount of the Agreement Currency so purchased
is less than the sum originally due to the Applicable Creditor in the Agreement
Currency, such Borrower agrees, as a separate obligation and notwithstanding any
such judgment, to indemnify the Applicable Creditor against such
loss.  The obligations of the Borrowers contained in this Section 9.17
shall survive the termination of this Agreement and the payment of all other
amounts owing hereunder.

     

    SECTION
9.18 Release of Liens and
Guarantees

     

    In the
event that any Loan Party conveys, sells, leases, assigns, transfers or
otherwise disposes of all or any portion of any of its assets (including the
Equity Interests of any Subsidiary Loan Party (other than a Borrower)) to a
Person that is not (and is not required to become) a Loan Party in a transaction
not prohibited by Section 6.05, the Administrative Agent and the Collateral
Agent shall promptly (and the Lenders hereby authorize the Administrative Agent
and the Collateral Agent to) take such action and execute any such documents as
may be reasonably requested by Holdings or the Company and at the Company’s
expense to release any Liens created by any Loan Document in respect of such
assets or Equity Interests, and, in the case of a disposition of the Equity
Interests of any Subsidiary Loan Party that is not a Borrower in a transaction
permitted by Section 6.05 and as a result of which such Subsidiary Loan Party
would cease to be a Subsidiary, terminate such Subsidiary Loan Party’s
obligations under its Guarantee.  The Administrative Agent and the
Collateral Agent agree to take such actions as are reasonably requested by
Holdings or the Company and at the Company’s expense to terminate the Liens and
security interests created by the Loan Documents when all the Obligations are
paid in full and all Letters of Credit and Commitments are
terminated.  Any representation, warranty or covenant contained in any
Loan Document relating to any such Equity Interests, asset or subsidiary of
Holdings shall no longer be deemed to be made once such Equity Interests or
asset is so conveyed, sold, leased, assigned, transferred or disposed
of.

     

    
      
        
        

      

      
        -149-

        
          

        

      

      
        
        

      

    

    SECTION
9.19 Parallel
Debt.

     

     

    (a) Each of
the parties hereto agrees, and each Foreign Revolving Borrower acknowledges by
way of an abstract acknowledgement of debt, that each and every obligation of
each Foreign Revolving Borrower (and any of its successors pursuant to this
Agreement) under this Agreement and the other Loan Documents shall also be owing
in full to the Collateral Agent (and each of its successors under this
Agreement), and that accordingly the Collateral Agent will have its own
independent right to demand performance by each such Foreign Revolving Borrower
of those obligations.  The Collateral Agent agrees with each Foreign
Revolving Borrower that in case of any discharge of any such obligation owing to
the Collateral Agent or any Lender, it will, to the same extent, not make a
claim against the relevant Foreign Revolving Borrower under the aforesaid
acknowledgement at any time; provided that any
such claims can be made against any such Foreign Revolving Borrower if such
discharge is made by virtue of any set off, counterclaim or similar defense
invoked by any such Foreign Revolving Borrower vis-à-vis the Collateral
Agent.

     

    (b) Without
limiting or affecting the Collateral Agent’s rights against any Foreign
Revolving Borrower (whether under this paragraph or under any other provision of
the Loan Documents), the Collateral Agent agrees with each other Lender that,
except as set out in the next sentence, it will not exercise its rights under
the Acknowledgement except with the consent of the relevant
Lender.  However, for the avoidance of doubt, nothing in the previous
sentence shall in any way limit the Collateral Agent’s right to act in the
protection or preservation of rights under or to enforce any Loan Document as
contemplated by this Agreement and/or the relevant Loan Document (or to do any
act reasonably incidental to the foregoing).

     

     

    ARTICLE
X 

     

    COLLECTION
ALLOCATION MECHANISM

     

    SECTION
10.01 Implementation of
CAM.

     

    
      
        
        

      

      
        -150-

        
          

        

      

      
        
        

      

    

     

    (a) On the
CAM Exchange Date, (i) the Commitments shall automatically and without further
act be terminated as provided in Section 7.01, (ii) each Revolving Facility
Lender shall immediately be deemed to have acquired (and shall promptly make
payment therefor to the Administrative Agent in accordance with Section 2.04(c))
participations in the Swingline Euro Loans (other than any Swingline Euro Loan
in respect of which Revolving Facility Lenders have funded their purchase of
participations pursuant to Section 2.04(c)) in an amount equal to such Lender’s
ratable share (based on the respective Revolving Facility Commitments of the
Revolving Facility Lenders immediately prior to the CAM Exchange Date) of each
Swingline Euro Loan outstanding on such date, (iii) each Revolving Facility
Lender shall immediately be deemed to have acquired (and shall promptly make
payment therefor to the Administrative Agent in accordance with Section 2.04(c))
participations in the Swingline Dollar Loans (other than any Swingline Dollar
Loan in respect of which the Revolving Facility Lenders have funded their
purchase of participations pursuant to Section 2.04(c)) in an amount equal to
such Lender’s Revolving Facility Percentage of each Swingline Dollar Loan
outstanding on such date, (iv) simultaneously with the automatic conversions
pursuant to clause (v) below, the Lenders shall automatically and without
further act (and without regard to the provisions of Section 9.04) be deemed to
have exchanged interests in the Loans (other than the Swingline Loans),
Swingline Loans and undrawn Letters of Credit, such that in lieu of the interest
of each Lender in each Loan and Letter of Credit in which it shall participate
as of such date (including such Lender’s interest in the Obligations of each
Loan Party in respect of each such Loan and undrawn Letter of Credit), such
Lender shall hold an interest in every one of the Loans (other than the
Swingline Loans) and a participation in every one of the Swingline Loans and
undrawn Letters of Credit (including the Obligations of each Loan Party in
respect of each such Loan and each Reserve Account established pursuant to
Section 10.02 below), whether or not such Lender shall previously have
participated therein, equal to such Lender’s CAM Percentage thereof and (v)
simultaneously with the deemed exchange of interests pursuant to clause (iv)
above, the interests in the Loans to be received in such deemed exchange shall,
automatically and with no further action required, be converted into the Dollar
Equivalent, determined using the Exchange Rate calculated as of such date, of
such amount and on and after such date all amounts accruing and owed to the
Lenders in respect of such Obligations shall accrue and be payable in Dollars at
the rate otherwise applicable hereunder.  Each Lender and each Loan
Party hereby consents and agrees to the CAM Exchange, and each Lender agrees
that the CAM Exchange shall be binding upon its successors and assigns and any
Person that acquires a participation in its interests in any
Loan.  Each Loan Party agrees from time to time to execute and deliver
to the Administrative Agent all such promissory notes and other instruments and
documents as the Administrative Agent shall reasonably request to evidence and
confirm the respective interests of the Lenders after giving effect to the CAM
Exchange, and each Lender agrees to surrender any promissory notes originally
received by it in connection with its Loans hereunder to the Administrative
Agent against delivery of any promissory notes evidencing its interests in the
Loans so executed and delivered; provided, however, that the
failure of any Loan Party to execute or deliver or of any Lender to accept any
such promissory note, instrument or document shall not affect the validity or
effectiveness of the CAM Exchange.

     

    (b) As a
result of the CAM Exchange, upon and after the CAM Exchange Date, each payment
received by the Administrative Agent or the Collateral Agent pursuant to any
Loan Document in respect of the Obligations, and each distribution made by the
Collateral Agent pursuant to any Security Document in respect of the
Obligations, shall be distributed to the Lenders pro rata in
accordance with their respective CAM Percentages.  Any direct payment
received by a Lender upon or after the CAM Exchange Date, including by way of
set-off, in respect of an Obligation shall be paid over to the Administrative
Agent for distribution to the Lenders in accordance herewith.

     

    
      
        
        

      

      
        -151-

        
          

        

      

      
        
        

      

    

    SECTION
10.02 Letters of
Credit.

     

     

    (a) In the
event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding
and undrawn in whole or in part, each Revolving Facility Lender shall promptly
pay over to the Administrative Agent, in immediately available funds, an amount
in Dollars equal to such Lender’s Revolving Facility Percentage of such undrawn
face amount, together with interest thereon from the CAM Exchange Date to the
date on which such amount shall be paid to the Administrative Agent at the rate
that would be applicable at the time to an ABR Revolving Loan in a principal
amount equal to such undrawn face amount or unreimbursed drawing, as
applicable.  The Administrative Agent shall establish a separate
account (each, an “RF
Reserve Account”) or accounts for each Lender for the amounts received
with respect to each such RF Letter of Credit pursuant to the preceding
sentence.  On the CAM Exchange Date, the Administrative Agent shall
request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked
Deposit Account (after giving effect to withdrawals therefrom made pursuant to
Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed
L/C Disbursements made in respect of CL Letters of Credit not yet founded by
application of Credit-Linked Deposits as contemplated by Section 2.05(e) and
deposit same in a new separate account maintained with the Administrative Agent
(each a “CL Reserve
Account” and together with the RF Reserve Account, the “Reserve Accounts”) or
accounts for such Lender.  The Administrative Agent shall deposit in
each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such
Lender’s CAM Percentage of the amounts received from the Revolving Facility
Lenders or the Credit-Linked Deposit Account, as the case may be, as provided
above.  The Administrative Agent shall have sole dominion and control
over each Reserve Account, and the amounts deposited in each Reserve Account
shall be held in such Reserve Account until withdrawn as provided in paragraph
(b), (c), (d) or (e) below.  The Administrative Agent shall maintain
records enabling it to determine the amounts paid over to it and deposited in
the Reserve Accounts in respect of each Letter of Credit and the amounts on
deposit in respect of each Letter of Credit attributable to each Lender’s CAM
Percentage.  The amounts held in each Lender’s RF Reserve Account or
CL Reserve Account, as the case may be, shall be held as a reserve against the
Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the
property of such Lender, shall not constitute Loans to or give rise to any claim
of or against any Loan Party and shall not give rise to any obligation on the
part of any Borrower to pay interest to such Lender, it being agreed that the
reimbursement obligations in respect of Letters of Credit shall arise only at
such times as drawings are made thereunder, as provided in Section
2.05.

     

    (b) In the
event that after the CAM Exchange Date any drawing shall be made in respect of a
Letter of Credit, the Administrative Agent shall, at the request of the
applicable Issuing Bank withdraw from the RF Reserve Account or CL Reserve
Account, as applicable, of each Lender any amounts, up to the amount of such
Lender’s CAM Percentage of such drawing or payment, deposited in respect of such
Letter of Credit and remaining on deposit and deliver such amounts, to such
Issuing Bank in satisfaction of the reimbursement obligations of the respective
Lenders under Section 2.05(d) (but not of the Applicant Party under Section
2.05(e)).  In the event that any Revolving Facility Lender shall
default on its obligation to pay over any amount to the Administrative Agent as
provided in this Section 10.02, the applicable Issuing Bank shall have a claim
against such Revolving Facility Lender to the same extent as if such Lender had
defaulted on its obligations under Section 2.05(d), but shall have no claim
against any other Lender in respect of such defaulted amount, notwithstanding
the exchange of interests in the applicable Borrower’s reimbursement obligations
pursuant to Section 10.01.  Each other Lender shall have a claim
against such defaulting Revolving Facility Lender for any damages sustained by
it as a result of such default, including, in the event that such RF Letter of
Credit shall expire undrawn, its CAM Percentage of the defaulted
amount.

     

    
      
        
        

      

      
        -152-

        
          

        

      

      
        
        

      

    

    (c) In the
event that after the CAM Exchange Date any Letter of Credit shall expire
undrawn, the Administrative Agent shall withdraw from the RF Reserve Account or
CL Reserve Account, as applicable, of each Lender the amount remaining on
deposit therein in respect of such Letter of Credit and distribute such amount
to such Lender.

     

    (d) With the
prior written approval of the Administrative Agent and the respective Issuing
Bank (not to be unreasonably withheld), any Lender may withdraw the amount held
in its RF Reserve Account or CL Reserve Account in respect of the undrawn amount
of any Letter of Credit.  Any Lender making such a withdrawal shall be
unconditionally obligated, in the event there shall subsequently be a drawing
under such Letter of Credit to pay over to the Administrative Agent, for the
account of the Issuing Bank on demand, its CAM Percentage of such drawing or
payment.

     

    (e) Pending
the withdrawal by any Lender of any amounts from either of its Reserve Accounts
as contemplated by the above paragraphs, the Administrative Agent will, at the
direction of such Lender and subject to such rules as the Administrative Agent
may prescribe for the avoidance of inconvenience, invest such amounts in
Permitted Investments.  Each Lender that has not withdrawn all of the
amounts in its Reserve Accounts as provided in paragraph (d) above shall have
the right, at intervals reasonably specified by the Administrative Agent, to
withdraw the earnings on investments so made by the Administrative Agent with
amounts remaining in its Reserve Accounts and to retain such earnings for its
own account.

     

    SECTION
10.03 USA PATRIOT
Act.

     

            Each Lender hereby notifies
Company that pursuant to the requirements of the USA PATRIOT Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)), it is required to obtain,
verify and record information that identifies Loan Parties, which information
includes the name and address of each Loan Party and other information that will
allow such Lender to identify such Loan Party in accordance with the
Act.

     


    
      
         


      

      
        -153-

        
          

        

      

      
         


      

    


    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.

     

    CELANESE
HOLDINGS LLC

     

    By:         /s/
James E. Shields

     

    Name:  James E.
Shields

     

    Title:  Vice President and
Treasurer

     

    CELANESE
US HOLDINGS LLC

     

    By:         /s/
James E. Shields

     

    Name:  James E.
Shields

     

        Title: 
Vice President and Treasurer

    


    


    CELANESE
AMERICAS CORPORATION

     

    By:         /s/ 
James E. Shields

     

    Name:  James E.
Shields

     

    Title:  Vice President and
Treasurer

    



    
      
        
          


           

           

        

         


      

      
        S-1 


        
          

        

      

      
         


      

    


    DEUTSCHE
BANK AG, NEW YORK BRANCH, as Administrative Agent, Issuing Bank and
Lender

     

    By:         /s/
Evelyn Thierry

     

    Name:  Evelyn
Thierry

     

    Title:  Vice
President

     

    By:         /s/
Omayra Laucella

     

    Name:  Omayra
Laucella

     

    Title:  Vice
President

     

    DEUTSCHE
BANK AG, CAYMAN ISLANDS BRANCH, as Deposit Bank

     

    
      By:         /s/
Evelyn Thierry

       

      Name:  Evelyn
Thierry

       

      Title:  Vice
President

       

      By:         /s/
Omayra Laucella

       

      Name:  Omayra
Laucella

       

      Title:  Vice
President

    

     

     

    MERRILL
LYNCH CAPITAL CORPORATION, as Syndication Agent and Lender

     

    By:         /s/
Don Burkitt

     

    Name:  Don Burkitt

     

    Title:  Vice
President

    



    
      
        
          


           

           

        

         


      

      
        S-2 


        
          

        

      

      
         


      

    


    


     

    SCHEDULE
1.01(a)

     

    COLLATERAL AND GUARANTEE
REQUIREMENTS

     

    U.S.
Collateral Agreement

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE 1.01(b)

     

    Designated Asset
Sales

     

    Sales in
one or more transactions of:

     

    
      	
              ·  

            	
              All
      of the assets related to the businesses of, or the ownership interests of,
      AT Plastics Inc. and any of its
subsidiaries.

            


    

    
      	
              ·  

            	
              All
      of the assets related to the films/PVOH activities of Celanese Acetate
      LLC.

            


    

    
      	
              ·  

            	
              All
      of the Company’s ownership interests in Fortron Industries
      LLC.

            


    

    
      	
              ·  

            	
              All
      of the Company’s ownership interests in National Methanol Company (Ibn
      Sina).

            


    

    
      	
              ·  

            	
              All
      of the assets related to the business of, or the ownership interests of,
      Infraserv GmbH & Co. Hoechst
KG.

            


    

    
      	
              ·  

            	
              All
      of the assets related to the business of, or the ownership interests of,
      Infraserv GmbH & Co. Gendorf
KG.

            


    

    
      	
              ·  

            	
              All
      of the assets related to the business of, or the ownership interests of,
      Infraserv GmbH & Co. Knapsack
KG.

            


    

    
      	
              ·  

            	
              All
      of the assets related to the Company’s Pampa, Texas
  site.

            


    

    
      	
              ·  

            	
              All
      of the assets related to the Company’s Edmonton, Canada
    site.

            


    

    
      	
              ·  

            	
              All
      of the assets related to the Company’s Guardo, Spain
  site.

            


    

    
      	
              ·  

            	
              All
      of the assets related to the Company’s Warrington, UK
  site.

            


    

    
      	
              ·  

            	
              All
      of the assets related to the Company’s Mexico City, Mexico
      site.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE 1.01(c)

     

    Existing Excluded
Subsidiaries

     

    


    
      	
              Subsidiary

            	
              Jurisdiction of
  Organization

            
	
              Amcel
      International Co, Inc.

              Celanese
      Advanced Materials, Inc.

              Ticona
      Services, Inc.

              US
      PET Film, Inc.

            	
              Delaware

              Delaware

              Delaware

              Delaware

            


    

     

    


     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE
2.01

     

    COMMITMENTS

     

    


    
      	 
      	
              New
      B Term Loans

            	 
      	 
      
	
               

               

              Lender

            	
              Euro
      Term

              Loan

              Commitment

            	
              Dollar
      Term

              Loan

              Commitment

            	
              Revolving

              Facility

              Commitment

            	
              Credit
      Linked

              Revolving

              Commitment

            
	
              Merrill
      Lynch Capital Corporation

            	
              €240,000,000

            	
              $1,368,000,000

            	
              $50,000,000

            	
              $136,800,000

            
	
              Deutsche
      Bank AG New York Branch

            	
              €160,000,000

            	
              $912,000,000

            	
              $50,000,000

            	
              $91,200,000

            
	
              ABN
      AMRO Bank N.V.

            	
              €0

            	
              $0

            	
              $35,000,000

            	
              $0

            
	
              Bank
      of America NA

            	
              €0

            	
              $0

            	
              $35,000,000

            	
              $0

            
	
              Citibank
      NA

            	
              €0

            	
              $0

            	
              $35,000,000

            	
              $0

            
	
              JP
      Morgan Chase Bank NA

            	
              €0

            	
              $0

            	
              $35,000,000

            	
              $0

            
	
              The
      Bank of Nova Scotia

            	
              €0

            	
              $0

            	
              $25,500,000

            	
              $0

            
	
              Barclays
      Bank PLC

            	
              €0

            	
              $0

            	
              $25,500,000

            	
              $0

            
	
              Credit
      Suisse

            	
              €0

            	
              $0

            	
              $25,500,000

            	
              $0

            
	
              GOLDMAN
      SACHS CREDIT PARTNERS L.P.

            	
              €0

            	
              $0

            	
              $25,500,000

            	
              $0

            
	
              HSBC
      BANK USA, NATIONAL ASSOCIATION

            	
              €0

            	
              $0

            	
              $25,500,000

            	
              $0

            
	
              Mizuho
      Corporate Bank, Ltd.

            	
              €0

            	
              $0

            	
              $25,500,000

            	
              $0

            
	
              The
      Royal Bank of Scotland plc

            	
              €0

            	
              $0

            	
              $25,500,000

            	
              $0

            
	
              US
      Bank National Association

            	
              €0

            	
              $0

            	
              $25,500,000

            	
              $0

            
	
              United
      Overseas Bank Limited, New York Agency

            	
              €0

            	
              $0

            	
              $25,500,000

            	
              $0

            
	
              Caisse
      de dépôt et placement du Québec

            	
              €0

            	
              $0

            	
              $25,500,000

            	
              $0

            
	
              Bayerische
      Hypo- und Vereinsbank AG, New York Branch

            	
              €0

            	
              $0

            	
              $20,000,000

            	
              $0

            
	
              Bank
      of Tokyo-Mitsubishi UFJ Trust Company

            	
              €0

            	
              $0

            	
              $20,000,000

            	
              $0

            
	
              Landesbank
      Baden-Wuerttemberg

            	
              €0

            	
              $0

            	
              $20,000,000

            	
              $0

            
	
              Sumitomo
      Mitsui Banking Corporation

            	
              €0

            	
              $0

            	
              $20,000,000

            	
              $0

            
	
              The
      Northern Trust Company

            	
              €0

            	
              $0

            	
              $20,000,000

            	
              $0

            
	
              Commerzbank
      AG, New York and Grand Cayman Branches

            	
              €0

            	
              $0

            	
              $15,000,000

            	
              $0

            
	
              National
      City Bank

            	
              €0

            	
              $0

            	
              $15,000,000

            	
              $0

            
	
              Bayerische
      Landesbank, Cayman Islands Branch

            	
              €0

            	
              $0

            	
              $10,000,000

            	
              $0

            
	
              DBS
      Bank Ltd.

            	
              €0

            	
              $0

            	
              $10,000,000

            	
              $0

            
	
              First
      Indiana Bank

            	
              €0

            	
              $0

            	
              $  5,000,000

            	
              $0

            
	
              Total

            	
              €400,000,000.00

            	
              $2,280,000,00.00

            	
              $650,000,000.00

            	
              $228,000,000.00

            


    

    


     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE
2.04

     

    SWINGLINE
COMMITMENTS

     

    


    
      	
              Lender

            	
              Swingline
      Euro Commitment

            	
              Swingline
      Dollar Commitment

            
	
              Deutsche
      Bank AG, New York Branch

            	
              €75,000,000

            	
              $200,000,000

            


    

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    
       

      
        	
                Schedule 2.05(a) & Section
    6.01(b)

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                Letters
      of Credit (in USD)

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Exchange
      Rates:

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                USD/EUR

              	
                1.3317

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                CAD/USD

              	
                1.1753

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Bank

              	
                L/C
      No.

              	
                Amount

              	
                Termination

                Date

              	
                Beneficiary

              	
                Issuer

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                **
      Confidential Treatment Requested**

              	
                **
      

                Confidential
      Treatment Requested**

              	
                06/17/07

              	
                **
      Confidential Treatment Requested**

              	
                Elwood

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                06/30/07

              	
                CAC
      on behalf of Celanese Chemicals Europe

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                03/31/07

              	
                CNA

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                06/30/07

              	
                CAC

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                06/17/07

              	
                CAC
      on behalf of Celwood

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                06/17/07

              	
                CAC
      on behalf of Celwood

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                06/17/07

              	
                CAC
      on behalf of Elwood

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                06/17/07

              	
                CAC
      on behalf of Elwood

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                06/17/07

              	
                CAC

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                01/03/08

              	
                CAC

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                08/01/07

              	
                CAC
      on behalf of Celanse Ltd.

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                01/22/08

              	
                CNA
      on behalf of Celanse Ltd. for Pasadena Plant

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                01/22/08

              	
                CNA
      on behalf of Ticona Polymers Inc. for Bishop Plant

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                01/22/08

              	
                CNA
      on behalf of Celanse Ltd. for Bay City Plant

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                06/17/07

              	
                CAC
      on behalf of Celanese Canada Inc.

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                07/14/07

              	
                CAC
      on behalf of Celanese Acetate LLC

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                07/27/07

              	
                CNA

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                03/21/07

              	
                CNA

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                04/27/07

              	
                CNA
      on behalf of Celanese Acetate LLC

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                04/27/07

              	
                CNA
      on behalf of Celanese Ltd

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                04/27/07

              	
                CNA
      on behalf of Celanese Acetate LLC

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                04/27/07

              	
                CNA
      on behalf of Ticona Polymers, Inc.

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                03/31/07

              	
                CAC
      on behalf of Celanese Ltd.

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                10/01/07

              	
                CAC
      on behalf of Celanese Canada Inc.

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                06/30/07

              	
                Celanese
      Holdings LLC on behalf of Celanese Canada, Inc.

              	 
      	 
      	 
      
	
                Deutsche
      Bank

              	
                07/21/07

              	
                CNA

              	 
      	 
      	 
      
	
                   Total
      Deutsche Bank

              	
                **
      Confidential Treatment Requested**

              	
                **
      Confidential Treatment Requested**

              	 
      	
                **
      Confidential Treatment Requested**

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                HypoVereinsbank

              	
                10/28/07

              	
                Celwood

              	 
      	 
      	 
      
	
                HypoVereinsbank

              	
                12/31/07

              	
                CAC
      on behalf of Elwood

              	 
      	 
      	 
      
	
                HypoVereinsbank

              	
                11/16/07

              	
                CAC
      on behalf of Elwood

              	 
      	 
      	 
      
	
                HypoVereinsbank

              	
                05/24/07

              	
                CAC
      on behalf of Elwood

              	 
      	 
      	 
      
	
                HypoVereinsbank

              	
                02/07/08

              	
                CAC
      on behalf of Elwood

              	 
      	 
      	 
      
	
                HypoVereinsbank

              	
                12/31/07

              	
                CAC
      on behalf of Elwood

              	 
      	 
      	 
      
	
                HypoVereinsbank

              	
                10/28/07

              	
                Elwood

              	 
      	 
      	 
      
	
                HypoVereinsbank

              	
                02/23/08

              	
                CAC

              	 
      	 
      	 
      
	
                HypoVereinsbank

              	
                06/30/08

              	
                CNA
      on behalf of Nutrinova Nutrition Specialities & Food
      Ingriedients

              	 
      	 
      	 
      
	
                HypoVereinsbank

              	
                01/02/08

              	
                CNA

              	 
      	 
      	 
      
	
                HypoVereinsbank

              	
                01/07/08

              	
                CAG
      on behalf of Hoechst/CAG indemnification of Hoechst suit

              	 
      	 
      	 
      
	
                HypoVereinsbank

              	 
      	
                CAG

              	 
      	 
      	 
      
	
                HypoVereinsbank

              	
                04/05/08

              	
                CAC
      on behalf of CNA Holdings

              	 
      	 
      	 
      
	
                   Total
      HypoVereinsbank

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Bank
      of Nova Scotia

              	
                10/31/08

              	
                Celanese
      Holdings LLC on behalf of Celanese Canada Inc.

              	 
      	 
      	 
      
	
                Bank
      of Nova Scotia

              	
                08/30/07

              	
                CAC
      on behalf of Celanese Canada Inc.

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Total
      LOCs Under Credit Linked Facility: **
      Confidential Treatment Requested**

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Total
      LOCs Under Revolver Facility Facility: **
      Confidential Treatment Requested**

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                *
      indicates the LCs are currently being amended.

              	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

      


       

    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    
       

      SCHEDULE 3.01

       

      Organization

       

      None.

       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
 

    


     

    SCHEDULE 3.04

     

    Governmental
Approvals

     

    None.

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE 3.08(a)

     

    Subsidiaries

     

    


    
      	
               

              Name

            	
              Place
      of Incorporation/ Formation

            	
               

              Type
      of Shares

            	
               

              Ownership

            
	
              Acetex
      Chimie S.A.

            	
              Puteaux,
      France

            	
              Shareholder
      interest

            	
              99%
      ownership held by Acetex Derivatives, SAS

              1%
      owned by employees of Acetex Chimie SA

            
	
              AT
      Plastics

              Manufacturing

              Partnership

            	
              Alberta,
      Canada

            	
              Partnership
      interest

            	
              AT
      Plastics, Inc.

            
	
              BCP
      Acquisition GmbH & Co. KG

            	
              Germany

            	
              Ownership
      interest

            	
              100%
      owned by BCP Holdings GmbH

            
	
              BCP
      Caylux Holdings Ltd. 1

            	
              Cayman
      Islands

            	
              Ordinary
      shares

            	
              100%
      owned by Celanese US Holdings LLC

            
	
              BCP
      Crystal (Cayman) Ltd. 1

            	
              Cayman
      Islands

            	
              Ordinary
      shares

            	
              100%
      owned by Celanese US Holdings LLC

            
	
              BCP
      Crystal US 2 LLC

            	
              Delaware

            	
              Membership
      interest

            	
              100%
      owned by Celanese US Holdings LLC

            
	
              BCP
      Holdings GmbH

            	
              Germany

            	
              Ownership
      interest

            	
              100%
      owned by Celanese Caylux Holdings Luxembourg S.C.A

            
	
              Celanese
      Acetate LLC

            	
              Delaware

            	
              Membership
      interest

            	
              100%
      ownership held by CNA Holdings, Inc.

            
	
              Celanese
      AG

            	
              Germany-Handelsregister
      Koenigstein

            	
              Ordinary
      registered shares

            	
              Apprx
      100% owned by Celanese Europe Holding GmbH & Co. KG

            
	
              Celanese
      Americas Corporation

            	
              Delaware

            	
              Common
      shares

            	
              100%
      ownership held by Celanese US Holdings LLC (fka BCP Crystal US Holdings
      Corp.)

            
	
              Celanese
      Canada, Inc.

            	
              Alberta
      Canada

            	
              Common
      shares

            	
              100%
      of shares held by HNA Acquisition Inc.

            
	
              Celanese
      Caylux

              Holdings
      Luxembourg

              S.C.A.

            	
              Luxembourg

            	
              Capital
      shares

            	
              99.85%
      owned by Celanese US Holdings LLC

              .075%
      owned by BCP Crystal (Cayman) Ltd. 1

              .075%
      owned by BCP Caylux Holdings Ltd. 1

            
	
              Celanese
      Chemicals Europe GmbH

            	
              Germany-Handelsregister
      Koenigstein

            	
              Ownership
      interest

            	
              100%
      ownership held by Celanese AG

            
	
              Celanese
      Emulsions GmbH

            	
              Germany-Handelregister
      Frankfurt (Main)

            	
              Ownership
      interest

            	
              100%
      ownership interest held by Celanese Holdings GmbH

            
	
              Celanese
      Europe

              Holdings
      GmbH & Co. KG

            	
              Germany

            	
              Ownership
      interest

            	
              100%
      owned by BCP Acquisition GmbH & Co. KG.

            
	
              Celanese
      Europe

              Holdings
      GmbH & Co. KG

            	
              Germany

            	
              Ownership
      interest

            	
              100%
      ownership held by BCP Acquisition GmbH

              &
      Co. KG

            
	
              Celanese
      Holdings GmbH

            	
              Germany-Handelsregister
      Frankfurt (Main)

            	
              Ownership
      interest

            	
              100%
      ownership held by Celanese AG.

            
	
              Celanese
      International Corporation

            	
              Delaware

            	
              Common
      shares

            	
              100%
      common shares owned by Celanese

              Holdings,
      Inc.

            
	
              Celanese
      Ltd.

            	
              Texas

            	
              No
      capital shares ownership --- partnership interest.  See
      “Ownership” for breakdown.

            	
              99%
      limited partnership interest held by Celanese Chemicals, Inc., 1% general
      partnership interest held by Celanese International
      Corporation

            
	
              Celanese
      Pte Ltd.

            	
              Singapore

            	
              Ordinary
      shares

            	
              100%
      owned by Celanese Holding GmbH

            
	
              Celanese
      SA

            	
              Belgium

            	
              Common
      ownership interest

            	
              100%
      owned by Celanese Acetate LLC

            
	
              Celanese
      Singapore Pte. Ltd.

            	
              Singapore

            	
              Ordinary
      shares; restricted ordinary shares

            	
              30%
      - restricted ordinary shares owned by Elwood Ltd.; 70% - ordinary shares –
      owned by Celanese Holding GmbH (Elwood owns all the restricted ordinary
      shares)

            
	
              Celanese
      US Holdings Company LLC (fka BCP Crystal US Holdings Corp)

            	
              Delaware

            	
              Membership
      interest

            	
              100%
      owned by Celanese Holdings LLC

            
	
              Celanese
      US Holdings LLC

            	
              Delaware

            	
              Membership
      interest

            	
              100%
      membership interest held by Celanese Holdings LLC

            
	
              Celwood
      Insurance Company

            	
              Vermont

            	
              Common
      shares

            	
              100%
      owned by CNA Holdings, Inc.

            
	
              CNA
      Holdings, Inc.

            	
              Delaware

            	
              Common
      shares

            	
              100%
      ownership held by Celanese Americas Corporation

            
	
              Edmonton
      Methanol Company

            	
              Alberta,
      Canada

            	
              Partnership
      interest

            	
              80.60%
      owned by Celanese Canada, Inc.

              19.40%
      owned by 177461 Canada, Inc.

            
	
              Elwood
      Insurance Company Ltd.

            	
              Bermuda

            	
              Common
      shares

            	
              100%
      ownership held by CNA Holdings, Inc.

            
	
              Grupo
      Celanese SA

            	
              Mexico

            	
              B-2
      shares

            	
              68%
      ownership held by CNA Holdings, Inc.;

              11.61%
      ownership held by Celanese Americas Corporation

              19.65%
      ownership held by Tenedora Tercera de Toluca S de RI de CV

              .10%
      held by third parties

            
	
              HNA
      Acquisition Inc.

            	
              Canada
      (Federal)

            	
              Class
      A share; Class B shares

            	
              3.65%
      owned by Celanese Overseas Corp;

              .73%
      owned by Celanese Holding GmbH;

              .06%
      owned by CNA Holdings, Inc.

              95.56%
      owned by Celanese Europe Holdings GmbH Co. & KG

            
	
              KEP
      Americas

              Engineering
      Plastics LLC

            	
              Delaware

            	
              Membership
      interest

            	
              100%
      owned by CNA Holdings, Inc.

            
	
              Nutrinova
      Nutrition Specialties & Food Ingredients GmbH

            	
              Germany
      – Handelsregister Frankfurt (Main)

            	
              Ownership
      interest

            	
              100%
      owned by of Celanese Holding GmbH

            
	
              Ticona
      GmbH

            	
              Germany-Handelsregister
      Frankfurt (Main)

            	
              Ownership
      interest

            	
              100%
      ownership held by Celanese AG

            
	
              Ticona
      LLC

            	
              Delaware

            	
              Membership
      interest

            	
              100%
      owned by CNA Holdings, Inc.

            
	
              Ticona
      GUR Services, Inc.

            	
              Delaware

            	
              Membership
      interest

            	
              100%
      owned by Celanese Holdings, Inc.

            
	
              Ticona
      Polymers, Inc.

            	
              Delaware

            	
              Common
      shares

            	
              100%
      ownership held by Celanese Chemicals,
Inc

            


    

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE 3.08(b)

     

    Subscriptions, Options,
Warrants, Calls, Rights or Other Similar Agreements

     

    None.

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE 3.09

    Litigation

    


    
      	
              Material
      Litigation, Governmental Proceedings or Other Investigations in process,
      pending or threatened in writing against any subsidiary or affecting the
      property or business of any subsidiary

            
	
              Celanese
      Party(ies)

            	
              Other
      Party(ies)

            	
              Amount
      of Claim

            	
              Timeframe

            	
              Description

            
	
              CNA
      Holdings, Inc. and Ticona (defendants)

            	
              Shell
      Oil Company and E.I. DuPont de Nemours and Company (as
      defendants)

              plaintiffs
      in 10 class action and 10 non-class-action suits

            	 
      	 
      	
              Plumbing
      Actions

              CNA
      Holdings, Inc. (“CNA Holdings”), a U.S. subsidiary of the Company, which
      included the U.S. business now conducted by the Ticona segment, along with
      Shell Oil Company (“Shell”), E.I. DuPont de Nemours and Company (“DuPont”)
      and others, has been a defendant in a series of lawsuits, including a
      number of class actions, alleging that plastics manufactured by these
      companies that were utilized in the production of plumbing systems for
      residential property were defective or caused such plumbing systems to
      fail.  Based on, among other things, the findings of outside
      experts and the successful use of Ticona’s acetal copolymer in similar
      applications, CNA Holdings does not believe Ticona’s acetal copolymer was
      defective or caused the plumbing systems to fail.  In many cases
      CNA Holdings’ exposure may be limited by invocation of the statute of
      limitations since CNA Holdings ceased selling the resin for use in the
      plumbing systems in site-built homes during 1986 and in manufactured homes
      during 1990.

              CNA
      Holdings has been named a defendant in ten putative class actions, as well
      as a defendant in other non-class actions filed in ten states, the U.S.
      Virgin Islands and Canada.  In these actions, the plaintiffs
      typically have sought recovery for alleged property damages and, in some
      cases, additional damages under the Texas Deceptive Trade Practices Act or
      similar type statutes.  Damage amounts have not been
      specified.

              In
      November 1995, CNA Holdings, DuPont and Shell entered into national class
      action settlements, which have been approved by the courts.  The
      settlements call for the replacement of plumbing systems of claimants who
      have had qualifying leaks, as well as reimbursements for certain leak
      damage.  Furthermore, the three companies had agreed to fund
      these replacements and reimbursements up to $950 million.  As of
      December 31, 2006, the aggregate funding is $1,093 million due to
      additional contributions and funding commitments made primarily by other
      parties.  There are additional pending lawsuits in approximately
      ten jurisdictions, not covered by this settlement; however, these cases do
      not involve (either individually or in the aggregate) a large number of
      homes.  In addition, a lawsuit filed in November 1989 in
      Delaware Chancery Court, between CNA Holdings and various of its insurance
      companies relating to all claims incurred and to be incurred for the
      product liability exposure led to a partial declaratory judgment in CNA
      Holdings’ favor.  CNA Holdings has accrued its best estimate of
      its share of the plumbing actions.  At December 31, 2006 and
      2005, the Company had remaining accruals of $66 million and $68 million,
      respectively, for this matter, of which $4 million and $6 million,
      respectively, is included in current liabilities.  The Company
      has reached settlements with CNA Holdings’ insurers specifying their
      responsibility for these claims; as a result, the Company has recorded
      receivables relating to the anticipated recoveries from certain third
      party insurance carriers.  These receivables are based on the
      probability of collection, an opinion of external counsel, the settlement
      agreements with the Company’s insurance carriers whose coverage level
      exceeds the receivables and the status of current discussions with other
      insurance carriers.  As of December 31, 2006 and 2005, the
      Company has $23 million and $37 million, respectively, of receivables
      related to a settlement with an insurance carrier.  This
      receivable is recorded within other assets.

            
	
              Hoechst,

              Nutrinova,
      Inc. (defendants)

            	
              A
      number of competitors (as defendants)

              European
      Commission Investigators

              Customers
      filings suit in antitrust actions in the U.S.

            	 
      	 
      	
              Sorbates
      Antitrust Actions

              In
      May 2002, the European Commission informed Hoechst of its intent to
      investigate officially the sorbates industry.  In early January
      2003, the European Commission served Hoechst, Nutrinova, Inc., a U.S.
      subsidiary of Nutrinova Nutrition Specialties & Food Ingredients GmbH,
      previously a wholly owned subsidiary of Hoechst, and a number of
      competitors with a statement of objections alleging unlawful,
      anticompetitive behavior affecting the European sorbates
      market.  In October 2003, the European Commission ruled that
      Hoechst, Chisso Corporation, Daicel Chemical Industries Ltd., The Nippon
      Synthetic Chemical Industry Co. Ltd. and Ueno Fine Chemicals Industry Ltd.
      operated a cartel in the European sorbates market between 1979 and
      1996.  The European Commission imposed a total fine of €138
      million, of which €99 million was assessed against Hoechst.  The
      case against Nutrinova was closed.  The fine against Hoechst is
      based on the European Commission’s finding that Hoechst does not qualify
      under the leniency policy, is a repeat violator and, together with Daicel,
      was a co-conspirator.  In Hoechst’s favor, the European
      Commission gave a discount for cooperating in the
      investigation.  Hoechst appealed the European Commission’s
      decision in December 2003, and that appeal is still pending.  In
      addition, several civil antitrust actions by sorbates customers, seeking
      monetary damages and other relief for alleged conduct involving the
      sorbates industry, have been filed in U.S. state and federal courts naming
      Hoechst, Nutrinova, and our other subsidiaries, as well as other sorbates
      manufacturers, as defendants.  These actions have all been
      either settled or dismissed.  The only other private action
      previously pending, Freeman v. Daicel et
      al., had been dismissed.  The plaintiffs lost their
      appeal to the Supreme Court of Tennessee in August 2005 and have since
      filed a motion for leave.

              In
      July 2001, Hoechst and Nutrinova entered into an agreement with the
      Attorneys General of 33 states, pursuant to which the statutes of
      limitations were tolled pending the states’
      investigations.  This agreement expired in July
      2003.  Since October 2002, the Attorneys General for New York,
      Illinois, Ohio, Nevada, Utah and Idaho filed suit on behalf of indirect
      purchasers in their respective states.  The Utah, Nevada and
      Idaho actions have been dismissed as to Hoechst, Nutrinova and the
      Company.  A motion for reconsideration is pending in
      Nevada.  The Ohio and Illinois actions have been settled and the
      Idaho action was dismissed in February 2005.  The New York
      action, New York v.
      Daicel Chemical Industries Ltd., et al. which was pending in the
      New York State Supreme Court, New York County was dismissed in August
      2005.  The New York Attorney General appealed the decision to
      dismiss the case, which is currently pending.

              Based
      on the advice of external counsel and a review of the existing facts and
      circumstances relating to the sorbates antitrust matters, including the
      status of government investigations, as well as civil claims filed and
      settled, the Company has remaining accruals at December 31, 2006 of $148
      million.  This amount is  included in current
      liabilities for the estimated loss relative to this matter.  At
      December 31, 2005, the accrual was $129 million.  The change in
      the accrual amounts is primarily due to fluctuations in the currency
      exchange rate between the U.S. dollar and the Euro.  Although
      the outcome of this matter cannot be predicted with certainty, the
      Company’s best estimate of the range of possible additional future losses
      and fines (in excess of amounts already accrued), including any that may
      result from the above noted governmental proceedings, as of December 31,
      2006 is between $0 million and $9 million.  The estimated range
      of such possible future losses is the Company’s best estimate based on the
      advice of external counsel taking into consideration potential fines and
      claims, both civil and criminal that may be imposed or made in other
      jurisdictions.  Pursuant to the Demerger Agreement with Hoechst,
      Celanese AG was assigned the obligation related to the sorbates antitrust
      matter.  However, Hoechst agreed to indemnify Celanese AG for
      80% of any costs Celanese may incur relative to this
      matter.  Accordingly, Celanese AG has recognized a receivable
      from Hoechst and a corresponding contribution of capital, net of tax, from
      this indemnification.  As of December 31, 2006 and 2005, the
      Company has receivables, recorded within current assets, relating to the
      sorbates indemnification from Hoechst totaling $118 million and $103
      million, respectively.

            
	
              Celanese
      International Corporation (plaintiff)

            	
              China
      Petrochemical Development Corporation (defendant)

            	 
      	 
      	
              Acetic
      Acid Patent Infringement Matters

              Celanese International
      Corporation v. China Petrochemical Development Corporation — Taiwan
      Kaohsiung District Court.  On May 9, 1999, Celanese
      International Corporation filed a private criminal action for patent
      infringement against China Petrochemical Development Corporation, or CPDC,
      alleging that CPDC infringed Celanese International Corporation’s patent
      covering the manufacture of acetic acid.  Celanese International
      Corporation also filed a supplementary civil brief which, in view of
      changes in Taiwanese patent laws, was subsequently converted to a civil
      action alleging damages against CPDC based on a period of infringement of
      ten years, 1991-2000, and based on CPDC’s own data and as reported to the
      Taiwanese securities and exchange commission.  Celanese
      International Corporation’s patent was held valid by the Taiwanese patent
      office.  On August 31, 2005 a Taiwanese court held that CPDC
      infringed Celanese International Corporation’s acetic acid patent and
      awarded Celanese International Corporation approximately $28 million (plus
      interest of $10 million) for the period of 1995 through
      1999.  The judgment has been appealed.  The Company
      will not record income associated with this favorable judgment until cash
      is received.  CPDC has recently filed three patent cancellation
      actions seeking decisions to revoke the patents that are at issue in the
      litigation

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              CAG

            	
              CAG
      Shareholders

            	 
      	 
      	
              Shareholder
      Litigation

              A
      number of minority shareholders of CAG have filed lawsuits in the
      Frankfurt District Court that, among other things, request the court to
      set aside shareholder resolutions passed at the extraordinary general
      meeting held on July 30 and 31, 2004, as well as the confirmatory
      resolutions passed at the annual general meeting held on May 19 and 20,
      2005.  On March 6, 2006, the Purchaser and CAG signed a
      settlement agreement with eleven minority shareholders who had filed such
      lawsuits (the “Settlement Agreement I”).  Pursuant to the
      Settlement Agreement, the plaintiffs agreed to withdraw the actions to
      which they were a party and to recognize the validity of the Domination
      Agreement in exchange for the Purchaser to offer at least €51.00 per share
      as cash consideration to each shareholder who would cease to be a
      shareholder in the context of the Squeeze-Out.  The Purchaser
      further agreed to make early payment of the guaranteed annual payment
      pursuant to the Domination Agreement for the financial year 2005/2006,
      ending on September 30, 2006.  Such guaranteed annual payment
      normally would have come due following the annual general meeting in 2007;
      however, pursuant to Settlement Agreement I, it was made on the first
      banking day following CAG’s annual general meeting that commenced on May
      30, 2006 (See Note 2).  In exchange for the early compensation
      payment, the respective minority shareholder had to declare that (i) their
      claim for payment of compensation for the financial year 2005/2006
      pursuant to the Domination Agreement is settled by such early payment and
      that (ii) in this respect, they indemnify the Purchaser against
      compensation claims by any legal successors to their shares.

               

              Of
      the twenty-seven lawsuits contesting the shareholder resolutions passed at
      the annual general meeting held May 19-20, 2005, two were withdrawn in
      conjunction with the Purchaser’s acquisition of 5.9 million CAG shares
      from two shareholders in August 2005 and another ten have been withdrawn
      pursuant to Settlement Agreement I (See Note 2).  In February
      2006, the Frankfurt District Court ruled to dismiss all challenges
      contesting the confirmatory resolutions and upheld only the challenge
      regarding the ratification of the acts of the members of the board of
      management and the supervisory board.  CAG appealed the decision
      with respect to the ratification.  Three plaintiff shareholders
      appealed the decision on the confirmatory resolutions, however, two
      plaintiff shareholders agreed in Settlement Agreement II (see below) to
      withdraw their actions.

              CAG
      is also a defendant in four actions filed in the Frankfurt District Court
      requesting that the court declare some or all of the shareholder
      resolutions passed at the extraordinary general meeting on July 30 and 31,
      2004 null and void, based on allegations that certain formal requirements
      necessary in connection with the invitation to the extraordinary general
      meeting had been violated.  The Frankfurt District Court has
      suspended the proceedings regarding the resolutions passed at the July
      30-31, 2004 extraordinary general meeting described above as long as the
      lawsuits contesting the confirmatory resolutions are pending.

              Based
      upon the information available as of February 20, 2007, the outcome
      of the foregoing proceedings cannot be predicted with
      certainty.

              The
      amounts of the fair cash compensation and of the guaranteed annual payment
      offered under the Domination Agreement may be increased in special award
      proceedings initiated by minority shareholders, which may further reduce
      the funds the Purchaser can otherwise make available to the
      Company.  As of March 30, 2005, several minority shareholders of
      CAG had initiated special award proceedings seeking the court’s review of
      the amounts of the fair cash compensation and of the guaranteed annual
      payment offered under the Domination Agreement.  As a result of
      these proceedings, the amount of the fair cash consideration and the
      guaranteed annual payment offered under the Domination Agreement could be
      increased by the court so that all minority shareholders, including those
      who have already tendered their shares into the mandatory offer and have
      received the fair cash compensation could claim the respective higher
      amounts.  The court dismissed all of these proceedings in March
      2005 on the grounds of inadmissibility.  Thirty-three plaintiffs
      appealed the dismissal, and in January 2006, twenty-three of these appeals
      were granted by the court.  They were remanded back to the court
      of first instance, where the valuation will be further
      reviewed.  On December 12, 2006, the court of first instance
      appointed an expert to help determine the value of CAG.

              The
      shareholders’ resolution approving the Squeeze-Out passed at the
      shareholders’ meeting on May 30, 2006 was challenged in June 2006 by
      seventeen actions to set aside such resolution.  In addition, a
      null and void action was served upon CAG in November 2006.  The
      Squeeze-Out, required registration in the commercial register and such
      registration was not possible while the lawsuits were
      pending.  Therefore, CAG initiated fast track release
      proceedings asking the court to find that the lawsuits did not prevent
      registration of the Squeeze-Out.  The court of first instance
      granted the motion regarding the actions to set aside the shareholders’
      resolution in a ruling dated October 10, 2006 that was appealed by
      plaintiff shareholders.  In a ruling dated November 30, 2006,
      the court of first instance also granted the motion with respect to the
      null and void action.

              On
      December 22, 2006, the Purchaser and CAG signed a settlement agreement
      with the plaintiff shareholders challenging the shareholders’ resolution
      approving the Squeeze-Out (“Settlement Agreement II”).  Pursuant
      to Settlement Agreement II, the plaintiffs agreed to withdraw their
      actions and to drop their complaints in exchange for the Purchaser
      agreeing to pay the guaranteed dividend for the fiscal year ended on
      September 30, 2006 to those minority shareholders who had not yet
      requested early payment of such dividend and to pay a pro rata share of
      the guaranteed dividend for the first five months of the fiscal year
      ending on September 30, 2007 to all minority shareholders.  The
      Purchaser further agreed to make a donation in the amount of €0.5 million
      to a charity, to introduce, upon request by plaintiffs, into the award
      proceedings regarding the cash compensation and the guaranteed dividend
      under the Domination Agreement the prospectus governing the January 20,
      2005, listing on the NYSE of the shares of the Company and to accord the
      squeezed-out minority shareholders preferential treatment if, within three
      years after effectiveness of the Squeeze-Out, the shares of CAG were to be
      listed on a stock exchange again.  As a result of the effective
      registration of the Squeeze-Out in the commercial register in December
      2006, the Company acquired the remaining 2% of CAG in January
      2007.

            
	
              CNA
      Holdings, Inc., Celanese Americas Corporation, CAG and Hoechst AG (as
      defendants)

            	
              two
      actions involving 25 individual plaintiffs who were U.S. purchasers of
      polyester staple fibers

            	 
      	 
      	
              Polyester
      Staple Antitrust Litigation

              CNA
      Holdings, the successor in interest to Hoechst Celanese Corporation
      (“HCC”), CAC and CAG (collectively, the “Celanese Entities”) and Hoechst
      AG (“HAG”), the former parent of HCC, were named as defendants in two
      actions (involving 25 individual participants) filed in September 2006 by
      U.S. purchasers of polyester staple fibers manufactured and sold by
      HCC.  The actions allege that the defendants participated in a
      conspiracy to fix prices, rig bids and allocate customers of polyester
      staple sold in the United States.  These actions have been
      consolidated for pre-trial discovery by a Multi-District Litigation Panel
      in the United States District Court for the Western District of North
      Carolina and are styled In re Polyester Staple Antitrust Litigation, MDL
      1516.  Already pending in that consolidated proceeding are five
      other actions commenced by five other alleged U.S. purchasers of polyester
      staple fibers manufactured and sold by the Celanese Entities, which also
      allege defendants’ participation in the conspiracy.

              In
      1998 HCC sold its polyester staple business as part of its sale of its
      Film & Fibers Division to KoSa, Inc.  In a complaint now
      pending against the Celanese Entities and HAG in the United States
      District Court for the Southern District of New York, Koch Industries,
      Inc., Kosa B.V. (“KoSa”), Arteva Specialties, S.A.R.L. (“Arteva
      Specialties”) and Arteva Services, S.A.R.L. seek, among other things,
      indemnification under the asset purchase agreement pursuant to which KoSa
      and Arteva Specialties agreed to purchase defendants’ polyester business
      for all damages related to the defendants’ participation in, and failure
      to disclose, the alleged conspiracy, or alternatively, rescission of the
      agreement.

            
	
              The
      Company

            	 
      	 
      	 
      	
              Other
      Obligations

              The
      Company is secondarily liable under a lease agreement pursuant to which
      the Company has assigned a direct obligation to a third
      party.  The lease assumed by the third party expires on April
      30, 2012.  The lease liability for the period from January 1,
      2007 to April 30, 2012 is estimated to be approximately $41
      million.

              The
      Company has agreed to indemnify various insurance carriers, for amounts
      not in excess of the settlements received, from claims made against these
      carriers subsequent to the settlement.  The aggregate amount of
      guarantees under these settlements is approximately $10 million, which is
      unlimited in term.

            
	
              Celanese
      Ltd. and CNA Holdings, Inc.

            	 
      	 
      	 
      	
              Asbestos

              As
      of February 28, 2007, Celanese Ltd. and/or CNA Holdings, Inc., both U.S.
      subsidiaries of the Company, are defendants in approximately 654 asbestos
      cases.  During the year ended December 31, 2006, 90 new cases
      were filed against the Company and 79 cases were
      resolved.  Because many of these cases involve numerous
      plaintiffs, the Company is subject to claims significantly in excess of
      the number of actual cases.  The Company has reserves for
      defense costs related to claims arising from these
  matters.

            


    

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE 3.13

     

    Taxes

     

    (a)(i)
Material Tax returns not filed

     

    None

     

    (a)(ii)
Material Taxes not paid

     

    None

     

    (b)
Provisions (in accordance with GAAP) not made for payment of Material
Taxes

     

    None

     

    (c)
Material Tax Audits, Statute of Limitation Waivers or Extensions and Written
Notifications to Examine Tax Returns

     

    German
corporate and trade tax returns

    Celanese
AG and various German subsidiaries (Ticona GmbH, Celanese Chemicals Europe GmbH,
Celanese Holding GmbH, Nutrinova GmbH, Celanese Ventures, CPO KG and others) are
currently under tax audit for the tax years 1997 through 2000 and 2001 through
2004.

     

    US.
federal and state income tax returns

     

    
    

     

    
      	 Ticona
      Polymers	 2001-2004                      	 Michigan
	 CNA
      Holdings	 2003-2004 	 Illinois
	
               CNA
      Holdings  

            	 2002-2004	 Louisiana
	 Celanese
      Chemicals	 2002-2004	 Louisiana
	 Celanese
      International  	 2002-2004 	 Louisiana


    

                                                                    

     

    Belgium

    Celanese
SA is currently engaged in a tax audit for the years 2003 and 2004.

     

    Canada

    Revenue
Quebec is commencing an audit of Celanese Canada Inc. income tax years 2001
through 2004.

     

    Saudi
Arabia – National Methanol Company

    National
Methanol Company (MNC), a Saudi company treated as a partnership for U.S. tax
purposes in which Celanese owns 25 percent, is currently in an income tax
audit/appeal process for tax years 1997 through 2004.

     

    Texas
Sales and Use Tax

    Celanese
Ltd. is engaged in a sales and use tax audit for the period October 1998 through
April 1999 and June 1, 1999 through December 31, 2002.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE
3.16

     

    Environmental
Matters

     

    


     

    There is
no item referred to in Section 3.16 which, individually, the Company expects
would have a Material Adverse Effect; however, reference is made to the items
discussed in Footnote 18 to the Consolidated Financial Statements of Parent
filed with Parent’s Annual Report on Form 10-K for the year ended December 31,
2006, which, in the case of matters for which we have reserved in an amount of
$1 million or greater, could in the aggregate have a Material Adverse
Effect.

     

    Also,
reference is made to the items specified on Schedule 3.09 (Litigation), to the
extent related to the matters covered by Section 3.16.

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE 3.20

     

    Labor
Matters

     

    None.

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE 3.21

     

    CELANESE
SCHEDULE OF INSURANCE — Global Policies

     

    


    
      	
              TYPE
      OF INSURANCE

            	
              POLICY
      NUMBER

            	
              RENEW
      DATE

            	
              INSURER

            	
              LIMITS

            
	
               

              All
      Risk Property Insurance

            	
              **
      Confidential Treatment Requested**

               

               

            	
               

              7/1

               

            	
              **
      Confidential Treatment Requested**

               

               

            	
               

              $850
      MM, subject to sublimits

            
	
               

              Marine
      Cargo, Inland Transit, and Storage

            	
               

              1/1

               

               

            	
              $10
      MM each location/$20 MM each conveyance

            
	
               

              Auto
      Deductible Reimbursement

            	
               

              5/1

               

            	
               

              $500K/Occ

            
	
               

              Auto
      Liability – All States

            	
               

              5/1

            	
               

              $5MM

            
	
               

              Work
      Comp Deductible Reimbursement

            	
               

              5/1

            	
               

              $1
      MM/Occ

            
	
               

              Workers
      Comp and Empl Liab (WI)

            	
               

              5/1

            	
               

              Statutory
      ($2 MM EL)

            
	
               

              Workers
      Comp and Empl Liab (all other states)

            	
              5/1

            	
               

              Statutory
      ($ 2 MM EL)

            
	
               

              GL/PL
      Deductible Reimbursement

            	
               

              5/1

            	
               

              $5
      MM/Occ/Agg

            
	
               

              General/Product
      Liability

            	
              5/1

            	
               

              $5
      MM/Occ/Agg

            
	
               

              Difference
      in Form/Agg Excess Liabiiity

            	
              5/1

            	
               

              $5
      MM/Occ $10 MM Agg

            
	
               

              Excess
      / Umbrella Liability

            	
              5/1

            	
              $25MM
      xs of Underlying Auto, GL, EL

            
	
              Excess
      / Umbrella Liability

            	
              5/1

            	
              $475MM
      xs $25MM

            
	
               

              Excess
      / Umbrella Liability

            	
              5/1

            	
               

              $50MM
      xs 25MM

            
	
               

              Excess
      / Umbrella Liability

            	
              5/1

            	
              $50MM
      xs $25MM

            
	
               

              Excess
      / Umbrella Liability

            	
              5/1

            	
               

              $100MM
      xs $75MM

            
	
               

              Excess
      / Umbrella Liability

            	
              **
      Confidential Treatment Requested**

            	
               

              5/1

            	
              **
      Confidential Treatment Requested**

            	
              $25MM
      P/O $75MM xs $175MM

            
	
               

              Excess
      / Umbrella Liability

            	
              5/1

            	
              $12.5MM
      P/O $75MM xs $175MM

            
	
               

              Excess
      / Umbrella Liability

            	
              5/1

            	
              $12.5MM  P/O
      $75MM xs $175MM

            
	
               

              Excess
      / Umbrella Liability

            	
              5/1

            	
              $25MM
      P/O $75MM xs $175MM

            
	
               

              Excess
      / Umbrella Liability

            	
               

              5/1

            	
              $20MM
      P/O $100MM xs $250MM

            
	
               

              Excess
      / Umbrella Liability

            	
               

              5/1

            	
              $25MM  P/O
      $100MM xs $250MM

            
	
               

              Excess
      / Umbrella Liability

            	
              5/1

            	
               

              $35MM
      P/O $100MM xs $250MM

            
	
               

              Excess
      / Umbrella Liability

            	
              5/1

            	
              $20MM
      P/O $100MM xs $250MM

            
	
               

              Excess
      / Umbrella Liability

            	
              5/1

               

            	
              $37.5MM
      P/O $50MM xs $350MM

            
	
               

              Excess
      / Umbrella Liability

            	
              5/1

            	
              $12.5MM
      P/O $50MM xs $350MM

            
	
               

              Excess
      / Umbrella Liability

            	
               

              5/1

            	
              $75MM  xs
      $400MM

            
	
               

              Excess
      / Umbrella Liability

            	
               

              5/1

            	
               

              $25MM
      xs $475MM

            
	
               

              German
      EIL, Layer 1

            	
              5/1

            	
               

              $15
      MM/Occ - $15 MM Agg

            
	
               

              German
      EIL, Layer 2

            	
              5/1

            	
               

              $25
      MM/Occ xs Layer 1

            
	
               

              Employee
      Social Club GL

            	
               

              5/1

            	
               

              $1
      MM/Occ/Agg

            
	
               

              Marine
      Liability

            	
              5/1

            	
               

              $20
      MM per Occ

            
	
               

              Marine
      Liability Excess

            	
               

              5/1

            	
               

              $80
      MM xs $20 MM

            
	
               

              Marine
      Liability Excess

            	
              5/1

            	
               

              $100
      MM xs $100 MM

            
	
               

              Aircraft
      Products Liability

            	
              5/1

            	
              $200
      MM Occ/Agg, incl $125 MM Occ/Agg grounding

            
	
               

              Political
      Action Policy

            	
               

              8/26/08

               

            	
               

              $1
      MM Occ/Agg

            
	
               

              Fidelity
      / Crime Insurance

            	
              **
      Confidential Treatment Requested**

            	
               

              10/22

            	
              **
      Confidential Treatment Requested**

            	
               

              $25MM

            
	
               

              Deductible
      Reimbursement Fiduciary

            	
               

              10/22

            	
               

              $100K
      per claim

            
	
               

              Fiduciary

            	
               

              10/22

            	
               

              $15MM

            
	
               

              Excess
      Fiduciary

            	
               

              10/22

            	
               

              $10MM
      xs of $15MM

            
	
               

              Excess
      Fiduciary

            	
               

              10/22

            	
               

              $10MM
      xs of $25 MM

            
	
               

              Excess
      Fiduciary

            	
               

              10/22

            	
               

              $10MM
      xs of $35 MM

            
	
               

              Excess
      Fiduciary

            	
               

              5/1

            	
               

              $20MM
      xs $45MM

            
	
               

              Deductible
      Reimbursement EPLI

            	
               

              10/22

            	
               

              $1
      MM/Occ

            
	
               

              Employment
      Practices Liability

            	
               

              10/22

            	
               

              $25MM

            
	
               

              Excess
      Employment Practices Liability

            	
               

              10/22

            	
               

              $15MM
      xs $25MM

            
	
               

              Excess
      Employment Practices Liability

            	
               

              10/22

            	
               

              $10MM
      xs $40MM

            
	
               

              Deductible
      Reimbursement D&O

            	
               

              10/22

            	
               

              $1
      MM/Occ

            
	
               

              Directors
      and Officers Liability

            	
               

              10/22

            	
               

              $15MM

            
	
               

              Excess
      Directors and Officers Liability

            	
               

              10/22

            	
               

              $15MM
      xs $15MM

            
	
               

              Excess
      Directors and Officers Liability

            	
               

              10/22

            	
               

              $15MM
      xs $30MM

            
	
               

              Excess
      Directors and Officers Liability

            	
               

              10/22

            	
               

              $15MM
      xs $45MM

            
	
               

              Excess
      Directors and Officers Liability

            	
               

              10/22

            	
               

              $15MM
      xs $60MM

            
	
               

              Excess
      Directors and Officers Liability

            	
               

              10/22

            	
               

              $15MM
      xs $75MM

            
	
               

              Excess
      Directors and Officers Liability

            	
               

              10/22

            	
               

              $10MM
      xs $90MM

            
	
               

              Excess
      Directors and Officers Liability

            	
               

              10/22

            	
               

              $15MM
      xs $100MM

            
	
               

              Excess
      Directors and Officers Liability

            	 
      

              **
      Confidential Treatment Requested**

            	
               

              10/22

            	 
      

              **
      Confidential Treatment Requested**

            	
               

              $20MM
      p/o $35MM xs $115MM

            
	
               

              Excess
      Directors and Officers Liability

            	
              **
      Confidential Treatment Requested**

            	
               

              10/22

            	
              **
      Confidential Treatment Requested**

            	
               

              $15MM
      p/o $35MM xs $115MM

            
	
               

              Excess
      Directors and Officers Liability

            	
               

              10/22

            	
               

              $15MM
      xs $150MM

            
	
               

              Excess
      Directors and Officers Liability

            	
               

              10/22

            	
               

              $15MM
      xs $165MM

            
	
               

              Excess
      Directors and Officers Liability

            	
               

              10/22

            	
               

              $10
      MM xs $180 MM

            
	
               

              Special
      Contingency

            	
               

              10/22/08

            	
               

              $40
      MM

            
	
               

              Special
      Contingency Excess

            	
               

              10/22/08

            	
               

              $10
      MM xs $40 MM

            


    

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE
4.02(b)

     

    LOCAL/FOREIGN COUNSEL
OPINION

     

    None.

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SCHEDULE
5.13

     

    POST-CLOSING
COLLATERAL MATTERS

     

    


     

    Notwithstanding
any representations and covenants in the Loan Documents to the contrary, the
following post-closing matters shall be permitted pursuant to the terms
described below.  The Company shall, and shall cause each other Loan
Party to, as expeditiously as possible, but in no event later than the number of
days after the Closing Date applicable to each item set forth below, do or
deliver the items described below; provided, that in
each case, the Administrative Agent, may in its sole discretion extend the
number of days for compliance, subject to such conditions as the Administrative
Agent may determine (capitalized terms used herein and not defined shall have
the meaning assigned thereto in the Credit Agreement):

     

    1.           The
applicable Loan Parties shall obtain and deliver to Collateral Agent, within 60
days after the Effective Date (unless waived or extended by Collateral Agent in
its discretion), to the extent such items have not been delivered as of the
Effective Date, or delivery has not been waived by Collateral Agent in its
discretion, the following:

     

    (i)           counterparts
to each Mortgage with respect to each Mortgaged Property listed on Annex A
hereto subject thereto duly executed and delivered by the record owner of such
Mortgaged Property;

     

    (ii)           policy
or policies of title insurance, paid for by CAC, issued by a nationally
recognized title insurance company insuring (subject to such survey exceptions
for the Mortgaged Properties as the Collateral Agent may agree) the Lien of each
Mortgage as a valid first Lien on the Mortgaged Property described therein, free
of any other Liens except as permitted by Section 6.02, together with such
endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably
request;

     

    (iii)           except
for any Mortgaged Property with respect to which the Collateral Agent shall not
require such a survey and, otherwise only to the extent required to obtain the
title policy insurance referred to in clause (ii) above, a survey of each
Mortgaged Property subject to a Mortgage (and all improvements thereon) which is
(1) dated (or redated) not earlier than six months prior to the date of delivery
thereof unless there shall have occurred within six months prior to such date of
delivery any exterior construction on the site of such Mortgaged Property, in
which event such survey shall be dated (or redated) after the completion of such
construction or if such construction shall not have been completed as of such
date of delivery, not earlier than 20 days prior to such date of delivery, (2)
certified by the surveyor (in a manner reasonably acceptable to the
Administrative Agent) to the Administrative Agent, the Collateral Agent and the
title insurance company insuring the Mortgage, (3) complying in all respects
with the minimum detail requirements of the American Land Title Association as
such requirements are in effect on the date of preparation of such survey and
(4) sufficient for such title insurance company to remove all standard survey
exceptions from the title insurance policy relating to such Mortgaged Property
or otherwise reasonably acceptable to the Collateral Agent;

     

    (iv)           with
respect to each Mortgaged Property, each Loan Party shall have made
notifications, registrations and filings to the extent required by and in
accordance with Governmental Real Property Disclosure Requirements applicable to
such Mortgaged Property;

     

    (v)           such
legal opinions and other documents as the Collateral Agent may reasonably
request with respect to any such Mortgage or Mortgaged Property;

     

    (vi)           a
completed Federal Emergency Management Agency Standard Flood Hazard
Determination with respect to each Mortgaged Property; and

     

    (vii)           a
Real Property Officer’s Certificate with respect to each Mortgaged Property
subject to a Mortgage.

     

    2.           The
applicable Loan Parties shall within 10 days after the Effective Date (unless
waived or extended by Collateral Agent in its discretion) complete lien searches
with respect to Intellectual Property and shall within 20 days after the
Effective Date (unless waived or extended by Collateral Agent in its discretion)
complete the schedules to the Patent Security Agreement, Trademark Security
Agreement and Copyright Security Agreement and the applicable Loan Parties shall
execute the same.

     

    4.           Within
30 days after the Effective Date (unless waived or extended by Collateral Agent
in its discretion), the applicable Loan Parties shall enter into a pledge
agreement reasonably satisfactory to the Collateral Agent whereby 65% of the
shares of (i) Finco and (ii) if such entity has not been liquidated, dissolved
or merged into Finco by such time and has not by such time become subsidiary of
Finco as permitted by the terms of the Credit Agreement, Celanese Caylux
Holdings Luxembourg SCA, are pledged to the Collateral Agent for the benefit of
the Lenders and shall cause to be delivered a legal opinion of Luxembourg
Counsel with respect to such pledge agreement in form and substance reasonably
acceptable to the Collateral Agent.

     

    5.           Within
10 days after the Effective Date (unless waived or extended by Collateral Agent
in its discretion), the applicable Loan Parties shall provide to the Collateral
Agent stock certificates and stock powers with respect to Celanese Advanced
Materials, Inc.

     

    6.           Within
5 days after the Effective Date (unless waived or extended by Collateral Agent
in its discretion), the applicable Loan Parties shall provide to the Collateral
Agent insurance certificates and endorsements with respect to Celanese Holdings
LLC.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Annex
A

     

    


    
      	 
      	
              Name
      of Domestic

            	
              Address
      of Property (unless other specified, properties listed are
      owned)

            	
              Business/Leased
      or Owned

            
	
              1

            	
              Celanese
      Acetate LLC

            	
              P.O.
      Box 1000

              Narrows,
      Virginia 24124

            	
              Acetate/Owned

            
	
              2

            	
              Celanese
      Ltd.

            	
              9502
      Bayport Blvd. (“Clear Lake”)

              Pasadena,
      Texas 77507-1498

            	
              Chemicals/Owned

            
	 
      	 
      	
              1989
      Old Naples Road

              Meredosia,
      IL 62665

            	
              Chemicals/Owned

            
	 
      	
              P.O.
      Box 937

              Hwy.
      60 West

              Pampa,
      Texas 79066-0937

            	
              Chemicals/Owned

            
	 
      	
              1423
      Highway 225

              Pasadena,
      Texas 77506

              (Note:  145-year
      ground lease)

            	
              Chemicals/Owned

            
	
              3

            	
              Ticona
      Polymers, Inc.

            	
              Highway
      77 South

              P.O.
      Box 428

              Bishop,
      Texas 78343

            	
              Ticona,

              Chemicals/Owned

            


    

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      
        	
                Schedule
      6.01 -- Indebtedness -- Parts I, II and III

              	 
      	 
      	 
      
	
                I.
      Intercompany Indebtedness

              	 
      	 
      	 
      	 
      
	
                Lender

              	
                Borrowor

              	
                Currency

              	
                Amount
      of Indebtedness

                in
      USD

              	
                Maturity

                of
      Indebtedness

              
	
                BCP
      Crystal US Holdings Corp

              	
                BCP
      Acquisition GmbH & Co KG

              	
                USD

              	
                118,891,677

              	
                08/
      Dec 2011

              
	
                BCP
      Crystal US Holdings Corp

              	
                BCP
      Acquisition GmbH & Co KG

              	
                EUR

              	
                184,912,351

              	
                15/
      Jun 2014

              
	
                Celanese
      Korea Chusik Hosea Corp.

              	
                BCP
      Acquisition GmbH & Co KG

              	
                USD

              	
                4,000,000

              	
                28/
      Mar 2007

              
	
                Celanese
      Far East Ltd.

              	
                BCP
      Acquisition GmbH & Co KG

              	
                USD

              	
                10,700,000

              	
                28/
      Sep 2007

              
	
                Acetex
      Chimie SA

              	
                BCP
      Acquisition GmbH & Co KG

              	
                EUR

              	
                13,317,000

              	
                28/
      Sep 2007

              
	
                Elwood
      Insurance Ltd.

              	
                BCP
      Acquisition GmbH & Co KG

              	
                USD

              	
                9,300,000

              	
                28/
      Sep 2007

              
	
                Celanese
      SA

              	
                BCP
      Acquisition GmbH & Co KG

              	
                USD

              	
                8,000,000

              	
                28/
      Sep 2007

              
	
                Celanese
      AG

              	
                BCP
      Acquisition GmbH & Co KG

              	
                EUR

              	
                87,355,775

              	
                30/
      Sep 2009

              
	
                Celanese
      Europe Holding GmbH & Co KG

              	
                BCP
      Acquisition GmbH & Co KG

              	
                EUR

              	
                67,920,000

              	
                06/
      Mar 2008

              
	
                Elwood
      Insurance Ltd.

              	
                Celanese
      (China) Holding Co., Ltd

              	
                USD

              	
                20,000,000

              	
                12/
      Jan 2010

              
	
                Elwood
      Insurance Ltd.

              	
                Celanese
      Europe Holding GmbH & Co KG

              	
                USD

              	
                75,000,000

              	
                19/
      Dec 2008

              
	
                CNA
      Holdings, Inc.

              	
                Celanese
      Europe Holding GmbH & Co KG

              	
                USD

              	
                41,000,000

              	
                31/
      Mar 2007

              
	
                Celanese
      AG

              	
                Celanese
      Acetate Limited

              	
                GBP

              	
                71,055,371

              	
                31/
      Jan 2008

              
	
                Celanese
      AG

              	
                Celanese
      Europe Holding GmbH & Co KG

              	
                EUR

              	
                902,109,451

              	
                30/
      Sep 2009

              
	
                Celanese
      AG

              	
                Celanese
      Europe Holding GmbH & Co KG

              	
                EUR

              	
                387,415,343

              	
                30/
      Sep 2009

              
	
                Celanese
      AG

              	
                Celanese
      Europe Holding GmbH & Co KG

              	
                EUR

              	
                297,546,353

              	
                30/
      Jun 2010

              
	
                Celanese
      AG

              	
                Celanese
      Europe Holding GmbH & Co KG

              	
                EUR

              	
                133,170,000

              	
                10/
      Apr 2007

              
	
                BCP
      Holdings GmbH

              	
                Celanese
      Caylux Holdings Luxembourg

              	
                EUR

              	
                133,170,000

              	
                06/
      Mar 2008

              
	
                Celanese
      AG

              	
                Ticona
      GmbH

              	
                EUR

              	
                19,975,500

              	
                23/
      May 2007

              
	
                Celanese
      AG

              	
                Transatlantique
      Chimie SA

              	
                EUR

              	
                183,774,600

              	
                30/
      Jun 2007

              
	
                Celanese
      AG

              	
                Acetex
      Chimie SA

              	
                EUR

              	
                93,219,000

              	
                30/
      Jun 2007

              
	
                Celanese
      AG

              	
                Estech
      GmbH & Co. KG

              	
                EUR

              	
                6,971,450

              	
                17/
      Apr 2007

              
	
                Celanese
      AG

              	
                Estech
      GmbH & Co. KG

              	
                EUR

              	
                2,377,085

              	
                27/
      Apr 2007

              
	
                Celanese
      AG

              	
                Estech
      GmbH & Co. KG

              	
                EUR

              	
                1,018,751

              	
                27/
      Apr 2007

              
	
                Celanese
      AG

              	
                Celanese
      Emulsions BV

              	
                EUR

              	
                7,990,200

              	
                05/
      Jun 2007

              
	
                Celanese
      AG

              	
                Celanese
      Emulsions Ltd

              	
                GBP

              	
                33,331,714

              	
                05/
      Jun 2007

              
	
                Celanese
      AG

              	
                Ticona
      UK Limited

              	
                GBP

              	
                3,333,171

              	
                30/
      Mar 2007

              
	
                Celanese
      AG

              	
                Ticona
      Japan Ltd.

              	
                JPY

              	
                681,961

              	
                22/
      Jun 2007

              
	
                Celanese
      AG

              	
                Ticona
      Korea Ltd.

              	
                USD

              	
                70,000

              	
                30/
      Nov 2007

              
	
                Celanese
      SA

              	
                Celanese
      Europe Holding GmbH & Co KG

              	
                USD

              	
                42,100,000

              	
                07/
      Sep 2007

              
	
                Grupo
      Celanese S.A.

              	
                Celanese
      Europe Holding GmbH & Co KG

              	
                USD

              	
                68,000,000

              	
                31/
      Dec 2009

              
	
                Grupo
      Celanese S.A.

              	
                Celanese
      Europe Holding GmbH & Co KG

              	
                USD

              	
                25,000,000

              	
                26/
      Sep 2007

              
	
                Celanese
      Holding GmbH

              	
                Celanese
      Emulsions GmbH

              	
                EUR

              	
                113,194,500

              	
                06/
      Jun 2007

              
	
                Celanese
      Japan Ltd.

              	
                Celanese
      AG

              	
                JPY

              	
                857,884

              	
                27/
      Apr 2007

              
	
                Celanese
      Singapore Pte. Ltd.

              	
                Celanese
      AG

              	
                USD

              	
                150,000,000

              	
                14/
      Jun 2007

              
	
                Celanese
      Singapore Pte. Ltd.

              	
                Celanese
      AG

              	
                USD

              	
                150,000,000

              	
                15/
      May 2007

              
	
                Acetex
      Chimie SA

              	
                ERKOL
      SA

              	
                USD

              	
                4,041,916

              	
                -

              
	
                InfraServ
      GmbH & Co. Hoechst KG

              	
                Celanese
      AG

              	
                EUR

              	
                66,585,000

              	
                23/
      Apr 2007

              
	
                Celanese
      Singapore Pte. Ltd.

              	
                Celanese
      Pte. Ltd.

              	
                USD

              	
                34,000,000

              	
                16/
      Jan 2007

              
	
                Servicios
      Corporativos Celanese S de R.L. de C.V.

              	
                Grupo
      Celanese S.A.

              	
                MXN

              	
                4,622,026

              	
                26/
      Mar 2007

              
	
                Grupo
      Celanese S.A.

              	
                Nutrinova
      Nutrition Specialties Mexico S. de RL de CV

              	
                MXN

              	
                415,982

              	
                31/
      Dec 2006

              
	
                Acetex
      Corporation

              	
                AT
      Plastics Inc.

              	
                USD

              	
                5,000,000

              	
                27/
      Feb 2007

              
	
                BCP
      Crystal US 2 LLC

              	
                Celanese
      Corp.

              	
                USD

              	
                227,218,750

              	
                31/
      Mar 2010

              
	
                BCP
      Crystal US Holdings Corp

              	
                BCP
      Caylux Holdings Luxembourg SCA

              	
                EUR

              	
                220,442

              	
                10/
      Jul 2007

              
	
                BCP
      Crystal US Holdings Corp

              	
                BCP
      Caylux Holdings Luxembourg SCA

              	
                EUR

              	
                39,951

              	
                10/
      Jul 2007

              
	
                BCP
      Crystal US Holdings Corp

              	
                Celanese
      Americas Corporation

              	
                USD

              	
                922,000,000

              	
                07/
      May 2007

              
	
                BCP
      Crystal US Holdings Corp

              	
                Celanese
      Americas Corporation

              	
                USD

              	
                68,000,000

              	
                31/
      Dec 2009

              
	
                BCP
      Crystal US Holdings Corp

              	
                Celanese
      Americas Corporation

              	
                USD

              	
                25,000,000

              	
                27/
      Mar 2007

              
	
                BCP
      Crystal US Holdings Corp

              	
                Celanese
      Americas Corporation

              	
                USD

              	
                565,074,862

              	
                06/
      Apr 2011

              
	
                Celanese
      Americas Corporation

              	
                CNA
      Holdings Inc.

              	
                USD

              	
                240,822,236

              	
                31/
      Mar 2010

              
	
                Celwood
      Insurance Company

              	
                CNA
      Holdings Inc.

              	
                USD

              	
                35,000,000

              	
                15/
      Oct 2011

              
	
                Elwood
      Insurance Ltd.

              	
                Celanese
      (Nanjing) Chemicals Co. Ltd.

              	
                USD

              	
                37,575,010

              	
                07/
      Feb 2009

              
	
                CNA
      Holdings Inc.

              	
                Tenedora
      Tercera de Toluca S. de RL de CV

              	
                USD

              	
                116,076

              	
                15/
      Jul 2007

              
	
                Grupo
      Celanese S.A.

              	
                FKAT
      LLC

              	
                USD

              	
                215,000,000

              	
                22/
      Nov 2008

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                SCHEDULE 6.01(a) -- Part IV

              
	
                OTHER
      THIRD PARTY DEBT

              
	
                 

              
	
                December
      31, 2006

              
	 
      	 
      	 
      	 
      	 
      	 
      	
                € /
      USD =

              	
                1.3170000

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                Credit
      Rating

              	 
      
	
                Borrower

              	
                Description
      of Debt

              	
                Non-USD
      Borrowing

              	
                Current

              	
                Long-Term

              	
                Total

              	
                Interest
      Rate

              	
                Maturity

              	
                Moody/S&P

              	
                Pay
      Dates

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                BCP
      Crystal US Holdings Corp (US Holdco)

              	
                Senior
      Subordinated Notes - $ tranche

              	 
      	
                 $                                   -

              	
                 $                    796,250,000

              	
                 $              796,250,000

              	
                9.6250%

              	
                6/15/2014

              	
                B3/B-

              	
                6/15
      and 12/15, 30/360

              
	
                BCP
      Crystal US Holdings Corp (US Holdco)

              	
                Senior
      Subordinated Notes - Euro tranche

              	
                €
      130,000,000

              	
                 $                                   -

              	
                 $                    171,210,000

              	
                 $              171,210,000

              	
                10.375%

              	
                6/15/2014

              	
                B3/B-

              	
                6/15
      and 12/15, 30/360

              
	
                BCP
      Crystal US Holdings Corp (US Holdco)

              	
                Amortization
      of Premium

              	 
      	
                 $                                   -

              	
                 $                       3,013,064

              	
                 $                  3,013,064

              	 
      	 
      	 
      	 
      
	 
      	
                Total
      Senior Sub Notes

              	
                €
      130,000,000

              	
                 $                                   -

              	
                 $                    970,473,064

              	
                 $              970,473,064

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Crystal
      US Holdings 3 LLC (Crystal 3)

              	
                Senior
      Discount Notes - Series A

              	 
      	
                 $                                   -

              	
                 $                      81,060,226

              	
                 $                81,060,226

              	
                10.0000%

              	
                10/1/2014

              	
                Caa2/B-

              	 
      
	
                Crystal
      US Holdings 3 LLC (Crystal 3)

              	
                Senior
      Discount Notes - Series B

              	 
      	
                 $                                   -

              	
                 $                    338,689,260

              	
                 $              338,689,260

              	
                10.5000%

              	
                10/1/2014

              	
                Caa2/B-

              	 
      
	 
      	
                Total
      Senior Discount Notes

              	 
      	
                 $                                   -

              	
                 $                    419,749,486

              	
                 $              419,749,486

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                CNA
      Holdings

              	
                PCB
      9.95MM Red River

              	 
      	
                                          9,950,000

              	
                0

              	
                9,950,000

              	
                5.20%

              	
                5/1/2007

              	
                B2/B-

              	
                5/1
      and 11/1

              
	
                CNA
      Holdings

              	
                PCB
      4.99MM Red River

              	 
      	
                                                     -

              	
                4,990,000

              	
                4,990,000

              	
                6.45%

              	
                11/1/2030

              	
                B2/B-

              	
                5/1
      and 11/1

              
	
                CNA
      Holdings

              	
                PCB
      13.995 MM Corpus Chri

              	 
      	
                                                     -

              	
                13,995,000

              	
                13,995,000

              	
                6.45%

              	
                11/1/2030

              	
                B2/B-

              	
                5/1
      and 11/1

              
	
                CNA
      Holdings

              	
                PCB
      39MM Corpus Christi

              	 
      	
                                                     -

              	
                39,000,000

              	
                39,000,000

              	
                6.70%

              	
                11/1/2030

              	
                B2/B-

              	
                5/1
      and 11/1

              
	
                CNA
      Holdings

              	
                PCB
      27.46MM Red River

              	 
      	
                                                     -

              	
                27,460,000

              	
                27,460,000

              	
                6.70%

              	
                11/1/2030

              	
                B2/B-

              	
                5/1
      and 11/1

              
	
                CNA
      Holdings

              	
                IRB
      13.1MM Giles

              	 
      	
                                                     -

              	
                13,100,000

              	
                13,100,000

              	
                6.63%

              	
                12/1/2022

              	
                B2/B-

              	
                6/1
      and 12/1

              
	
                CNA
      Holdings

              	
                IRB
      40MM York County

              	 
      	
                                                     -

              	
                                        39,914,986

              	
                                   39,914,986

              	
                5.70%

              	
                1/1/2024

              	
                B2/B-

              	
                7/1
      and 1/1

              
	
                CNA
      Holdings

              	
                IRB
      10MM Giles County 95

              	 
      	
                                                     -

              	
                                          9,956,312

              	
                                    9,956,312

              	
                5.95%

              	
                12/1/2025

              	
                B2/B-

              	
                6/1
      and 12/1

              
	
                CNA
      Holdings

              	
                IRB
      25MM Bay City

              	 
      	
                                                     -

              	
                                        24,838,893

              	
                                   24,838,893

              	
                6.50%

              	
                5/1/2026

              	
                B2/B-

              	
                5/1
      and 11/1

              
	
                CNA
      Holdings

              	
                IRB
      10MM Giles County 96

              	 
      	
                                                     -

              	
                                          9,951,668

              	
                                    9,951,668

              	
                6.45%

              	
                5/1/2026

              	
                B2/B-

              	
                5/1
      and 11/1

              
	 
      	
                Bond
      Revaluation due to Blackstoneacqu (Purchase acctg adj)

              	 
      	 
      	
                                         (2,266,190)

              	
                                   (2,266,190)

              	
                N/A

              	 
      	 
      	 
      
	 
      	
                Total
      Pollution & Industrial Bonds

              	 
      	
                9,950,000

              	
                180,940,669

              	
                190,890,669

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                CNA
      Holdings

              	
                7.125%
      Medium Term Notes

              	 
      	
                                                     -

              	
                                        13,765,000

              	
                                   13,765,000

              	
                7.13%

              	
                3/15/2009

              	 
      	
                3/15
      and 9/15

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Celanese
      International

              	
                Dallas
      Capital Lease

              	 
      	
                                             618,421

              	
                                        16,573,805

              	
                                   17,192,226

              	
                12.12%

              	 
      	 
      	 
      
	
                CNA
      Holdings

              	
                Warren
      Capital Lease

              	 
      	
                                             786,397

              	
                                          4,253,333

              	
                                    5,039,730

              	
                9.00%

              	 
      	 
      	 
      
	
                Celanese
      Ltd. - CLMP

              	
                CLMP
      cash pooling balance classified as debt

              	 
      	
                                          3,289,573

              	
                                                     -

              	
                                    3,289,573

              	
                5.1222%
      floating

              	
                1/31/2007

              	 
      	 
      
	
                Celanese
      Ltd. - Fortron

              	
                Fortron
      cash pooling balance classified as debt

              	 
      	
                                        12,418,057

              	
                                                     -

              	
                                   12,418,057

              	
                5.1156%
      floating

              	
                1/31/2007

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Celanese
      SA

              	
                Capital
      Lease

              	 
      	
                                          1,178,951

              	
                                             315,190

              	
                                    1,494,141

              	
                4.062%,
      4.214% floating

              	
                12/31/2008

              	 
      	 
      
	
                CCE
      Infrastructure Lease

              	
                Capital
      Lease

              	 
      	
                                               66,115

              	
                                          1,131,789

              	
                                    1,197,904

              	
                7.50%

              	
                9/30/2018

              	 
      	 
      
	
                Acetex
      Chimie SA

              	
                Other
      (payables classified as long-term debt under CIFRA)

              	 
      	
                                                     -

              	
                                               49,390

              	
                                         49,390

              	 
      	
                12/31/2008

              	 
      	 
      
	
                Acetex
      Chimie SA

              	
                Subvention

              	 
      	
                                                     -

              	
                                             103,531

              	
                                       103,531

              	
                0.00%

              	
                12/11/2016

              	 
      	 
      
	
                ERKOL
      S.A.

              	
                Other
      - Old Government Loan

              	 
      	
                                               53,620

              	
                                             297,267

              	
                                       350,887

              	
                0.00%

              	
                6/30/2013

              	 
      	 
      
	
                AT
      Plastics Inc.

              	
                Capital
      Leases - Forklift A&B

              	 
      	
                                               10,306

              	 
      	
                                         10,306

              	
                6.79%

              	
                6/1/2007

              	 
      	 
      
	
                CAG

              	
                Affiliates
      mainly Infra Serv

              	 
      	
                                       166,404,540

              	
                                                     -

              	
                                 166,404,540

              	
                3.58%
      floating

              	
                1/31/2007

              	 
      	 
      
	
                CAG
      - Overdraft

              	
                Overdraft

              	 
      	
                                                1,753

              	
                                                     -

              	
                                           1,753

              	
                0.00%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Celanese
      (Nanjing) Chemicals Co. Ltd.

              	
                Bank
      Loan

              	
                ¥458,800,000

              	
                                                     -

              	
                                        58,782,176

              	
                                   58,782,176

              	
                5.9364%
      floating

              	
                1/13/2012

              	 
      	 
      
	
                Celanese
      (Nanjing) Chemicals Co. Ltd.

              	
                Bank
      Loan

              	 
      	
                                                     -

              	
                                        10,000,000

              	
                                   10,000,000

              	
                6.52%
      floating

              	
                1/13/2012

              	 
      	 
      
	
                Celanese
      (Nanjing) Diversified Chemical Co. Ltd.

              	
                Dragon
      Crown II Capital Lease (FIN 97)

              	
                ¥41,333,118

              	
                                                     -

              	
                                          5,295,664

              	
                                    5,295,664

              	
                n/a

              	
                3/31/2023

              	 
      	 
      
	 
      	
                Total
      Assumed Debt

              	 
      	
                 $                    194,777,733

              	
                 $                    291,507,814

              	
                 $              486,285,547

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

      




     

    
 

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      SCHEDULE
6.01(b)

       

      INDEBTEDNESS UNDER LETTERS
OF CREDIT

       

      None.

       

      


    

    


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
6.02(a)

       

      Existing
Liens

       

      Liens in
connection with existing industrial revenue bond and pollution control bond
financings described on Schedule 6.01(a).

      


      Liens in
connection with existing capital leases referred to on Schedule
6.01(a).

      


      Liens in
favor of Deutsche Bank A.G. as collateral agent under the Existing Credit
AGreement, not released as of record on the Effective Date, which are to be
released as of record and replaced with liens in favor of the Collateral Agent
in accordance with the requirements of Section 5.13 of the Credit
Agreement.

      


      Without
duplication of the foregoing, the liens represented by the lien search results
listed in the chart below:

      


      
        	
                Debtor

              	
                Jurisdiction

              	
                Scope
      of

                Search  

              	
                Type
      of

                filing found

              	
                Secured

                Party   

              	
                Collateral

              	
                Original

                File Date

              	
                Original

                File Number

              	
                Amdt.

                File Date

              	
                Amdt.

                File Number

              
	
                Celanese
      Acetate LLC

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Peregrine
      Energy Partners, LLC

              	
                Leased
      Equipment Real Estate

              	
                12/17/2001

              	
                20153332

              	 
      	 
      
	
                Celanese
      Acetate LLC

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                ePlus
      Group, Inc.

              	
                Leased
      Equipment

              	
                05/30/2002

              	
                21599491

              	 
      	 
      
	
                Celanese
      Acetate LLC

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                ePlus
      Group, Inc.

              	
                Leased
      Equipment

              	
                06/19/2002

              	
                21750268

              	 
      	 
      
	
                Celanese
      Acetate LLC

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Applied
      Industrial Technologies, Inc.

              	
                Specific
      Equipment

              	
                02/06/2003

              	
                30330947

              	 
      	 
      
	
                Celanese
      Acetate LLC

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Air
      Liquide Industial US LP

              	
                Specific
      Equipment

              	
                08/25/2005

              	
                52655786

              	 
      	 
      
	
                Celanese
      Americas Corporation

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Hewlett-Packard
      Company

              	
                Leased
      Equipment

              	
                08/16/2001

              	
                10966353

              	 
      	 
      
	
                Celanese
      Americas Corporation

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Toyota
      Motor Credit Corporation

              	
                Leased
      Equipment

              	
                07/09/2002

              	
                21657844

              	 
      	 
      
	
                Celanese
      Americas Corporation

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Mcjunkin
      Corporation

              	
                Ownership
      Interest in Inventory

              	
                08/13/2004

              	
                42293175

              	 
      	 
      
	
                Celanese
      Americas Corporation

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Air
      Liquide Industrial US LP

              	
                Specific
      Equipment

              	
                05/31/2005

              	
                51657320

              	 
      	 
      
	
                Celanese
      Chemicals, Inc.

              	
                Alabama
      Mobile Circuit Court

              	 
      	
                Local
      Defendant Suit

              	
                Donnie
      M. reed Et Al

              	 
      	
                03/15/2005

              	
                CV2005-00767

              	 
      	 
      
	
                Celanese
      Holdings, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Dell
      Financial Services, L.P.

              	
                In
      Lieu MO; St. Louis County 12/22/99 #13969

              	
                10/15/2004

              	
                42914614

              	 
      	 
      
	
                Celanese
      Holdings, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-3
      Amendment (Debtor Name Change from National Starch and Chemical
      Corporation to Celanese Holdings LLC)

              	
                Dell
      Financial Services, L.P.

              	
                In
      Lieu MO; St. Louis County 12/22/99 #13969

              	
                10/15/2004

              	
                42914614

              	
                04/19/2006

              	
                61303452

              
	
                Celanese
      Holdings, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Gelco
      Corporation DBA GE Fleet Services

              	
                Leased
      Equipment

              	
                12/14/2006

              	
                64388849

              	 
      	 
      
	
                Celanese
      International Corporation

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Channel-Prime
      Alliance LLC

              	
                Specific
      Equipment

              	
                01/24/2006

              	
                60269688

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      US Southern District Court

              	 
      	
                Federal
      Judgment

              	
                United
      States of America

              	 
      	
                06/23/2000

              	
                99CV00731

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      US Southern District Court

              	 
      	
                Federal
      Defendant

              	
                Hazel
      Conner

              	 
      	
                05/06/2003

                 

              	
                03CV00049

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      US Southern District Court

              	 
      	
                Federal
      Defendant

              	
                David
      C. Buckalew Et Al

              	 
      	
                06/02/2005

              	
                05CV00315

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      US Southern District Court

              	 
      	
                Federal
      Defendant

              	
                Celanese
      Ltd, Celanese International Corporation

              	 
      	
                09/29/2006

              	
                06CV03075

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      US Southern District Court

              	 
      	
                Federal
      Defendant

              	
                Eugene
      A. Wilson

              	 
      	
                02/16/2007

              	
                07CV00613

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit Corporation

              	
                Leased
      Equipment

              	
                06/13/2002

              	
                02-0033606494

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit Corporation

              	
                Leased
      Equipment

              	
                07/22/2002

              	
                02-0037927101

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit Corporation

              	
                Leased
      Equipment

              	
                08/15/2002

              	
                020040783539

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit Corporation

              	
                Leased
      Equipment

              	
                08/20/2002

              	
                02-0041335442

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit Corporation

              	
                Leased
      Equipment

              	
                09/18/2002

              	
                03-0001798694

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit Corporation

              	
                Leased
      Equipment

              	
                11/12/2002

              	
                03-0007845441

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit Corporation

              	
                Leased
      Equipment

              	
                11/15/2002

              	
                03-0008229387

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit Corporation

              	
                Leased
      Equipment

              	
                12/02/2002

              	
                03-0009569395

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit Corporation

              	
                Leased
      Equipment

              	
                12/23/2002

              	
                03-0011826405

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit Corporation

              	
                Leased
      Equipment

              	
                12/31/2002

              	
                03-0012477519

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                01/17/2003

              	
                03-0014422581

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                02/10/2003

              	
                03-0017076125

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                02/11/2003

              	
                03-0017093639

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                02/24/2003

              	
                03-0018614154

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                03/14/2003

              	
                03-0020634775

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                03/17/2003

              	
                03-0020980365

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                03/26/2003

              	
                03-0022046946

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                03/31/2003

              	
                03-0022782165

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                04/09/2003

              	
                03-0023806315

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                04/17/2003

              	
                03-0024710845

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                04/28/2003

              	
                03-0025891109

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                05/14/2003

              	
                03-0027794729

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                05/28/2003

              	
                03-0029193815

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                05/30/2003

              	
                03-0029519504

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                06/17/2003

              	
                03-0031547083

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                07/01/2003

              	
                03-0033142137

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                07/02/2003

              	
                03-0033271382

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                07/02/2003

              	
                03-0033271493

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                07/03/2003

              	
                03-0033285266

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                07/03/2003

              	
                03-0033285377

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                07/03/2003

              	
                03-0033356497

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                07/15/2003

              	
                03-0034517538

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                07/22/2003

              	
                03-0035267319

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                07/24/2003

              	
                03-0035621000

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                07/28/2003

              	
                03-0035978500

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                08/04/2003

              	
                03-0036779156

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                08/06/2003

              	
                03-0036950420

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                08/13/2003

              	
                03-0037857780

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                08/15/2003

              	
                03-0038252447

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                08/27/2003

              	
                03-0039879099

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                09/20/2003

              	
                04-0043468160

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                11/03/2003

              	
                04-0046860119

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                11/26/2003

              	
                04-0049467872

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                12/10/2003

              	
                04-0050661264

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                12/30/2003

              	
                04-0052590944

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                02/19/2004

              	
                04-0057896978

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                02/19/2004

              	
                04-0057897888

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                03/22/2004

              	
                04-0061596314

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                06/24/2004

              	
                04-0072679964

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                06/24/2007

              	
                04-0072680007

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                06/25/2004

              	
                04-0072819617

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                06/25/2004

              	
                04-0072819940

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit LLC

              	
                Leased
      Equipment

              	
                07/26/2004

              	
                04-0076026530

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                08/20/2004

              	
                04-0079264618

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                09/01/2004

              	
                04-0080501795

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                10/07/2004

              	
                04-0084468044

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                10/18/2004

              	
                04-0085688120

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                10/18/2004

              	
                04-0085688231

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                01/12/2005

              	
                05-0001325268

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                02/08/2005

              	
                05-0004258044

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                02/17/2005

              	
                05-0005247356

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                03/30/2005

              	
                05-0009998747

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                04/21/2005

              	
                05-0012690447

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                06/08/2005

              	
                05-0017865406

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                06/08/2005

              	
                05-0017865517

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                06/08/2005

              	
                05-0017865628

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                06/23/2005

              	
                05-0019594588

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                06/23/2005

              	
                05-0019594699

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                Associated
      Supply Company, Inc.

              	
                Leased
      Equipment

              	
                09/27/2005

              	
                05-0030086890

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                A.W.
      Chesterton Company

              	
                Full
      Line Chesterton Mechanical Seals Consigned Inventory

              	
                11/07/2005

              	
                05-0034485897

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                Relational
      LLC

              	
                Specific
      Equipment

              	
                02/14/2006

              	
                06-0005156558

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-3
      Assign

              	
                Banc
      of America Leasing and Capital, LLC

              	
                Specific
      Equipment

              	
                02/14/2006

              	
                06-0005156558

              	
                03/16/2006

              	
                06-00085355

              
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                02/17/2006

              	
                06-0005549706

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                02/21/2006

              	
                06-0005727784

              	 
      	 
      
	
                Celanese Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                03/17/2006

              	
                06-0008631014

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                03/17/2006

              	
                06-008631125

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      SOS

              	 
      	
                UCC-1

              	
                IOS
      Capital, LLC

              	
                Leased
      Equipment

              	
                12/14/2006

              	
                06-0040582176

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      Matagorde County

              	 
      	
                Local
      Defendant Suit Search

              	
                Richard
      Flores, Sr, Richard Flores, Jr. and H.R. Lusby

              	 
      	
                09/26/2003

              	
                03-H-0600-C

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      Harris County

              	 
      	
                UCC-1

              	
                GMAC
      Commercial Finance LLC, as Agent

              	
                Real
      Estate Fixture Filing

              	
                10/03/2005

              	
                Y797589

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      Harris County

              	 
      	
                UCC-1

              	
                LaSalle
      Bank National Association, as Administrative Agent

              	
                Real
      Estate Fixture Filing

              	
                10/03/2005

              	
                Y797592

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      Harris County

              	 
      	
                UCC-1

              	
                GMAC
      Commercial Finance LLC, as Agent

              	
                Real
      Estate Fixture Filing

              	
                01/24/2007

              	
                20070048269

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      Harris County

              	 
      	
                UCC-1

              	
                LaSalle
      Bank National Association

              	
                Real
      Estate Fixture Filing

              	
                01/25/2007

              	
                20070051246

              	 
      	 
      
	
                Celanese
      Ltd.

              	
                Texas
      Nueces District Court

              	 
      	
                Local
      Defendant Suit Search

              	
                Nettie
      Cocek, Individually and as Independant Executrix of the Estate of Freddy
      Frank Cocek, Jr., Deceased, Freddy Frank, III, and millie Ann
      Cocek

              	 
      	
                05/01/2003

              	
                03-2759-E

              	 
      	 
      
	
                CNA
      Holdings, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Hyster
      Credit Company

              	
                In
      Lieu

              	
                08/21/2002

              	
                22167827

              	 
      	 
      
	
                CNA
      Holdings, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                HP
      Financial Services

              	
                Leased
      Equipment

              	
                12/09/2002

              	
                23071168

              	 
      	 
      
	
                CNA
      Holdings, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Hyster
      Credit Company

              	
                Specific
      Equipment

              	
                05/01/2003

              	
                31310013

              	 
      	 
      
	
                CNA
      Holdings, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Hewlett-Packard
      Financial Services Company

              	
                Specific
      Equipment

              	
                08/09/2005

              	
                52460054

              	 
      	 
      
	
                CNA
      Holdings, Inc.

              	
                New
      Jersey SOS

              	 
      	
                UCC-1

              	
                IBM
      Credit Corporation

              	
                Leased
      Equipment

              	
                03/19/2001

              	
                2030941

              	 
      	 
      
	
                Ticona
      LLC

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Channel-Prime
      Alliance LLC

              	
                Specific
      Equipment

              	
                01/24/2006

              	
                60269688

              	 
      	 
      
	
                Ticona
      LLC

              	
                New
      Jersey SOS

              	 
      	
                UCC-1

              	
                Citicorp
      Del Lease, Inc. DBA Citicorp Dealer Finance

              	
                Specific
      Equipment

              	
                03/07/2003

                 

              	
                21470905

              	 
      	 
      
	
                Ticona
      Polymers, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Ameribron,
      Inc.

              	
                All
      Inventory

              	
                05/06/2003

              	
                31165458

              	 
      	 
      
	
                Ticona
      Polymers, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Barloworld
      Fleet Leasing LLC

              	
                Leased
      Equipment

              	
                08/27/2003

              	
                32221896

              	 
      	 
      
	
                Ticona
      Polymers, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                The
      Cit Group/Equipment Financing, Inc.

              	
                Specific
      Equipment

              	
                12/04/2003

              	
                33192369

              	 
      	 
      
	
                Ticona
      Polymers, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Toyota
      Motor Credit Corporation

              	
                Leased
      Equipment

              	
                01/23/2004

              	
                40190308

              	 
      	 
      
	
                Ticona
      Polymers, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Barloworld
      Fleet Leasing LLC

              	
                Leased
      Equipment

              	
                08/24/2004

              	
                42380808

              	 
      	 
      
	
                Ticona
      Polymers, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Barloworld
      Fleet Leasing LLC

              	
                Leased
      Equipment

              	
                10/01/2004

              	
                42754267

              	 
      	 
      
	
                Ticona
      Polymers, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Barloworld
      Fleet Leasing LLC

              	
                Leased
      Equipment

              	
                10/12/2004

              	
                42853622

              	 
      	 
      
	
                Ticona
      Polymers, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Barloworld
      Fleet Leasing LLC

              	
                Leased
      Equipment

              	
                04/22/2005

              	
                51236554

              	 
      	 
      
	
                Ticona
      Polymers, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Air
      Liquide Industrial US LP

              	
                Specific
      Equipment

              	
                05/20/2005

              	
                51563486

              	 
      	 
      
	
                Ticona
      Polymers, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Air
      Liquide Industrial US LP

              	
                Specific
      Equipment

              	
                06/28/2005

              	
                51991869

              	 
      	 
      
	
                Ticona
      Polymers, Inc.

              	
                Delaware
      SOS

              	 
      	
                UCC-1

              	
                Channel-Prime
      Alliance LLC

              	
                Specific
      Equipment

              	
                01/24/2006

              	
                60269688

              	 
      	 
      


      

      



      
        
          
             

            


            


          

           


        

        
           


          
            

          

        

        
           


        

      



     

    
 

    


     

    SCHEDULE 6.04(j)

     

    Committed
Investments

     

    Celanese
Chemicals Europe GmbH is signing an agreement to make an equity investment in
ACCSYS TECHNOLOGIES PLC (a company incorporated in England and
Wales).  Purchasing 8,115,883 shares, representing 5.5% of the
equity.  Subscription price set at €2.72/share (5% premium above 2.595
euros per share).  Total price is €22,075,201.76.

     

     

    


     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SCHEDULE 6.04(u)

     

     

    Subsidiaries that may be
transferred under Finco

     

    Celanese
Caylux Holdings Ltd

     

    BCP
Crystal (Cayman) Ltd. 1

     

    Celanese
Caylux Holdings Luxembourg SCA

     

    Celanese
(China) Holding Co., Ltd

     

    Celanese
Emulsions Ltd.

     

    Celanese
Emulsions BV

     

    Tenedora
Tercera de Toluca S. de R.L. de C.V.

     

    Grupo
Celanese S.A.

     

    Elwood
Insurance Limited

     

    Celanese
de Venezuela S.A.

     

    Celanese
do Brasil Ltda.

     

    Celanese
Argentina S.A.

     

    Celanese
Japan Limited

     

    Celanese
Korea Chusik Hoesa

     

    177461
Canada Inc.

     

    Celanese
SA

     

    Celanese
Far East Ltd.

     

    Polyplastics
Co Ltd

     

    Nantong
Cellulose Fibres Co. Ltd

     

    HNA
Acquisition Inc

     

    FKAT
LLC

     

    Celanese
Mexico Holdings LLC

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    SCHEDULE 6.07

     

    Transactions with
Affiliates

     

    Product
Transfer Agreement between Celanese Chemicals Europe GmbH, as Buyer, and
Synthesegasanlage Ruhr GmbH

     

    Ownership
Interest Agreement between Celanese Ltd. and National Methanol Company (IBN Slna
Partnership) — MTBE Commission

     

    Ownership
Interest Agreement between Celanese Ltd. and National Methanol Company (IBN Slna
Partnership) — MEOH Commission

     

    Management
Support Services Agreement between Ticona Polymers Inc. and Fortron Industries,
dated May 14, 1992

     

    Marketing
Services and Rights Agreement between Ticona Polymers Inc. and Fortron
Industries, dated May 14, 1992

     

    Marketing
Services and Rights among Ticona Polymers Inc., Fortron Industries and Korea
Engineering Plastics Co. Ltd.

     

    The
existing intercompany and affiliate indebtedness described on Schedule
6.01

     

    


     

    


     

    


     

     

    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

     

    [FORM
OF]

     

    ASSIGNMENT
AND ACCEPTANCE1

     

    This
Assignment and Acceptance (the “Assignment and
Acceptance”) is dated as of the Effective Date set forth below and is
entered into by and between [the] [each] Assignor identified in item [1] [2]
below] ([the] [each an] “Assignor”) and [the]
[each] Assignee identified in item 2 below ([the] [each an] “Assignee”).  [It
is understood and agreed that the rights and obligations of such [Assignees]
[and Assignors] hereunder are several and not joint.]  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as may be amended, restated, supplemented or
otherwise modified from time to time, 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] [each] Assignee, and [the] [each] Assignee hereby irrevocably purchases
and assumes from [the] [each] Assignor, 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]
[each] Assignor’s rights and obligations in its capacity as a Lender 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 respective
Assignor under the respective facilities identified below (including any RF
Letters of Credit and Swingline Loans included in such facilities) and
(ii) to the extent permitted to be assigned under applicable law, all
claims, suits, causes of action and any other right of [the] [each] Assignor (in
its capacity as a Lender) 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 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
pursuant to clauses (i) and (ii) above being referred to herein collectively as
[the] [each 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.

            	
              Assignor:

            	 


    

     

    
      	
               
      

            	
              2.

            	
              Assignee:

            	 


    

     

    
      	
               
      

            	
              [and
      is an Affiliate/Approved Fund of [Identify Lender]]2

            


    

     

    
      	
               
      

            	
              [1][3]

            	
              Credit
      Agreement:  The Credit Agreement dated as of
      April [    ], 2007, among Celanese Holdings LLC,
      a Delaware limited liability company, Celanese US Holdings LLC, a Delaware
      limited liability company (the “Company”),
      Celanese Americas Corporation, a Delaware corporation, certain other
      subsidiaries of the Company from time to time party thereto, the Lenders
      party thereto from time to time, Deutsche Bank AG, New York Branch, as
      administrative agent and as collateral agent for the Lenders, Merrill
      Lynch Capital Corporation, as syndication agent,
      [                                ],
      as documentation agent and Deutsche Bank AG, Cayman Islands Branch, as
      deposit bank.

            


    

     

    
      	
               
      

            	
              [2.

            	
              Assigned
      Interest:3

            


    

     

    
      	
               

               

               

               

              Assignor

            	
               

               

               

               

              Assignee

            	
               

               

               

              Facility Assigned4

            	
              Aggregate
      Amount of Commitment/Loans under Relevant Facility for all
      Lenders

            	
               

              Amount
      of Commitment/Loans under Relevant Facility Assigned

            
	
              [Name
      of Assignor]

            	
              [Name
      of Assignee]

            	 
      	
               

              __________

            	
               

              __________

            
	
              [Name
      of Assignor]

            	
              [Name
      of Assignee]

            	 
      	
               

              __________

            	
               

              __________

            


    

    


    
      	
               
      

            	
              [4.

            	
              Assigned
      Interest:5

            


    

     

    
      	
               

               

              Facility
      Assigned

            	
              Aggregate
      Amount of Commitment/Loans under Relevant Facility for all
      Lenders

              (in
      Dollars or Dollar Equivalent)

            	
              Amount
      of Commitment/Loans under Relevant Facility Assigned

              (in
      Dollars or Dollar Equivalent)

            
	
              Term
      Loans

            	
              $______________

            	
              $______________

            
	
              Revolving
      Facility Commitment

            	
              $______________

            	
              $______________

            
	
              Credit-Linked
      Commitment

            	
              $______________

            	
              $______________

            


    

    


    
      	
              Assignor[s] Information

            	
              Assignee[s] Information

            
	
              Payment
      Instructions:

            	 
      	
              Payment
      Instructions:

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              Reference:                                 

            	 
      	
              Reference:                             

            
	
              Notice
      Instructions:

            	 
      	
              Notice
      Instructions:

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              Reference:                                 

            	 
      	
              Reference:                             

            


    

    


    Effective
Date:  _____________, __, 200_.  [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]

     

    

      

    

      
      
        	
                1

              	
                This
      Form of Assignment and Acceptance should be used by Lenders for an
      assignment to a single Assignee or to funds managed by the same or related
      investment managers.

              


      

       

    

      
      
        	
                2

              	
                If
      the form is used for a single Assignor and Assignee, items 1 and 2 should
      list the Assignor and the Assignee, respectively.  In the case
      of an assignment to funds managed by the same or related investment
      managers, or an assignment by multiple Assignors, the Assignors and the
      Assignee(s) should be listed in the table under bracketed item 2
      below.

              


      

       

    

      
      
        	
                3

              	
                Insert
      this chart if this Form of Assignment and Acceptance is being used for
      assignments to funds managed by the same or related investment managers or
      for an assignment by multiple Assignors.  Insert additional rows
      as needed.

              


      

       

    

      
      4For
complex multi-tranche assignments a separate chart for each facility should be
used for ease of reference.

    

      
      
        	
                5

              	
                Insert
      this chart if this Form of Assignment and Assumption Agreement is being
      used by a single Assignor for an assignment to a single
      Assignee.

              


      

       

    

    


    
      
        
          
            


             

            A-

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    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:

            


    

     

    [Consented6 to and accepted:

     

    
      	
               
      

            	
              DEUTSCHE
      BANK AG, NEW YORK BRANCH,

            


    

     

    
      	
               
      

            	
              AS
      ADMINISTRATIVE AGENT

            


    

     

    
      	
              By:

            	
              DB
      Services New Jersey, Inc.

            


    

     

    
      	
              By:

            	
              ___________________________________

            


    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title:

            


    

     

    
      	
              By:

            	
              ___________________________________

            


    

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Title:]

            


    

    


    

      

    

      
      
        	
                6

              	
                Consents
      to be included to the extent required by Section 9.04(b) of the Credit
      Agreement.

              


      

       

    

    


    
      
        
          
            


             

            A-

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    [Consented7 to:

     

    
      	
               
      

            	
              CELANESE
      US HOLDINGS LLC

            


    

     

     

    
      	
              By:

            	
              ___________________________________

            


    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title:]

            


    

    


    

      

    

      
      
        	
                7

              	
                Consents
      to be included to the extent required by Section 9.04(b) of the Credit
      Agreement.

              


      

       

    

    


    
      
        
          
            


             

            A-

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    ANNEX
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 Assigned Interest, (ii) the 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) assumes no responsibility with
respect to (i) any statements, warranties or representations made in or in
connection with the Credit Agreement or any other Loan Document, (ii) the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Loan Documents or any collateral thereunder, (iii) the financial
condition of Holdings, the Company, any of the Subsidiaries or their respective
Affiliates or any other person obligated in respect of any Loan Document or
(iv) the performance or observance by Holdings, the Company, any of the
Subsidiaries or their respective Affiliates or any other person of any of their
respective obligations under any Loan 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 satisfies the
requirements, if any, specified in the Credit Agreement that are required to be
satisfied by it in order to acquire the Assigned Interest and become a Lender
(including, if any of the Assigned Interest relates to the Revolving Facility,
the requirement that the Assignee be able to make Revolving Facility Loans in
Dollars and Euros), (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 Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to
Section 5.04 thereof, as applicable, and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender, (v) if it is a
Foreign Lender, attached to this Assignment and Acceptance is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement,
duly completed and executed by the Assignee and (vi) if it has a Revolving
Facility Commitment, it has the capacity to make Revolving Facility Loans in
Dollars and Euros; and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, [the] [each] 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 Loan Documents, and (ii) it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender.

     

    2.           Payments.  From and
after the Effective Date, the Administrative Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to [the] [each] [Assignor for amounts which have accrued
to but excluding the Effective Date and to [the] [each] 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 (INCLUDING
SECTION 5-1401 OF THE GENERAL OBLIGATIONS).

     

    


    


     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B-1

    [FORM
OF]

    BORROWING
REQUEST

     

    
      	
               
      

            	
              Deutsche
      Bank AG, New York Branch

            


    

     

    
      	
               
      

            	
              as
      the Administrative Agent

            


    

     

    
      	
               
      

            	
              for
      the Lenders referred to below

            


    

    60 Wall
Street

    New York,
New York  10005

    


    Attention:  [_______]

    Fax:  (212)
____-______

     

    [Date]

     

    Ladies
and Gentlemen:

     

    Reference
is made to the Credit Agreement dated as of
April [    ], 2007 (as amended, supplemented, waived or
otherwise modified from time to time, the “Credit Agreement”),
among Celanese Holdings LLC, a Delaware limited liability company, Celanese US
Holdings LLC, a Delaware limited liability company (“the Company”), Celanese
Americas Corporation, a Delaware corporation, certain other Subsidiaries of the
Company from time to time party thereto as a borrower (the “Subsidiary
Borrowers”), the Lenders party thereto from time to time, Deutsche Bank
AG, New York Branch, as administrative agent (in such capacity, the “Administrative
Agent”) and as collateral agent for the Lenders, Merrill Lynch Capital
Corporation, as syndication agent and
[                ],
as documentation agent.  Terms defined in the Credit Agreement are
used herein with the same meanings.  This notice constitutes a
Borrowing Request and the Borrower hereby requests Borrowings under the Credit
Agreement, and in that connection the Borrower specifies the following
information with respect to such Borrowings requested hereby:

     

    
      	
               
      

            	
              (A)

            	
              Facility:  ____________________

            


    

     

    
      	
               
      

            	
              (B)

            	
              Aggregate
      Amount of Borrowing8:  ____________________

            


    

     

    
      	
               
      

            	
              (C)

            	
              Date
      of Borrowing (which shall be a Business
      Day):  _________________

            


    

     

    
      	
               
      

            	
              (D)

            	
              Type
      of Borrowing (ABR or
      Eurocurrency):  ____________________

            


    

     

    
      	
               
      

            	
              (E)

            	
              Currency:  _______________

            


    

     

    
      	
               
      

            	
              (F)

            	
              Interest
      Period (if a Eurocurrency Borrowing)9:  ___________________

            


    

     

    
      	
               
      

            	
              (G)

            	
              Location
      and number of the applicable Borrower’s account with the Administrative
      Agent to which proceeds of Borrowing are to be
      disbursed:  ___________________

            


    

     

    [The
Borrower named below hereby represents and warrants that the conditions
specified in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement are
satisfied.]10

     

     

    Very
truly yours,

     

    [BORROWER],

     

    By:        

     

    Name:

     

    Title:

    


    

      

    

      
      
        	
                8

              	
                In
      the case of any Borrowing denominated in Dollars, not less than $5.0
      million and an integral multiple of $1.0 million.  In the case
      of a Borrowing denominated in Euros, not less than €3.0 million and an
      integral multiple of €1.0 million.

              


      

       

    

      
      
        	
                9

              	
                Which
      must comply with the definition of “Interest Period” and end not later
      than the Revolving Facility Maturity Date in the case of Revolving
      Loans.

              


      

       

    

      
      
        	
                10

              	
                To
      be included in Borrowing Requests after the Closing
  Date.

              


      

       

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B-2

     

    FORM OF
REQUEST TO ISSUE

     

    Dated
      11      

     

    
      	
               
      

            	
              Deutsche
      Bank AG, New York Branch,

            


    

    as
Administrative Agent under the Credit Agreement, dated as of
April [    ], 2007 (as amended, restated, modified
and/or supplemented from time to time, this “Agreement”), among
Celanese Holdings LLC, a Delaware limited liability company, Celanese US
Holdings LLC, a Delaware limited liability company (the “Company”), Celanese
Americas Corporation, a Delaware corporation, certain other Subsidiaries of the
Company from time to time party thereto, the Lenders party thereto from time to
time, Deutsche Bank AG, New York Branch, as administrative agent (in such
capacity, the “Administrative
Agent”) and as collateral agent for the Lenders, Merrill Lynch Capital
Corporation, as syndication agent and
[          ], as documentation
agent.

    60 Wall
Street

    New York,
New York  10005 – MS NYC 60-2708

     

    
      	
              Attention:

            	
              Global
      Loan Operations

            


    

     

     

    
      	
               
      

            	
              [Standby]
      Letter of Credit Unit

            


    

     

    With a
copy to:

     

    


     

    [                      ]

     

    [Attention:

     

    


     

    Issuing
Bank:                 ]
12

     

    

      

    

      
      
        	
                11

              	
                Date
      of Letter of Credit Request.

              


      

       

    

      
      
        	
                12

              	
                Insert
      name and address of Issuing Bank in the case of a Request to Issue to any
      Issuing Bank other than Deutsche Bank AG, New York
  Branch.

              


      

       

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Dear
Ladies and Gentlemen:

     

    We hereby
request that the Issuing Bank, in its individual capacity, issue a
[standby][trade][CL][RF] Letter of Credit for the account of [specify account
party] on       13      
(the “Date of
Issuance”), which [CL][RL] Letter of Credit shall be denominated in
[Dollars] [Euros][Cdn$][£][other
Alternative Currency] and shall be in the aggregate amount of       14      .

     

    For the
purposes of this Request to Issue, unless otherwise defined herein, all
capitalized terms used herein and defined in the Credit Agreement shall have the
respective meaning provided therein.

     

    The
beneficiary of the requested [CL][RF] Letter of Credit will be       15      ,
and such [CL][RF] Letter of Credit will have a stated expiration date of       16      .

     

    We hereby
certify that:

     

    (1)           The
representations and warranties contained in the Credit Agreement and in the
other Credit Documents are and will be true and correct in all material
respects, both before and after giving effect to the issuance of the [CL][RF]
Letter of Credit requested hereby, on the Date of Issuance (it being understood
and agreed that any representation or warranty which by its terms is made as of
a specified date shall be required to be true and correct in all material
respects only as of such specified date); and

     

    (2)           No
Default or Event of Default has occurred and is continuing nor, after giving
effect to the issuance of the [CL][RF] Letter of Credit requested hereby, would
such a Default or an Event of Default occur.

     

    [Signature
on the following page]

    

      

    

      
      
        	
                13

              	
                Date
      of Issuance, which shall be (i) at least two Business Days from the date
      hereof (or such shorter period as is acceptable to the respective Issuing
      Bank) and (ii) not later than the 5th
      day prior to the Revolving Loan Maturity
Date.

              


      

       

    

      
      
        	
                14

              	
                Insert
      initial aggregate face amount.

              


      

       

    

      
      
        	
                15

              	
                Insert
      name and address of beneficiary.

              


      

       

    

      
      
        	
                16

              	
                Insert
      the last date upon which drafts may be presented which may not be later
      than the earlier of (x) in the case of standby Letters of Credit, at or
      prior to the close of business on the earlier of (A) one year after the
      date of issuance (or, in the case of any renewal or extension thereof, one
      year after such renewal or extension) and (B) five Business Days prior to
      the Revolving Facility Maturity Date or (y) in the case of trade Letters
      of Credit, at or prior to the close of business on the earlier of (A) 1
      year after the date of issuance and (B) 30 days prior to the Revolving
      Facility Maturity Date.

              


      

       

    

    


    
      
        
          
            


             

            --

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    CELANESE
US HOLDINGS LLC

     

     

    
      	
               
      

            	
              By:  ___________________________

            


    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title

            


    

    


     

    


    


    
      
        
          
            


             

            --

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
C

     

    [FORM
OF]

     

    SWINGLINE
BORROWING REQUEST

     

    Deutsche
Bank AG, New York Branch

     

       as
the Administrative Agent

     

       for
the Lenders referred to below

     

    60 Wall
Street

     

    New York,
New York  10005

     

    


     

    Attention:  [_______]

     

    Fax:  (212)
____-______

     

    [Date]

     

    Ladies
and Gentlemen:

     

    Reference
is made to the Credit Agreement dated as of
April [    ], 2007 (as amended, supplemented, waived or
otherwise modified from time to time, the “Credit Agreement”),
among Celanese Holdings LLC, a Delaware limited liability company, Celanese US
Holdings LLC, a Delaware limited liability company (the “Company”), Celanese
Americas Corporation, a Delaware corporation, certain subsidiaries of the
Company from time to time party thereto as a borrower, the Lenders party thereto
from time to time, Deutsche Bank AG, New York Branch, as administrative agent
and as collateral agent for the Lenders, Merrill Lynch Capital Corporation, as
syndication agent and
[               ],
as documentation agent.  Terms defined in the Credit Agreement are
used herein with the same meanings.  This notice constitutes a
Swingline Borrowing Request and the Borrower hereby requests Borrowings under
the Credit Agreement, and in that connection the Borrower specifies the
following information with respect to such Borrowings requested
hereby:

     

    (A)           Type
of Borrowing:  ____________________

     

    (B)           Aggregate
Amount of Borrowing17:  ____________________

     

    (C)           Date
of Borrowing (which shall be a Business
Day):  _________________

     

    (D)           [Interest
Period (if a Swingline Euro Borrowing)18: _____________________]

     

    (E)           Location
and number of Borrower’s account to which proceeds of Borrowing are to be
disbursed:  ______________________

     

    The
Borrower named below hereby represents and warrants that the conditions
specified in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement are
satisfied.

     

     

    Very
truly yours,

     

    [BORROWER],

     

    By:           

     

     

    Name:

     

     

    Title:

     

    


    


    

      

    

      
      
        	
                17

              	
                In
      the case of a Swingline Dollar Borrowing, not less than $500,000 and an
      integral multiple of $500,000.  In the case of a Swingline Euro
      Borrowing, not less than €500,000 and an integral multiple of
      €500,000.

              


      

       

    

      
      
        	
                18

              	
                Which
      must comply with the definition of “Interest Period” and end not later
      than seven days from borrowing
dates.

              


      

       

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    EXHIBIT
D

     

    


     

    [Reserved]

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
E

     

    [FORM
OF]

     

    REAL
PROPERTY OFFICERS’ CERTIFICATE

     

    The
undersigned, a duly qualified [Authorized Officer] of
[          ], a
[        ]
[     ] (the “Company”), the owner
of Mortgaged Property, as shown on attached Exhibit A, hereby
certifies in such capacity in connection with that certain credit agreement (as
amended, amended and restated, supplemented, refinanced, replaced or otherwise
modified from time to time, the “Credit Agreement”;
defined terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement), dated as of
April [    ], 2007, among Celanese Holdings LLC, a
Delaware limited liability company, Celanese US Holdings LLC, a Delaware limited
liability company (the “Company”), certain
other subsidiaries of the Company from time to time party thereto as a borrower,
the Lenders party thereto from time to time, and Deutsche Bank AG, New York
Branch, as administrative agent and as collateral agent for the Lenders, that
with respect to the Mortgaged Property, as of the date hereof:

     

    
      	
               
      

            	
              (i)

            	
              there
      has been issued and is in effect a valid and proper permanent certificate
      of occupancy or other local equivalent, if any, for the use then being
      made of such Mortgaged Property, and that no Loan Parties have received
      written notices of any outstanding citation, violation or similar notice
      indicating that such Mortgaged Property contains conditions which are not
      in compliance with local codes, ordinances or regulations relating to
      building or fire safety or structural soundness or zoning or land
      use.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              there
      is no currently occurring or pending Taking or Destruction of the
      Mortgaged Property or any improvements located thereon, and to the best
      knowledge of [      ] [Authorized Officer]
      no Taking has been threatened. As used herein, the capitalized term
      “Taking” shall mean any taking of the Mortgaged Property and/or the
      improvements located thereon or any portion thereof, in or by condemnation
      or other eminent domain proceedings pursuant to any law, general or
      special, or by reason of the temporary requisition or use thereof, by any
      Governmental Authority.  As used herein, the capitalized term
      “Destruction” shall mean any and all damage to, or loss or destruction of,
      all or any portion of the Mortgaged Property and the improvements located
      thereon resulting in payments of more than $100,000
    therefor.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              to
      the best knowledge of
      [             ],
      [Authorized Officer], there are no disputes regarding boundary lines,
      location, encroachment or possession of such  Mortgaged Property
      and no state of facts existing which could give rise to any such
      claim.

            


    

     

    The
undersigned has executed this Real Property Officers’ Certificate and has
certified to matters set forth herein, solely in [his/her] own capacity as a
qualified officer of the Company and not in [his/her] individual
capacity.

     

    [The
remainder of this page has been intentionally left blank]

    


    
      
        
          
            E-

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the Company has caused this Real Property Officers’ Certificate
to be executed by the undersigned as of this date.

     

     

    [               ]

     

    
      	
               
      

            	
              By:

            	 	 


    

     

     

    
      	
               
      

            	
              Name:

            


    

     

     

    
      	
               
      

            	
              Title:

            


    

     

    Dated:  _________________,
200_

    


    
      
        
          
            E-

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

     

    


     

    MORTGAGED
PROPERTY

     

    
      	
              ·  

            	
              [Address],
      [City], [State]

            


    

     

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
F

     

    [SUBORDINATION
LANGUAGE]

     

    All
obligations of the [Borrower] (the “Payor”)to the
[Lender] (the “Payee”) under this
Note shall be subordinate and junior to the Senior Obligations (as defined
below) to the extent and in the manner hereinafter set forth in clauses (a), (b)
and (c) below.  Notwithstanding any other provisions of this Agreement
to the contrary, so long as any Senior Obligations remain outstanding and until
the Credit Agreement as defined below has been terminated and all Senior
Obligations owed thereunder are repaid in full, no payment hereunder or under
the Note shall be made if an Event of Default under and as defined in the Credit
Agreement then exists, unless consented to by the Administrative Agent under the
Credit Agreement dated as of April [  ], 2007 (as amended, modified,
changed, restated or refinanced, the “Credit Agreement”) among, inter alia, the Company and
the Lenders party thereto.

     

     

    As used
herein, “Senior Obligations” mean the principal of, premium, if any, and
interest (including any interest accruing subsequent to the filing of a petition
of bankruptcy at the rate provided for in the documentation with respect
thereto, whether or not such interest is an allowed claim under applicable law)
on any Obligations of the Company, whether outstanding on the Effective Date or
thereafter created, incurred or assumed.  Without limiting the
generality of the foregoing, “Senior Obligations” shall also include the
principal of, premium, if any, interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on, and all other amounts owing in respect
of (including guarantees of the foregoing obligations)

     

    (i)           all
monetary obligations of every nature of the Company under, or with respect to,
the Obligations, including, without limitation, obligations to pay principal,
premium and interest, reimbursement obligations under letters of credit, fees,
expenses and indemnities (and guarantees thereof); and

     

    (ii)           all
Obligations under Swap Agreements (as defined in the Credit Agreement) (and
guarantees thereof);

     

    in each
case whether outstanding on the Effective Date or thereafter created, incurred
or assumed.

     

    Subordination
Provisions

    


    (a)           In
the event of any insolvency or bankruptcy proceedings, and any receivership,
liquidation, reorganization or other similar proceedings in connection
therewith, relative to any Payor or to its creditors, as such, or to its
property, and in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of such Payor, whether or not involving
insolvency or bankruptcy, then (x) the holders of Senior Obligations shall be
paid in full in cash in respect of all amounts constituting Senior Obligations
before any Payee is entitled to receive (whether directly or indirectly), or
make any demands for, any payment on account of this Note and (y) until the
holders of Senior Obligations are paid in full in cash in respect of all amounts
constituting Senior Obligations, any payment or distribution to which such Payee
would otherwise be entitled (other than debt securities of such Payor that are
subordinated, to at least the same extent as this Note, to the payment of all
Senior Obligations then outstanding (such securities being hereinafter referred
to as “Restructured
Debt Securities”)) shall be made to the holders of Senior
Obligations;

     

                    (b)if any default occurs and is
continuing with respect to any Senior Obligations (including any Default under
the Credit Agreement), then no payment or distribution of any kind or character
shall be made by or on behalf of the Payor or any other Person on its behalf
with respect to this Note; and

     

                    (c)if any payment or distribution of any
character, whether in cash, securities or other property (other than
Restructured Debt Securities), in respect of this Note shall (despite these
subordination provisions) be received by any Payee in violation of clause (i) or
(ii) before all Senior Obligations shall have been paid in full in cash, such
payment or distribution shall be held in trust for the benefit of, and shall be
paid over or delivered to, the holders of Senior Obligations (or their
representatives), ratably according to the respective aggregate amounts
remaining unpaid thereon, to the extent necessary to pay all Senior Obligations
in full in cash.

     

    


    


    


     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
G-1

     

    [FORM
OF]

     

    REVOLVING
BORROWER AGREEMENT

     

    Deutsche
Bank AG, New York Branch

     

       as
the Administrative Agent

     

       for
the Lenders referred to below

     

    60 Wall
Street

     

    New York,
New York  10005

     

    


     

    Attention:  [_______]

     

    Fax:  (212)
____-______

     

    [Date]

     

    Ladies
and Gentlemen:

     

    Reference
is made to the Credit Agreement dated as of
April [    ], 2007 (as amended, supplemented, waived or
otherwise modified from time to time, the “Credit Agreement”),
among Celanese Holdings LLC, a Delaware limited liability company, Celanese US
Holdings LLC, a Delaware limited liability company (the “Company”), Celanese
Americas Corporation, a Delaware corporation, certain other subsidiaries of the
Company from time to time party thereto as a borrower, the Lenders party thereto
from time to time, Deutsche Bank AG, New York Branch, as administrative agent
(in such capacity, the “Administrative
Agent”) and as collateral agent for the Lenders, Merrill Lynch Capital
Corporation, as syndication agent and
[                ],
as documentation agent.  Terms defined in the Credit Agreement are
used herein with the same meanings.

     

    Under the
Credit Agreement, the Lenders have agreed, upon the terms and subject to the
conditions set forth therein, to make Loans to the Company and each Issuing Bank
has agreed to issue RF Letters of Credit for the account of the Company and the
other Revolving Borrowers.  The Company and
[                        ]
desire that the Subsidiary Revolving Borrower become a Revolving Borrower to
make Borrowings under the Revolving Facility and to have RF Letters of Credit
issued for its account under the Revolving Facility.  Each of the
Company and the Subsidiary Revolving Borrower represent and warrant that (a) the
representations and warranties set forth in Article III of the Credit Agreement
to the extent related to the Subsidiary Revolving Borrower and this Revolving
Borrower Agreement (this “Agreement”) are true
and correct in all material respects on and as of the date hereof with the same
effect as though made on and as of such date and (b) the Subsidiary Revolving
Borrower is a Wholly Owned Subsidiary and the applicable provisions of Section
5.10 of the Credit Agreement has been complied with in respect of the Subsidiary
Revolving Borrower.  Upon execution of this Agreement by each of the
parties hereto, the Subsidiary Revolving Borrower shall become a party to the
Credit Agreement and a “Revolving Borrower” and a “Borrower” thereunder for the
purposes specified in the second sentence of this paragraph and for purposes of
each other Loan Document, and the Subsidiary Revolving Borrower hereby agrees to
be bound by all provisions of the Credit Agreement.

     

    Each
Subsidiary Revolving Borrower that is a Foreign Subsidiary hereto irrevocably
and unconditionally appoints the Celanese US Holdings LLC with an office on the
date hereof at 1601 West LBJ Freeway, Dallas, Texas 75234 and its successors
hereunder (the “Process Agent”), as
its agent to receive on behalf of each such Subsidiary Revolving Borrower and
its property all writs, claims, process, and summonses in any action or
proceeding brought against it in the United States.  Such service may
be made by mailing or delivering a copy of such process to the respective
Subsidiary Revolving Borrower in care of the Process Agent at the address
specified above for the Process Agent, and such Subsidiary Revolving Borrower
irrevocably authorizes and directs the Process Agent to accept such service on
its behalf.  Failure by the Process Agent to give notice to the
respective Subsidiary Revolving Borrower, or failure of the respective
Subsidiary Revolving Borrower, to receive notice of such service of process
shall not impair or affect the validity of such service on the Process Agent or
any such Subsidiary Revolving Borrower, or of any judgment based
thereon.  Each Subsidiary Revolving Borrower that is a Foreign
Subsidiary hereto covenants and agrees that it shall take any and all reasonable
action, including the execution and filing of any and all documents, that may be
necessary to continue the designation of the Process Agent above in full force
and effect, and to cause the Process Agent to act as such.  Each
Subsidiary Revolving Borrower that is a Foreign Subsidiary hereto further
covenants and agrees to maintain at all times an agent with offices in the
United States to act as its Process Agent.  Nothing herein shall in
any way be deemed to limit the ability to serve any such writs, process or
summonses in any other manner permitted by applicable law.

     

    This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.  This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which, when
taken together, shall constitute but one contract.

     

    [Signature
Page Follows]

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their authorized officers as of
[                       ],
20[  ].

     

     

    CELANESE
US HOLDINGS LLC

     

     

    
      	
               
      

            	
              By:

            	 


    

     

     

    
      	
               
      

            	
              Name:

            


    

     

     

    
      	
               
      

            	
              Title:

            


    

     

     

    [SUBSIDIARY
REVOLVING BORROWER]

     

     

    
      	
               
      

            	
              By:

            	 


    

     

     

    
      	
               
      

            	
              Name:

            


    

     

     

    
      	
               
      

            	
              Title:

            


    

     

    


    


    
      
        
          
            E-

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
G-2

     

    [FORM
OF]

    REVOLVING
BORROWER TERMINATION

     

    Deutsche
Bank AG, New York Branch

     

       as
the Administrative Agent

     

       for
the Lenders referred to below

     

    60 Wall
Street

     

    New York,
New York  10005

     

    


     

    Attention:  [_______]

     

    Fax:  (212)
____-______

     

    [Date]

     

    Ladies
and Gentlemen:

     

    Reference
is made to the Credit Agreement dated as of
April [    ], 2007 (as amended, supplemented, waived or
otherwise modified from time to time, the “Credit Agreement”),
among Celanese Holdings LLC, a Delaware limited liability company, Celanese US
Holdings LLC, a Delaware limited liability company (the “Company”), Celanese
Americas Corporation, a Delaware corporation, certain other subsidiaries of the
Company from time to time party thereto as a borrower under the Revolving
Facility provided for therein (the “Subsidiary Revolving
Borrowers” and together with the Company the “Borrowers”), the
Lenders party thereto from time to time, and Deutsche Bank AG, New York Branch,
as administrative agent and as collateral agent for the Lenders. Terms defined
in the Credit Agreement are used herein with the same meanings.

     

    Pursuant
to Section 2.20 of the Credit Agreement, the Company hereby terminates the
status of [          ] (the
“Terminated Subsidiary
Revolving Borrower”) as a Subsidiary
Revolving Borrower under the Credit Agreement.  The Company represents
and warrants that (a) no Loans made to, or RF Letters of Credit issued for the
account of, the Terminated Subsidiary Revolving Borrower are outstanding as of
the date hereof, and (b) all amounts payable by the Terminated Subsidiary
Revolving Borrower in respect of interest and/or fees (and, to the extent
notified by the Administrative Agent, the Collateral Agent or any Lender, any
other amounts payable under the Credit Agreement or any other Loan Document)
pursuant to the Credit Agreement or any other Loan Document have been paid in
full on or prior to the date hereof.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    Very
truly yours,

     

    CELANESE
US HOLDINGS LLC

     

     

    
      	
               
      

            	
              By:

            	 


    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title:

            


    

    


    


    
      
        
          
            E-

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
H

     

    MANDATORY
COSTS FORMULAE

     

    
      	
              I.  

            	
              Definitions

            


    

     

    In this
Exhibit
H:

     

    “Act” means the Bank
of England Act of 1998.

     

    The term
“special
deposits” has the meanings ascribed to it from time to time under or
pursuant to the Act or (as may be appropriate) by the Bank of
England.

     

    “Fees Rules” means the
rules on periodic fees in the Supervision Manual of the FSA or such other law or
regulation as may be in force from time to time in respect of the payment of
fees for the acceptance of deposits.

     

    “FSA” means the
Financial Services Authority.

     

    “Fee Tariffs" means
the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit
acceptors (ignoring any minimum fee or zero rated fee required pursuant to the
Fees Rules but taking into account any applicable discount rate).

     

    “Participating Member
State” means any member state of the European Union that adopts or has
adopted the Euro as its lawful currency in accordance with the legislation of
the European Union relating to Economic and Monetary Union.

     

    “Reference Banks”
means, in relation to LIBOR and Mandatory Cost the principal London offices of
[     ], [    ] and
[   ] [and, in relation to EURIBOR, the principal office in
[   ] of [   ], [    ] and
[    ]] or such other banks as may be appointed by the
Administrative Agent in consultation with the Borrowers.

     

    “Tariff Base” has the
meaning ascribed to it for the purposes of, and shall be calculated in
accordance with, the Fees Regulations.

     

    Any
reference to a provision of any statute, directive, order or regulation herein
is a reference to that provision as amended or re-enacted from time to
time.  Capitalized terms used but not defined in this Exhibit H shall
have the meanings ascribed to them in the Credit Agreement dated as of April
[  ], 2007 (as amended, supplemented, waived or otherwise modified
from time to time, the “Credit Agreement”),
among Celanese Holdings LLC, a Delaware limited liability company, Celanese US
Holdings LLC, a Delaware limited liability company (the “Company”), Celanese
Americas Corporation, a Delaware Corporation, certain other subsidiaries of the
Company from time to time party thereto as a borrower, the Lenders party thereto
from time to time, Deutsche Bank AG, New York Branch, as administrative agent
(in such capacity, the “Administrative
Agent”) and as collateral agent  for the Lenders, Merrill Lynch
Capital Corporation, as syndication agent and
[                    ]
as documentation agent.

     

    
      	
              II.  

            	
              Calculation
      of the Mandatory Costs Rate

            


    

     

    The
Mandatory Cost is an addition to the interest rate to compensate Lenders for the
cost of compliance with (a) the requirements of the Bank of England and/or the
FSA (or, in either case, any other authority which replaces all or any of its
functions) or (b) the requirements of the European Central Bank.

     

    On the
first day of each Interest Period (or as soon as possible thereafter) the
Administrative Agent shall calculate, as a percentage rate, a rate (the "Additional Cost
Rate") for each Lender, in accordance with the paragraphs set out
below.  The Mandatory Cost will be calculated by the Administrative
Agent as a weighted average of the Lenders' Additional Cost Rates (weighted in
proportion to the percentage participation of each Lender in the relevant Loan)
and will be expressed as a percentage rate per annum.

     

    
      	
              III.  

            	
              The
      Additional Cost Rate for any Lender lending from an office in a
      Participating Member State will be the percentage notified by that Lender
      to the Administrative Agent.  This percentage will be certified
      by that Lender in its notice to the Agent to be its reasonable
      determination of the cost (expressed as a percentage of that Lender's
      participation in all Loans made from that office) of complying with the
      minimum reserve requirements of the European Central Bank in respect of
      loans made from that office.

            


    

     

    
      	
              IV.  

            	
              The
      Additional Cost Rate for any Lender lending from an office in the United
      Kingdom will be calculated by the Administrative Agent as
      follows:

            


    

     

    in
relation to a Loan in Euros:

     

    [Missing
Graphic Reference] per cent per annum.

     

    Where:

     

    
      	
               
      

            	
              E

            	
              is
      designed to compensate Lenders for amounts payable under the Fees Rules
      and is calculated by the Administrative Agent as being the average of the
      most recent rates of charge supplied by the Reference Banks to the
      Administrative Agent pursuant to paragraph 7 below and expressed in pounds
      per £1,000,000.

            


    

     

    
      	
              V.  

            	
              If
      requested by the Administrative Agent, each Reference Bank shall, as soon
      as practicable after publication by the FSA, supply to the Administrative
      Agent, the rate of charge payable by that Reference Bank to the FSA
      pursuant to the Fees Rules in respect of the relevant financial year of
      the FSA (calculated for this purpose by that Reference Bank as being the
      average of the Fee Tariffs applicable to that Reference Bank for that
      financial year) and expressed in pounds per £1,000,000 of the Tariff Base
      of that Reference Bank.

            


    

     

    
      	
              VI.  

            	
              Each
      Lender shall supply any information required by the Administrative Agent
      for the purpose of calculating its Additional Cost Rate.  In
      particular, but without limitation, each Lender shall supply the following
      information on or prior to the date on which it becomes a
      Lender:

            


    

     

    (a)           the
jurisdiction of its office; and

     

    (b)           any
other information that the Administrative Agent may reasonably require for such
purpose.

     

    
      	
              VII.  

            	
              Each
      Lender shall promptly notify the Administrative Agent of any change to the
      information provided by it pursuant to this
  paragraph.

            


    

     

    
      	
              VIII.  

            	
              The
      rates of charge of each Reference Bank for the purpose of E above shall be
      determined by the Administrative Agent based upon the information supplied
      to it pursuant to paragraphs 5 and 6 above and on the assumption that,
      unless a Lender notifies the Administrative Agent to the contrary, each
      Lender's obligations in relation to cash ratio deposits and Special
      Deposits are the same as those of a typical bank from its jurisdiction of
      incorporation with an office in the same jurisdiction as its relevant
      office.

            


    

     

    The
Administrative Agent shall have no liability to any person if such determination
results in an Additional Cost Rate which over or under compensates any Lender
and shall be entitled to assume that the information provided by any Lender or
Reference Bank pursuant to paragraphs 3, 5 and 6 above is true and correct in
all respects.

     

    The
Administrative Agent shall distribute the additional amounts received as a
result of the Mandatory Cost to the Lenders on the basis of the Additional Cost
Rate for each Lender based on the information provided by each Lender and each
Reference Bank pursuant to paragraphs 3, 5 and 6 above.

     

    Any
determination by the Administrative Agent pursuant to this Exhibit H in relation
to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable
to a Lender shall, in the absence of manifest error, be conclusive and binding
on all parties to the Credit Agreement (the “Parties”).

     

    The
Administrative Agent may from time to time, after consultation with the Company
and the Lenders, determine and notify to all Parties any amendments which are
required to be made to this Exhibit H in order to comply with any change in law,
regulation or any requirements from time to time imposed by the Bank of England,
the FSA or the European Central Bank (or, in any case, any other authority which
replaces all or any of its functions) and any such determination shall, in the
absence of manifest error, be conclusive and binding on all
Parties.

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT I

     

    [FORM
OF]

     

    SOLVENCY
CERTIFICATE

     

    I, the
undersigned, the
[                       ]
of Celanese Holdings LLC (“Holdings”), DO HEREBY CERTIFY on behalf of
Holdings that:

     

    1.           This
Certificate is furnished pursuant to Section 4.02(j) of the Credit Agreement (as
in effect on the date of this Certificate), dated as of April
[   ], 2007 (the “Credit Agreement”),
among Celanese Holdings LLC, a Delaware limited liability company, Celanese US
Holdings LLC, a Delaware limited liability company (the “Company”), Celanese
Americas Corporation, a Delaware corporation, certain other subsidiaries of the
Company from time to time party thereto as a borrower, the Lenders party thereto
from time to time, Deutsche Bank AG, New York Branch, as administrative agent
and as collateral agent for the Lenders, Merrill Lynch Capital Corporation, as
syndication agent and
[                ],
as documentation agent.  Terms defined in the Credit Agreement are
used herein with the same meanings.

     

    2.           Immediately
after giving effect to the Transaction (a) the fair value of the assets of
Holdings and its Subsidiaries on a consolidated basis at a fair valuation will
exceed the debts and liabilities, direct, subordinated, contingent or otherwise,
of Holdings and its Subsidiaries on a consolidated basis, respectively;
(b) the present fair saleable value of the property of Holdings and its
Subsidiaries on a consolidated basis will be greater than the amount that will
be required to pay the probable liability of Holdings and its Subsidiaries on a
consolidated basis on their debts and other liabilities, direct, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and
matured; (c) Holdings and its Subsidiaries on a consolidated basis are able
to pay their debts and liabilities, direct, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured; and
(d) Holdings and its Subsidiaries on a consolidated basis will not have
unreasonably small capital with which to conduct the business in which they are
engaged as such businesses are now conducted and are proposed to be conducted
following the Effective Date.

     

    3.           Holdings
does not intend to, and does not believe that it or any of its Material
Subsidiaries will incur debts beyond its ability to pay such debts as they
mature, taking into account the timing and amounts of cash to be received by it
or any such subsidiary and the timing and amounts of cash to be payable on or in
respect of its Indebtedness or the Indebtedness of any such
subsidiary.

     

    [Signature
Page Follows]

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, I have hereunto set my hand this [___] day of April,
2007.

     

     

    CELANESE
HOLDINGS LLC

     

     

    
      	
               
      

            	
              By:

            	 	 


    

     

     

    
      	
               
      

            	
              Name:

            


    

     

     

    
      	
               
      

            	
              Title:

            


    

     

    


    


     

    


    


    
      
        
          
            E-

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    



    
      
        
           


        

        
           


          
            

          

        

        
           


          
            EXHIBIT
J

          

        

      

    

    


    


    [FORM OF]
GUARANTEE AND COLLATERAL AGREEMENT

     

    dated and
effective as of

     

    [                           ],
2007

     

    among

     

    CELANESE
HOLDINGS LLC,

     

    CELANESE
US HOLDINGS LLC,

     

    CELANESE
AMERICAS CORPORATION,

     

    THE OTHER
GUARANTOR SUBSIDIARIES

     

    and

     

    DEUTSCHE
BANK AG, NEW YORK BRANCH,

     

    as
Collateral Agent

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE OF
CONTENTS

     

    Page

     

     

    ARTICLE
I.

     

     

    


     

     

    Definitions

     

    
      	
               
      

            	
              SECTION
      1.01.

            	
              Credit
      Agreement 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      1.02.

            	
              Other
      Defined Terms 

            	
               

            


    

     

    ARTICLE
II.

     

     

    


     

     

    Guarantee

     

    
      	
               
      

            	
              SECTION
      2.01.

            	
              Guarantee 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      2.02.

            	
              Guarantee
      of Payment 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      2.03.

            	
              No
      Limitations, etc. 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      2.04.

            	
              Reinstatement 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      2.05.

            	
              Agreement
      to Pay; Subrogation 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      2.06.

            	
              Information 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      2.07.

            	
              Maximum
      Liability 

            	
               

            


    

     

    ARTICLE
III.

     

     

    


     

     

    Pledge of
Securities

     

    
      	
               
      

            	
              SECTION
      3.01.

            	
              Pledge 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      3.02.

            	
              Delivery
      of the Pledged Collateral 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      3.03.

            	
              Representations,
      Warranties and Covenants 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      3.04.

            	
              [Reserved] 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      3.05.

            	
              Registration
      in Nominee Name; Denominations 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      3.06.

            	
              Voting
      Rights; Dividends and Interest, etc. 

            	
               

            


    

     

    ARTICLE
IV.

     

     

    


     

     

    Security
Interests in Personal Property

     

    
      	
               
      

            	
              SECTION
      4.01.

            	
              Security
      Interest 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      4.02.

            	
              Representations
      and Warranties 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      4.03.

            	
              Covenants 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      4.04.

            	
              Other
      Actions 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      4.05.

            	
              Covenants
      Regarding Patent, Trademark and Copyright Collateral 

            	
               

            


    

     

    ARTICLE
V.

     

     

    


     

     

    Remedies

     

    
      	
               
      

            	
              SECTION
      5.01.

            	
              Remedies
      Upon Default 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      5.02.

            	
              Application
      of Proceeds 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      5.03.

            	
              Grant
      of License to Use Intellectual Property 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      5.04.

            	
              Securities
      Act, etc. 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      5.05.

            	
              Registration,
      etc. 

            	
               

            


    

     

    ARTICLE
VI.

     

     

    


     

     

    Indemnity,
Subrogation and Subordination

     

    
      	
               
      

            	
              SECTION
      6.01.

            	
              Indemnity
      and Subrogation 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      6.02.

            	
              Contribution
      and Subrogation 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      6.03.

            	
              Subordination 

            	
               

            


    

     

    ARTICLE
VII.

     

     

    


     

     

    Miscellaneous

     

    
      	
               
      

            	
              SECTION
      7.01.

            	
              Notices 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      7.02.

            	
              Security
      Interest Absolute 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      7.03.

            	
              [Reserved] 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      7.04.

            	
              Binding
      Effect; Several Agreement 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      7.05.

            	
              Successors
      and Assigns 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      7.06.

            	
              Collateral
      Agent’s Fees and Expenses; Indemnification 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      7.07.

            	
              Collateral
      Agent Appointed Attorney-in-Fact 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      7.08.

            	
              GOVERNING
      LAW 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      7.09.

            	
              Waivers;
      Amendment 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      7.10.

            	
              WAIVER
      OF JURY TRIAL 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      7.11.

            	
              Severability 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      7.12.

            	
              Counterparts 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      7.13.

            	
              Headings 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      7.14.

            	
              Jurisdiction;
      Consent to Service of Process 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      7.15.

            	
              Termination
      or Release 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      7.16.

            	
              Additional
      Parties 

            	
               

            


    

    
      	
               
      

            	
              SECTION
      7.17.

            	
              Right
      of Set-off 

            	
               

            


    

    


    Schedules

     

    Schedule
I                           Subsidiary
Parties

    Schedule
II                           Capital
Stock; Debt Securities

    Schedule
III                           Intellectual
Property

     

    Exhibits

     

    Exhibit
I                           Form
of Supplement

    Exhibit
II                           Form
of Perfection Certificate

    


    


    
      
        
          
            --

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    GUARANTEE
AND COLLATERAL AGREEMENT dated and effective as of
[                         ],
2007 (this “Agreement”), among
CELANESE HOLDINGS LLC (the “Holdings”), CELANESE
US HOLDINGS LLC (the “Company”), CELANESE AMERICAS CORPORATION (“CAC”), each GUARANTOR
SUBSIDIARY party hereto and DEUTSCHE BANK AG, NEW YORK BRANCH, as Collateral
Agent (in such capacity, the “Collateral Agent”)
for the Secured Parties (as defined below).

     

    Reference
is made to the Credit Agreement dated as of April [  ], 2007 (as
amended, supplemented, waived or otherwise modified from time to time, the
“Credit
Agreement”), among Holdings, the Company, CAC, certain other subsidiaries
of the Company from time to time party thereto as a borrower, the LENDERS party
thereto from time to time, DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as
administrative agent (in such capacity, the “Administrative
Agent”), and as Collateral Agent, MERRILL LYNCH CAPITAL CORPORATION
(“MLCC”), as
syndication agent (in such capacity, the “Syndication Agent”),
BANK OF AMERICA, N.A., as documentation agent (in such capacity, the “Documentation
Agent”), and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as Deposit Bank (in
such capacity, the “Deposit
Bank”).

     

    The
obligations of the Lenders to extend and to maintain credit pursuant to the
Credit Agreement are conditioned upon, among other things, the execution and
delivery of this Agreement.  Holdings, the Company, CAC and the
Guarantor Subsidiaries will derive substantial benefits from such extensions of
credit and are willing to execute and deliver this Agreement in order to induce
the Lenders to extend such credit.  Accordingly, the parties hereto
agree as follows:

     

     

    ARTICLE
I.                      

     

     

    


     

     

    Definitions

     

    SECTION
1.01. Credit
Agreement

     

    .

     

    (a) Capitalized
terms used in this Agreement and not otherwise defined herein have the
respective meanings assigned thereto in the Credit Agreement.  All
terms defined in the New York UCC (as defined herein) and not defined in this
Agreement have the meanings specified therein.

     

    (b) The rules
of construction specified in Section 1.02 of the Credit Agreement also apply to
this Agreement.

     

    SECTION
1.02. Other Defined
Terms

     

    .  As
used in this Agreement, the following terms have the meanings specified
below:

     

    “Account Debtor” means
any person who is or who may become obligated to any Guarantor under, with
respect to or on account of an Account.

     

    “Article 9 Collateral”
has the meaning assigned such term in Section 4.01.

     

    “Claiming Guarantor”
has the meaning assigned such term in Section 6.02.

     

    “Collateral” means
Article 9 Collateral and Pledged Collateral.

     

    “Contributing
Guarantor” has the meaning assigned such term in Section
6.02.

     

    “Control Agreement”
means a securities account control agreement or commodity account control
agreement, as applicable, in form and substance reasonably satisfactory to the
Collateral Agent.

     

    “Copyright License”
means any written agreement, now or hereafter in effect, granting any right to
any third party under any Copyright now or hereafter owned by any Guarantor or
that any Guarantor otherwise has the right to license, or granting any right to
any Guarantor under any Copyright now or hereafter owned by any third party, and
all rights of any Guarantor under any such agreement.

     

    “Copyrights” means all
of the following now owned or hereafter acquired by any
Guarantor:  (a) all copyright rights in any work subject to the
copyright laws of the United States or any other country, whether as author,
assignee, transferee or otherwise; and (b) all registrations and applications
for registration of any such Copyright in the United States or any other
country, including registrations, supplemental registrations and pending
applications for registration in the United States Copyright Office, including
those listed on Schedule
III.

     

    “Credit Agreement” has
the meaning assigned to such term in the preliminary statement of this
Agreement.

     

    “Equity Interests” has
the meaning provided in the Credit Agreement but excluding any interest
otherwise included in such definition that is not a “security” or “financial
asset” under Article VIII of the New York UCC.

     

    “Federal Securities
Laws” has the meaning assigned to such term in Section 5.04.

     

    “General Intangibles”
means all “General Intangibles” as defined in the New York UCC, including all
choses in action and causes of action and all other intangible personal property
of any Guarantor of every kind and nature (other than Accounts) now owned or
hereafter acquired by any Guarantor, including corporate or other business
records, indemnification claims, contract rights (including rights under leases,
whether entered into as lessor or lessee, Swap Agreements and other agreements),
Intellectual Property, goodwill, registrations, franchises, tax refund claims
and any letter of credit, guarantee, claim, security interest or other security
held by or granted to any Guarantor to secure payment by an Account Debtor of
any of the Accounts.

     

    “Guaranteed
Obligations” means, as to each Guarantor, all of the Obligations not owed
directly by it.

     

    “Guaranteed Party”
means, with respect to all Guaranteed Obligations, the Collateral Agent, the
Administrative Agent and/or the Lenders to which such Guaranteed Obligations are
owed.

     

    “Guarantor” means, so
long as such Person is a party hereto, each of Holdings, CAC and each Subsidiary
Party.

     

    “Intellectual
Property” means all intellectual and similar property of every kind and
nature now owned or hereafter acquired by any Guarantor, including inventions,
designs, Patents, Copyrights, Trademarks, Patent Licenses, Copyright Licenses,
Trademark Licenses, trade secrets, domain names, confidential or proprietary
technical and business information, know how or show how and all related
documentation.

     

    “Investment Property”
has the meaning assigned such term in the New York UCC.

     

    “Lenders” has the
meaning assigned to such term in the preliminary statement of this
Agreement.

     

    “Loan Document
Obligations” means (a) the due and punctual payment by each Borrower of
(i) the unpaid principal of and interest on the Loans made to such Borrower,
when and as due, whether at maturity, by acceleration, upon one or more dates
set for prepayment or otherwise, (ii) each payment (if any) required to be made
by each Borrower under the Credit Agreement in respect of any Letter of Credit
issued for its account, when and as due, including payments in respect of
reimbursement of disbursements and interest thereon and (iii) all other monetary
obligations of each Borrower under the Credit Agreement and each of the other
Loan Documents, including obligations to pay fees, expense and reimbursement
obligations and indemnification obligations, whether primary, secondary, direct,
contingent, fixed or otherwise, including in the case of clauses (i), (ii) and
(iii), interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding and (b) the due and punctual performance of all
other obligations of each Borrower under or pursuant to the Credit Agreement and
each of the other Loan Documents  (other than this Agreement),
including to provide cash collateral.

     

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

     

    “Noticed Event of
Default” means any Event of Default as to which the Administrative Agent
has given Holdings written notice that (i) such Event of Default constitutes a
Noticed Event of Default and (ii) to the extent such notice may be given without
violation of applicable law, the Collateral Agent intends, as a result of such
Event of Default (alone or among others), to exercise its rights hereunder,
provided that an Event of Default under Section 7.01(h) or (i) of the Credit
Agreement shall in any event constitute a Noticed Event of Default.

     

    “Obligations” means
(a) the Loan Document Obligations, (b) the due and punctual payment and
performance of all the obligations of each Guarantor under and pursuant to this
Agreement, (c) the due and punctual payment and performance of all obligations
of each Guarantor under each Swap Agreement that (i) is in effect on the
Effective Date with a counterparty that is a Lender or an Affiliate of a Lender
as of the Effective Date or (ii) is entered into after the Effective Date with
any counterparty that is a Lender or an Affiliate of a Lender at the time such
Swap Agreement is entered into, and (d) the due and punctual payment and
performance of all obligations of each Guarantor in respect of overdrafts and
related liabilities owed to a Lender or any of its Affiliates and arising from
cash management services (including treasury, depository, overdraft, credit or
debit card, electronic funds transfer and other cash management
arrangements).

     

    “Patent License” means
any written agreement, now or hereafter in effect, granting to any third party
any right to make, use or sell any invention covered by a Patent, now or
hereafter owned by any Guarantor or that any Guarantor otherwise has the right
to license or granting to any Guarantor any right to make, use or sell any
invention covered by a Patent, now or hereafter owned by any third
party.

     

    “Patents” means all of
the following now owned or hereafter acquired by any Guarantor:  (a)
all letters patent of the United States or the equivalent thereof in any other
country, and all applications for letters patent of the United States or the
equivalent thereof in any other country, including those listed on Schedule III, and (b)
all reissues, continuations, divisions, continuations-in-part or extensions
thereof, and the inventions disclosed or claimed therein, including the right to
make, use and/or sell the inventions disclosed or claimed therein.

     

    “Perfection
Certificate” means a certificate substantially in the form of Exhibit II, completed
and supplemented with the schedules and attachments contemplated thereby, and
duly executed by a Responsible Officer of Holdings, the Company, CAC and each
Guarantor Subsidiary (determined as of the Effective Date).

     

    “Pledged Collateral”
has the meaning assigned to such term in Section 3.01.

     

    “Pledged Debt
Securities” has the meaning assigned to such term in Section
3.01.

     

    “Pledged Securities”
means any promissory notes, stock certificates or other certificated securities
now or hereafter included in the Pledged Collateral, including all certificates,
instruments or other documents representing or evidencing any Pledged
Collateral.

     

    “Pledged Stock” has
the meaning assigned to such term in Section 3.01.

     

    “Secured Parties”
means with respect to all Obligations, as appropriate, (i) the Lenders, (ii) the
Administrative Agent and the Collateral Agent, (iii) each Issuing Bank, (iv)
each counterparty to any Swap Agreement entered into with a Guarantor the
obligations under which constitute Obligations, (v) each Lender or Affiliate
owed obligations which constitute Obligations under clause (d) of the definition
thereof, (vi) the beneficiaries of each indemnification obligation undertaken by
any Guarantor under any Loan Document and (vii) the successors and permitted
assigns of each of the foregoing.

     

    “Security Interest”
has the meaning assigned to such term in Section 4.01.

     

    “Specified Borrower”
has the meaning assigned to such term in Section 6.01.

     

    “Subsidiary Party”
means, so long as a party hereto, each Guarantor Subsidiary in existence on the
Effective Date and each other subsidiary required to become party hereto
pursuant to Section 7.16.

     

    “Subsidiary Revolving
Borrowers” has the meaning assigned such term in the preliminary
statement of this Agreement.

     

    “Supplement” shall
mean an instrument in the form of Exhibit I
hereto.

     

    “Trademark License”
means any written agreement, now or hereafter in effect, granting to any third
party any right to use any Trademark now or hereafter owned by any Guarantor or
that any Guarantor otherwise has the right to license, or granting to any
Guarantor any right to use any Trademark now or hereafter owned by any third
party.

     

    “Trademarks” means all
of the following now owned or hereafter acquired by any
Guarantor:  (a) all trademarks, service marks, corporate names,
company names, business names, fictitious business names, trade dress, logos,
other source or business identifiers, designs and general intangibles of like
nature, now existing or hereafter adopted or acquired, all registrations thereof
(if any), and all registration applications filed in connection therewith,
including registrations and applications in the United States Patent and
Trademark Office or any similar offices in any State of the United States or any
other country or any political subdivision thereof, and all renewals thereof,
including those listed on Schedule III and (b)
all goodwill associated therewith or symbolized thereby.

     

     

    ARTICLE
II.                      

     

     

    


     

     

    Guarantee

     

    SECTION
2.01. Guarantee

     

    .  Each
Guarantor unconditionally guarantees, jointly with the other Guarantors and
severally, as a primary obligor and not merely as a surety, the due and punctual
payment and performance of its Guaranteed Obligations.  Each Guarantor
further agrees that its Guaranteed Obligations may be extended or renewed, in
whole or in part, without notice to or further assent from it, and that it will
remain bound upon its guarantee notwithstanding any extension or renewal of any
of its Guaranteed Obligations.  Each Guarantor waives presentment to,
demand of payment from and protest to any Person of any of its Guaranteed
Obligations, and also waives notice of acceptance of its guarantee and notice of
protest for nonpayment.

     

    SECTION
2.02. Guarantee of
Payment

     

    .  Each
Guarantor further agrees that its guarantee hereunder constitutes a guarantee of
payment when due and not of collection, and waives any right to require that any
resort be had by the Collateral Agent or any other Secured Party to any security
held for the payment of its Guaranteed Obligations or to any balance of any
Deposit Account or credit on the books of the Collateral Agent or any other
Secured Party in favor of any Person.

     

    SECTION
2.03. No Limitations,
etc.

     

     
 

     

    (a) Except
for termination of a Guarantor’s obligations hereunder as expressly provided for
in Section 7.15, the obligations of each Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or
unenforceability of its Guaranteed Obligations or otherwise.  Without
limiting the generality of the foregoing, the obligations of each Guarantor
hereunder shall not be discharged or impaired or otherwise affected
by:

     

    (i) the
failure of the Administrative Agent, the Collateral Agent or any other Person to
assert any claim or demand or to exercise or enforce any right or remedy under
the provisions of any Loan Document or otherwise;

     

    (ii) any
rescission, waiver, amendment or modification of, or any release from any of the
terms or provisions of, any Loan Document or any other agreement, including with
respect to any other Guarantor under this Agreement;

     

    (iii) any
default, failure or delay, willful or otherwise, in the performance of the
Obligations;

     

    (iv) any other
act or omission that may or might in any manner or to any extent vary the risk
of any Guarantor or otherwise operate as a discharge of any Guarantor as a
matter of law or equity (other than the indefeasible payment in full in cash of
all the Obligations),

     

    (v) any
illegality, lack of validity or enforceability of any Obligation,

     

    (vi) any
change in the corporate existence, structure or ownership of any Loan Party, or
any insolvency, bankruptcy, reorganization or other similar proceeding affecting
any Loan Party or its assets or any resulting release or discharge of any
Obligation,

     

    (vii) the
existence of any claim, set-off or other rights that the Guarantor may have at
any time against any Loan Party, the Collateral Agent, or any other corporation
or Person, whether in connection herewith or any unrelated transactions,
provided that nothing herein will prevent the assertion of any such claim by
separate suit or compulsory counterclaim,

     

    (viii) any law,
regulation, decree or order of any jurisdiction, or any other event, affecting
any term of any of its Guaranteed Obligations or the Collateral Agent’s rights
with respect thereto, including, without limitation:

     

    (A) the
application of any such law, regulation, decree or order, including any prior
approval, which would prevent the exchange of a foreign currency for Dollars or
such other currency in which its Guaranteed Obligations are due, or the
remittance of funds outside of such jurisdiction or the unavailability of
Dollars or any such other currency in any legal exchange market in such
jurisdiction in accordance with normal commercial practice; or

     

    (B) a
declaration of banking moratorium or any suspension of payments by banks in such
jurisdiction or the imposition by such jurisdiction or any governmental
authority thereof of any moratorium on, the required rescheduling or
restructuring of, or required approval of payments on, any indebtedness in such
jurisdiction; or

     

    (C) any
expropriation, confiscation, nationalization or requisition by such country or
any governmental authority that directly or indirectly deprives any Borrower of
any assets or their use, or of the ability to operate its business or a material
part thereof; or

     

    (D) any war
(whether or not declared), insurrection, revolution, hostile act, civil strife
or similar events occurring in such jurisdiction which has the same effect as
the events described in clause (A), (B) or (C) above (in each of the cases
contemplated in clauses (A) through (D) above, to the extent occurring or
existing on or at any time after the date of this Agreement), and

     

    (ix) any other
circumstance (including without limitation, any statute of limitations) or any
existence of or reliance on any representation by the Collateral Agent that
might otherwise constitute a defense to, or a legal or equitable discharge of,
any Loan Party or the Guarantor or any other guarantor or surety.

     

    Each
Guarantor expressly authorizes the respective Guaranteed Parties to take and
hold security for the payment and performance of its Guaranteed Obligations, to
exchange, waive or release any or all such security (with or without
consideration), to enforce or apply such security and direct the order and
manner of any sale thereof in their sole discretion or to release or substitute
any one or more other guarantors or obligors upon or in respect of its
Guaranteed Obligations, all without affecting the obligations of such Guarantor
hereunder.

     

    Without
limiting the generality of the foregoing, with respect to any of its Guaranteed
Obligations that, in accordance with the express terms of any agreement pursuant
to which such Guaranteed Obligations were created, were denominated in Dollars
or any currency other than the currency of the jurisdiction where a Borrower is
principally located, each Guarantor guarantees that it shall pay the Collateral
Agent strictly in accordance with the express terms of such agreement, including
in the amounts and in the currency expressly agreed to thereunder, irrespective
of and without giving effect to any laws of the jurisdiction where a Borrower is
principally located in effect from time to time, or any order, decree or
regulation in the jurisdiction where a Borrower is principally
located.

     

    (b) To the
fullest extent permitted by applicable law, each Guarantor waives any defense
based on or arising out of any defense of any Borrower or any other Loan Party
or the unenforceability of its Guaranteed Obligations or any part thereof from
any cause, or the cessation from any cause of the liability of any Borrower or
any other Loan Party, other than the indefeasible payment in full in cash of all
its Guaranteed Obligations.  The Collateral Agent and the other
Guaranteed Parties may, at their election, foreclose on any security held by one
or more of them by one or more judicial or nonjudicial sales, accept an
assignment of any such security in lieu of foreclosure, compromise or adjust any
part of the Obligations, make any other accommodation with any Borrower or any
other Loan Party or exercise any other right or remedy available to them against
any Borrower or any other Loan Party, without affecting or impairing in any way
the liability of any Guarantor hereunder except to the extent its Guaranteed
Obligations have been fully and indefeasibly paid in full in cash.  To
the fullest extent permitted by applicable law, each Guarantor waives any
defense arising out of any such election even though such election operates,
pursuant to applicable law, to impair or to extinguish any right of
reimbursement or subrogation or other right or remedy of such Guarantor against
any Borrower or any other Loan Party, as the case may be, or any
security.

     

    SECTION
2.04. Reinstatement

     

    .  Each
Guarantor agrees that its guarantee hereunder shall continue to be effective or
be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of its Guaranteed Obligations is rescinded or must otherwise be restored
by the Administrative Agent or any other Guaranteed Party upon the bankruptcy or
reorganization of any Borrower, any other Loan Party or otherwise.

     

    SECTION
2.05. Agreement to Pay;
Subrogation

     

    .  In
furtherance of the foregoing and not in limitation of any other right that the
Collateral Agent or any other Guaranteed Party has at law or in equity against
any Guarantor by virtue hereof, upon the failure of any Borrower or any other
Loan 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 Collateral Agent for distribution to the applicable Guaranteed
Parties in cash the amount of such unpaid Guaranteed Obligation.  Upon
payment by any Guarantor of any sums to the Collateral Agent as provided above,
all rights of such Guarantor against such Borrower, or other Loan Party or any
other Guarantor arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise shall in all respects be
subject to Article
VI.

     

    SECTION
2.06. Information

     

    .  Each
Guarantor assumes all responsibility for being and keeping itself informed of
the financial condition and assets of each Borrower and each other Loan Party,
and of all other circumstances bearing upon the risk of nonpayment of its
Guaranteed Obligations and the nature, scope and extent of the risks that such
Guarantor assumes and incurs hereunder, and agrees that none of the Collateral
Agent or the other Guaranteed Parties will have any duty to advise such
Guarantor of information known to it or any of them regarding such circumstances
or risks.

     

    SECTION
2.07. Maximum
Liability

     

    .  Anything
herein or in any other Loan Document to the contrary notwithstanding, the
maximum liability of each Guarantor hereunder and under the other Loan Documents
shall in no event exceed the amount which can be guaranteed by such Guarantor
under applicable federal and state laws relating to the insolvency of debtors
(after giving effect to the right of contribution established in Section
6.02).

     

     

    ARTICLE
III.                                

     

     

    


     

     

    Pledge of
Securities

     

    SECTION
3.01. Pledge

     

    .  As
security for the payment or performance, as the case may be, in full of its
Obligations, each Guarantor hereby assigns and pledges to the Collateral Agent,
its successors and assigns, for the benefit of the Secured Parties, and hereby
grants to the Collateral Agent, its successors and assigns, for the benefit of
the Secured Parties, a security interest in all of such Guarantor’s right, title
and interest in, to and under (a) the Equity Interests directly owned by it on
the Effective Date (which shall be listed on Schedule II) and any
other Equity Interests obtained in the future by such Guarantor and any
certificates representing all such Equity Interests (all such Equity Interests
and certificates referred to collectively as the “Pledged Stock”);
provided that
the Pledged Stock shall not include (i) more than 65% of the issued and
outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the
extent applicable law requires that a Subsidiary of such Guarantor issue
directors’ qualifying shares, such shares or nominee or other similar shares,
(iii) any Equity Interests with respect to which the Collateral and Guarantee
Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need
not be satisfied by reason of Section 5.10(g) of the Credit Agreement, (iv) any
Equity Interests of a Subsidiary to the extent that, as of the Effective Date,
and for so long as, such a pledge of such Equity Interests would violate a
contractual obligation binding on such Equity Interests, (v) any Equity
Interests of a Subsidiary of a Guarantor acquired after the Effective Date if,
and to the extent that, and for so long as, (A) a pledge of such Equity
Interests would violate applicable law or any contractual obligation binding
upon such Subsidiary and (B) such law or obligation existed at the time of the
acquisition thereof and was not created or made binding upon such Subsidiary in
contemplation of or in connection with the acquisition of such Subsidiary
(provided that the foregoing clause (B) shall not apply in the case of a joint
venture, including a joint venture that is a Subsidiary); provided that such
each Guarantor shall use its commercially reasonable efforts to avoid any such
restrictions classified in this clause (v) or (vi) any Equity Interests of a
Person that is not directly or indirectly a Subsidiary; (b)(i) the debt
securities listed opposite the name of such Guarantor on Schedule II, (ii) to
the extent required by Section 3.02(b), any debt securities in the future issued
to, or acquired by, such Guarantor and (iii) the promissory notes and any other
instruments, if any, evidencing debt owed to any Guarantor (the “Pledged Debt
Securities”); (c) subject to Section 3.06, all payments of principal
or interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of, in exchange for or
upon the conversion of, and all other proceeds received in respect of, the
securities referred to in clauses (a) and (b) above; (d) subject to Section
3.06, all rights and privileges of such Guarantor with respect to the securities
and other property referred to in clauses (a), (b) and (c) above; and (e) all
proceeds of any of the foregoing (the items referred to in clauses (a) through
(e) above being collectively referred to as the “Pledged
Collateral”).

     

    TO HAVE
AND TO HOLD the Pledged Collateral, together with all right, title, interest,
powers, privileges and preferences pertaining or incidental thereto, unto the
Collateral Agent, its successors and assigns, for the benefit of the Secured
Parties, forever; subject, however, to the
terms, covenants and conditions hereinafter set forth.

     

    SECTION
3.02. Delivery of the Pledged
Collateral

     

    .

     

    (a) Each
Guarantor hereby represents that all Pledged Securities owned by such Guarantor
on the Effective Date have been delivered to the Collateral
Agent.  Each Guarantor agrees promptly, upon its first becoming a
Guarantor hereunder or thereafter to the extent first acquiring same, to deliver
or cause to be delivered to the Collateral Agent, for the benefit of the Secured
Parties, any and all Pledged Securities to the extent such Pledged Securities,
in the case of promissory notes or other instruments evidencing Indebtedness,
are required to be delivered pursuant to paragraph (b) of this Section
3.02.

     

    (b) Each
Guarantor will cause any Indebtedness for borrowed money having an aggregate
principal amount that has a Dollar Equivalent in excess of $10,000,000 (other
than intercompany current liabilities incurred in the ordinary course of
business) owed to such Guarantor by any person to be evidenced by a duly
executed promissory note that is pledged and delivered to the Collateral Agent,
for the benefit of the Secured Parties, pursuant to the terms
hereof.  To the extent any such promissory note is a demand note, each
Guarantor party thereto agrees, if requested by the Collateral Agent, to
immediately demand payment thereunder upon an Event of Default specified under
Section 7.01(b), (c), (f), (h) or (i) of the Credit Agreement.

     

    (c) Upon
delivery to the Collateral Agent, (i) any Pledged Securities required to be
delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02
shall be accompanied by stock powers or note powers, as applicable, duly
executed in blank or other instruments of transfer reasonably satisfactory to
the Collateral Agent and by such other instruments and documents as the
Collateral Agent may reasonably request and (ii) all other property composing
part of the Pledged Collateral delivered pursuant to the terms of this Agreement
shall be accompanied to the extent necessary to perfect the security interest in
or allow realization on the Pledged Collateral by proper instruments of
assignment duly executed by the applicable Guarantor and such other instruments
or documents (including issuer acknowledgments in respect of uncertificated
securities) as the Collateral Agent may reasonably request.  Each
delivery (or subsequent confirmation by a successor of the prior delivery) of
Pledged Securities hereunder shall be accompanied by a schedule describing the
securities, which schedule shall be attached hereto as Schedule II and made
a part of Schedule
II; provided that failure
to attach any such schedule hereto shall not affect the validity of such pledge
of such Pledged Securities.  Each schedule so delivered shall
supplement any prior schedules so delivered.

     

    SECTION
3.03. Representations, Warranties
and Covenants

     

    .  The
Guarantors, jointly and severally, represent, warrant and covenant to and with
the Collateral Agent, for the benefit of the Secured Parties, that:

     

    (a) Schedule II correctly
sets forth the percentage of the issued and outstanding shares of each class of
the Equity Interests of the issuer thereof represented by the Pledged Stock and
includes all Equity Interests, debt securities and promissory notes or
instruments evidencing Indebtedness required to be pledged hereunder in order to
satisfy the Collateral and Guarantee Requirement;

     

    (b) the
Pledged Stock and Pledged Debt Securities (solely with respect to Pledged Debt
Securities issued by a person that is not a Subsidiary of Holdings or an
Affiliate of any such subsidiary, to the best of each Guarantor’s knowledge)
have been duly and validly authorized and issued by the issuers thereof and (i)
in the case of Pledged Stock, are fully paid and nonassessable and (ii) in the
case of Pledged Debt Securities (solely with respect to Pledged Debt Securities
issued by a person that is not a Subsidiary of Holdings or an Affiliate of any
such subsidiary, to the best of each Guarantor’s knowledge) are legal, valid and
binding obligations of the issuers thereof subject to (i) the effects of
bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or
other similar laws affecting creditors’ rights generally, (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law) and (iii) implied covenants of good faith and
fair dealing;

     

    (c) except
for the security interests granted hereunder, each Guarantor (i) is and, subject
to any transfers made in compliance with the Credit Agreement, will continue to
be the direct owner, beneficially and of record, of the Pledged Securities
indicated on Schedule
II as owned by such Guarantor, (ii) holds the same free and clear of all
Liens, other than Liens permitted under Section 6.02 of the Credit Agreement,
(iii) will make no assignment, pledge, hypothecation or transfer of, or create
or permit to exist any security interest in or other Lien on, the Pledged
Collateral, other than pursuant to a transaction permitted by the Credit
Agreement and other than Liens permitted under Section 6.02 of the Credit
Agreement and (iv) subject to the rights of such Guarantor under the Loan
Documents to dispose of Pledged Collateral, will defend its title or interest
hereto or therein against any and all Liens (other than Liens permitted under
Section 6.02 of the Credit Agreement), however arising, of all
persons;

     

    (d) except
for restrictions and limitations imposed by the Loan Documents or securities
laws generally or otherwise permitted to exist pursuant to the terms of the
Credit Agreement, the Pledged Collateral is and will continue to be freely
transferable and assignable, and none of the Pledged Collateral is or will be
subject to any option, right of first refusal, shareholders agreement, charter
or by-law provisions or contractual restriction of any nature that might, in any
material respect, prohibit, impair, delay or adversely affect the pledge of such
Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or
the exercise by the Collateral Agent of rights and remedies
hereunder;

     

    (e) each
Guarantor has the power and authority to pledge the Pledged Collateral pledged
by it hereunder in the manner hereby done or contemplated;

     

    (f) no
consent or approval of any Governmental Authority, any securities exchange or
any other person was or is necessary to the validity of the pledge effected
hereby (other than such as have been obtained and are in full force and
effect);

     

    (g) by virtue
of the execution and delivery by the Guarantors of this Agreement, when any
Pledged Securities are delivered to the Collateral Agent, for the benefit of the
Secured Parties, in accordance with this Agreement, the Collateral Agent will
obtain, for the benefit of the Secured Parties, a legal, valid and perfected
first priority lien upon and security interest in such Pledged Securities as
security for the payment and performance of the Obligations;

     

    (h) each
Guarantor does not own on the Effective Date, any security constituting an
equity interest in any Person to the extent such security constitutes an
uncertificated security and will not acquire any such uncertificated security
thereafter except to the extent it has complied with the provisions of the third
sentence of Section 4.04(c), to the extent applicable thereto; and

     

    (i) the
pledge effected hereby is effective to vest in the Collateral Agent, for the
benefit of the Secured Parties, the rights of the Collateral Agent in the
Pledged Collateral as set forth herein.

     

    SECTION
3.04. [Reserved]

     

    .

     

    SECTION
3.05. Registration in Nominee
Name; Denominations

     

    .  The
Collateral Agent, on behalf of the Secured Parties, shall have the right (in its
sole and absolute discretion) to hold the Pledged Securities in the name of the
applicable Guarantor, endorsed or assigned in blank or in favor of the
Collateral Agent or, if a Noticed Event of Default shall have occurred and be
continuing, in its own name as pledgee or the name of its nominee (as pledgee or
as sub-agent).  Each Guarantor will promptly give to the Collateral
Agent copies of any notices or other communications received by it with respect
to Pledged Securities registered in the name of such Guarantor.

     

    SECTION
3.06. Voting Rights; Dividends and
Interest, etc.

     

    


     

    (a) Unless
and until a Noticed Event of Default shall have occurred and be
continuing:

     

    (i) Each
Guarantor shall be entitled to exercise any and all voting and/or other
consensual rights and powers inuring to an owner of Pledged Securities or any
part thereof for any purpose consistent with the terms of this Agreement, the
Credit Agreement and the other Loan Documents; provided that such
rights and powers shall not be exercised in any manner that could reasonably be
expected to materially and adversely affect the rights inuring to a holder of
any Pledged Securities, the rights and remedies of any of the Collateral Agent
or the other Secured Parties under this Agreement, the Credit Agreement or any
other Loan Document or the ability of the Secured Parties to exercise the
same.

     

    (ii) The
Collateral Agent shall promptly execute and deliver to each Guarantor, or cause
to be executed and delivered to such Guarantor, all such proxies, powers of
attorney and other instruments as such Guarantor may reasonably request for the
purpose of enabling such Guarantor to exercise the voting and/or consensual
rights and powers it is entitled to exercise pursuant to subparagraph (i)
above.

     

    (iii) Each
Guarantor shall be entitled to receive and retain any and all dividends,
interest, principal and other distributions paid on or distributed in respect of
the Pledged Securities to the extent and only to the extent that (x) such
dividends, interest, principal and other distributions are permitted by, and
otherwise paid or distributed in accordance with, the terms and conditions of
the Credit Agreement, the other Loan Documents and applicable laws and (y) such
payment on distribution is not payable directly to the Collateral Agent pursuant
to the terms of the applicable Pledged Securities; provided that any
noncash dividends, interest, principal or other distributions that constitute
Pledged Securities (whether resulting from a subdivision, combination or
reclassification of the outstanding Equity Interests of the issuer of any
Pledged Securities or received in exchange for Pledged Securities or any part
thereof, or in redemption thereof, or as a result of any merger, consolidation,
acquisition or other exchange of assets to which such issuer may be a party or
otherwise) shall be and become part of the Pledged Collateral, and, if received
by any Guarantor, shall not be commingled by such Guarantor with any of its
other funds or property but shall be held separate and apart therefrom, shall be
held in trust for the benefit of the Collateral Agent, for the benefit of the
Secured Parties, and shall be forthwith delivered to the Collateral Agent, for
the benefit of the Secured Parties, in the same form as so received (accompanied
by stock powers duly executed in blank or other appropriate instruments of
transfer satisfactory to the Collateral Agent).

     

    (b) Upon the
occurrence and during the continuance of a Noticed Event of Default, all rights
of any Guarantor to dividends, interest, principal or other distributions that
such Guarantor is authorized to receive pursuant to paragraph (a)(iii) of this
Section 3.06 shall cease, and all such rights shall thereupon become vested, for
the benefit of the Secured Parties, in the Collateral Agent which shall have the
sole and exclusive right and authority to receive and retain such dividends,
interest, principal or other distributions.  All dividends, interest,
principal or other distributions received by any Guarantor contrary to the
provisions of this Section 3.06 shall not be commingled by such Guarantor with
any of its other funds or property but shall be held separate and apart
therefrom, shall be held in trust for the benefit of the Collateral Agent, for
the benefit of the Secured Parties, and shall be forthwith delivered to the
Collateral Agent, for the benefit of the Secured Parties, in the same form as so
received (accompanied by stock powers duly executed in blank or other
appropriate instruments of transfer reasonably satisfactory to the Collateral
Agent).  Any and all money and other property paid over to or received
by the Collateral Agent pursuant to the provisions of this paragraph (b) shall
be retained by the Collateral Agent in an account to be established by the
Collateral Agent upon receipt of such money or other property and shall be
applied in accordance with the provisions of Section 5.02.  After all
Events of Default have been cured or waived and the Term Borrower has delivered
to the Collateral Agent a certificate to that effect, the Collateral Agent shall
promptly repay to each Guarantor (without interest) all dividends, interest,
principal or other distributions that such Guarantor would otherwise have been
permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section
3.06 and that remain in such account.

     

    (c) Upon the
occurrence and during the continuance of a Noticed Event of Default, all rights
of any Guarantor to exercise the voting and/or consensual rights and powers it
is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and
the obligations of the Collateral Agent under paragraph (a)(ii) of this Section
3.06, shall cease, and all such rights shall thereupon become vested in the
Collateral Agent, for the benefit of the Secured Parties, which shall have the
sole and exclusive right and authority to exercise such voting and consensual
rights and powers; provided that, unless
otherwise directed by the Required Lenders, the Collateral Agent shall have the
right from time to time following and during the continuance of an Event of
Default to permit the Guarantors to exercise such rights.  After all
Noticed Events of Default have been cured or waived and the Term Borrower has
delivered to the Collateral Agent a certificate to that effect, each Guarantor
shall have the right to exercise the voting and/or consensual rights and powers
that such Guarantor would otherwise have been entitled to exercise pursuant to
the terms of paragraph (a)(i) above.

     

     

    ARTICLE
IV.                                

     

     

    


     

     

    Security Interests in
Personal Property

     

    SECTION
4.01. Security
Interest

     

    .

     

    (a) As
security for the payment or performance, as the case may be, in full of the
Obligations, each Guarantor hereby assigns and pledges to the Collateral Agent,
its successors and assigns, for the benefit of the Secured Parties, and hereby
grants to the Collateral Agent, its successors and assigns, for the benefit of
the Secured Parties, a security interest (the “Security Interest”)
in all right, title and interest in or to any and all of the following assets
and properties now owned or at any time hereafter acquired by such Guarantor or
in which such Guarantor now has or at any time in the future may acquire any
right, title or interest (collectively, the “Article 9
Collateral”):

     

    (i) all
Accounts;

     

    (ii) all
Chattel Paper;

     

    (iii) all cash
and Deposit Accounts;

     

    (iv) all
Documents;

     

    (v) all
Equipment;

     

    (vi) all
General Intangibles;

     

    (vii) all
Goods;

     

    (viii) all
Instruments;

     

    (ix) all
Inventory;

     

    (x) all
Investment Property;

     

    (xi) all
Letter-of-Credit Rights;

     

    (xii) all
Commercial Tort Claims listed on Schedule 4.01 hereto;

     

    (xiii) all books
and records pertaining to the Article 9 Collateral; and

     

    (xiv) to the
extent not otherwise included, all proceeds, Supporting Obligations and products
of any and all of the foregoing and all collateral security and guarantees given
by any person with respect to any of the foregoing.

     

    Notwithstanding
anything to the contrary in this Agreement, this Agreement shall not constitute
a grant of a security interest in (a) any vehicle covered by a certificate of
title or ownership, (b) any assets (including Equity Interests) with
respect to which the Collateral and Guarantee Requirement or the other
paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by
reason of Section 5.10(g) of the Credit Agreement, (c) any assets to the extent
that, as of the Effective Date, and for so long as, such grant of a security
interest would violate a contractual obligation or applicable law binding on
such asset, (d) any property of any Person acquired by a Guarantor after the
Effective Date pursuant to Section 6.04(l) of the Credit Agreement, if, and to
the extent that, and for so long as, (A) such grant of a security interest would
violate applicable law or any contractual obligation binding upon such property
and (B) such law or obligation existed at the time of the acquisition thereof
and was not created or made binding upon such property in contemplation of or in
connection with the acquisition of such Subsidiary (provided that the
foregoing clause (B) shall not apply in the case of a joint venture, including a
joint venture that is a Subsidiary) provided that each
Guarantor shall use its commercially reasonable efforts to avoid any such
restriction described in this clause (d), or (e) any Letter of Credit Rights to
the extent any Guarantor is required by applicable law to apply the proceeds of
a drawing of such Letter of Credit for a specified purpose.

     

    (b) Each
Guarantor hereby irrevocably authorizes the Collateral Agent at any time and
from time to time to file in any relevant jurisdiction any initial financing
statements (including fixture filings) with respect to the Article 9 Collateral
or any part thereof and amendments thereto that contain the information required
by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for
the filing of any financing statement or amendment, including (i) whether such
Guarantor is an organization, the type of organization and any organizational
identification number issued to such Guarantor, (ii) in the case of a financing
statement filed as a fixture filing, a sufficient description of the real
property to which such Article 9 Collateral relates and (iii) a description of
collateral that describes such property in any other manner as the Collateral
Agent may reasonably determine is necessary or advisable to ensure the
perfection of the security interest in the Article 9 Collateral granted under
this Agreement, including describing such property as “all assets” or “all
property” or words of similar effect.  Each Guarantor agrees to
provide such information to the Collateral Agent promptly upon
request.

     

    The
Collateral Agent is further authorized to file with the United States Patent and
Trademark Office or United States Copyright Office (or any successor office or
any similar office in any other country) such documents as may be necessary or
advisable for the purpose of perfecting, confirming, continuing, enforcing or
protecting the Security Interest granted by each Guarantor, without the
signature of any Guarantor, and naming any Guarantor or the Guarantors as
debtors and the Collateral Agent as secured party.

     

    (c) The
Security Interest is granted as security only and shall not subject the
Collateral Agent or any other Secured Party to, or in any way alter or modify,
any obligation or liability of any Guarantor with respect to or arising out of
the Article 9 Collateral.

     

    SECTION
4.02. Representations and
Warranties

     

    .  The
Guarantors jointly and severally represent and warrant to the Collateral Agent
and the Secured Parties that:

     

    (a) Each
Guarantor has good and valid rights in and title to all material Article 9
Collateral with respect to which it has purported to grant a Security Interest
hereunder and has full power and authority to grant to the Collateral Agent the
Security Interest in such Article 9 Collateral pursuant hereto and to execute,
deliver and perform its obligations in accordance with the terms of this
Agreement, without the consent or approval of any other person other than any
consent or approval that has been obtained and is in full force and
effect.

     

    (b) The
Perfection Certificate has been duly prepared, completed and executed and the
information set forth therein, including the exact legal name of each Guarantor,
is correct and complete, in all material respects, as of the Effective
Date.  Uniform Commercial Code financing statements (including fixture
filings, as applicable) or other appropriate filings, recordings or
registrations containing a description of the Article 9 Collateral have been
prepared by the Collateral Agent based upon the information provided to the
Collateral Agent in the Perfection Certificate for filing in each governmental,
municipal or other office specified in Schedule 7 to the
Perfection Certificate (or specified by notice from the Company to the
Collateral Agent after the Effective Date in the case of filings, recordings or
registrations required by Section 5.10 of the Credit Agreement), and constitute
all the filings, recordings and registrations (other than filings required to be
made in the United States Patent and Trademark Office and the United States
Copyright Office in order to perfect the Security Interest in Article 9
Collateral consisting of United States issued Patents and applications, United
States registered Trademarks and applications and United States registered
Copyrights) that are necessary to publish notice of and protect the validity of
and to establish a legal, valid and perfected security interest in favor of the
Collateral Agent (for the benefit of the Secured Parties) in respect of all
Article 9 Collateral in which the Security Interest may be perfected by filing,
recording or registration in the United States (or any political subdivision
thereof) and its territories and possessions, and no further or subsequent
filing, refiling, recording, rerecording, registration or reregistration is
necessary in any such jurisdiction, except as provided under applicable law with
respect to the filing of continuation statements or amendments.  Each
Guarantor represents and warrants that a fully executed agreement in the form
hereof (or a short form hereof which form shall be reasonably acceptable to the
Collateral Agent) containing a description of all Article 9 Collateral
consisting of United States issued Patents (and Patents for which United States
applications are pending), United States registered Trademarks (and Trademarks
for which United States registration applications are pending) and United States
registered Copyrights (and Copyrights for which United States registration
applications are pending) has been delivered to the Collateral Agent for
recording with the United States Patent and Trademark Office and the United
States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17
U.S.C. § 205 and the regulations thereunder, as applicable, and reasonably
requested by the Collateral Agent, to protect the validity of and to establish a
legal, valid and perfected security interest in favor of the Collateral Agent,
for the benefit of the Secured Parties, in respect of all Article 9 Collateral
consisting of the foregoing in which a security interest may be perfected by
recording with the United States Patent and Trademark Office and the United
States Copyright Office.

     

    (c) The
Security Interest constitutes (i) a legal and valid security interest in all the
Article 9 Collateral securing the payment and performance of the Obligations,
(ii) subject to the filings described in Section 4.02(b), a perfected
security interest in all Article 9 Collateral in which a security interest may
be perfected by filing, recording or registering a financing statement or
analogous document in the United States (or any political subdivision thereof)
and its territories and possessions pursuant to the New York UCC or other
applicable law in such jurisdictions and (iii) a security interest that shall be
perfected in all Article 9 Collateral in which a security interest may be
perfected upon the receipt and recording of this Agreement with the United
States Patent and Trademark Office and the United States Copyright Office, as
applicable.  The Security Interest is and shall be prior to any other
Lien on any of the Article 9 Collateral, other than Liens expressly permitted
pursuant to Section 6.02 of the Credit Agreement or arising by operation of
law.

     

    (d) The
Article 9 Collateral is owned by the Guarantors free and clear of any Lien,
other than Liens expressly permitted pursuant to Section 6.02 of the Credit
Agreement or arising by operation of law.  None of the Guarantors has
filed or consented to the filing of (i) any financing statement or analogous
document under the New York UCC or any other applicable laws covering any
Article 9 Collateral, (ii) any assignment in which any Guarantor assigns any
Article 9 Collateral or any security agreement or similar instrument covering
any Article 9 Collateral with the United States Patent and Trademark Office or
the United States Copyright Office or (iii) any assignment in which any
Guarantor assigns any Article 9 Collateral or any security agreement or similar
instrument covering any Article 9 Collateral with any foreign governmental,
municipal or other office, which financing statement or analogous document,
assignment, security agreement or similar instrument is still in effect, except,
in each case, for Liens expressly permitted pursuant to Section 6.02 of the
Credit Agreement.

     

    (e) None of
the Guarantors holds any Commercial Tort Claim individually in excess of
$1,000,000 as of the Effective Date except as indicated on the Perfection
Certificate.

     

    (f) All
Accounts have been originated by the Guarantors and all Inventory has been
acquired by the Guarantors in the ordinary course of business.

     

    SECTION
4.03. Covenants

     

    .

     

    (a) Each
Guarantor agrees promptly (and in any event within 30 days of such change) to
notify the Collateral Agent in writing of any change (i) in its legal name, (ii)
in its identity or type of organization or corporate structure, (iii) in its
Federal Taxpayer Identification Number or organizational identification number
or (iv) in its jurisdiction of organization.  Each Guarantor agrees
promptly to provide the Collateral Agent with certified organizational documents
reflecting any of the changes described in the immediately preceding
sentence.  Each Guarantor agrees not to effect or permit any change
referred to in the first sentence of this paragraph (a) unless all filings have
been made, or are reasonably concurrently made, under the applicable Uniform
Commercial Code or otherwise that are required in order for the Collateral Agent
to continue at all times following such change to have a valid, legal and
perfected first priority security interest in all the Article 9 Collateral, for
the benefit of the Secured Parties.  Each Guarantor agrees promptly to
notify the Collateral Agent if any material portion of the Article 9 Collateral
owned or held by such Guarantor is damaged or destroyed.

     

    (b) Subject
to the rights of such Guarantor under the Loan Documents to dispose of
Collateral, each Guarantor shall, at its own expense, take any and all actions
necessary to defend title to the Article 9 Collateral against all persons and to
defend the Security Interest of the Collateral Agent, for the benefit of the
Secured Parties, in the Article 9 Collateral and the priority thereof against
any Lien not expressly permitted pursuant to Section 6.02 of the Credit
Agreement.

     

    (c) Each
Guarantor agrees, at its own expense, to execute, acknowledge, deliver and cause
to be duly filed all such further instruments and documents and take all such
actions as the Collateral Agent may from time to time reasonably request to
better assure, preserve, protect and perfect the Security Interest and the
rights and remedies created hereby, including the payment of any fees and taxes
required in connection with the execution and delivery of this Agreement, the
granting of the Security Interest and the filing of any financing statements
(including fixture filings) or other documents in connection herewith or
therewith.  If any amount payable under or in connection with any of
the Article 9 Collateral that is in excess of $10,000,000 is or shall be or
become evidenced by any promissory note or other instrument, such note or
instrument shall be promptly pledged and delivered to the Collateral Agent, for
the benefit of the Secured Parties, accompanied by executed instruments of
transfer reasonably satisfactory to the Collateral Agent.

     

    (d) After the
occurrence of an Event of Default and during the continuance thereof, the
Collateral Agent shall have the right to verify under reasonable procedures the
validity, amount, quality, quantity, value, condition and status of, or any
other matter relating to, the Article 9 Collateral, including, in the case of
Accounts or Article 9 Collateral in the possession of any third person
(following notice to the Term Borrower of its intention to do so),  by
contacting Account Debtors or the third person possessing such Article 9
Collateral for the purpose of making such a verification.  The
Collateral Agent shall have the right to share any information it gains from
such inspection or verification with any Secured Party.

     

    (e) At its
option at any time which an Event of Default exists, the Collateral Agent may
discharge past due taxes, assessments, charges, fees, Liens, security interests
or other encumbrances at any time levied or placed on the Article 9 Collateral
and not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay
for the maintenance and preservation of the Article 9 Collateral to the extent
any Guarantor fails to do so as required by the Credit Agreement or this
Agreement, and each Guarantor jointly and severally agrees to reimburse the
Collateral Agent on demand for any reasonable payment made or any reasonable
expense incurred by the Collateral Agent pursuant to the foregoing
authorization; provided, however, that nothing
in this Section 4.03(e) shall be interpreted as excusing any Guarantor from the
performance of, or imposing any obligation on the Collateral Agent or any
Secured Party to cure or perform, any covenants or other promises of any
Guarantor with respect to taxes, assessments, charges, fees, Liens, security
interests or other encumbrances and maintenance as set forth herein or in the
other Loan Documents.

     

    (f) Each
Guarantor (rather than the Collateral Agent or any Secured Party) shall remain
liable for the observance and performance of all the conditions and obligations
to be observed and performed by it under each contract, agreement or instrument
relating to the Article 9 Collateral and each Guarantor jointly and severally
agrees to indemnify and hold harmless the Collateral Agent and the Secured
Parties from and against any and all liability for such
performance.

     

    (g) None of
the Guarantors shall make or permit to be made an assignment, pledge or
hypothecation of the Article 9 Collateral or shall grant any other Lien in
respect of the Article 9 Collateral, except as expressly permitted by the Credit
Agreement.  None of the Guarantors shall make or permit to be made any
transfer of the Article 9 Collateral and each Guarantor shall remain at all
times in possession of the Article 9 Collateral owned by it, except as permitted
by the Credit Agreement.

     

    (h) None of
the Guarantors will, without the Collateral Agent’s prior written consent, grant
any extension of the time of payment of any Accounts included in the Article 9
Collateral, compromise, compound or settle the same for less than the full
amount thereof, release, wholly or partly, any person liable for the payment
thereof or allow any credit or discount whatsoever thereon, other than
extensions, credits, discounts, compromises or settlements granted or made in
the ordinary course of business and consistent with its past practices (it being
agreed that nothing in this clause (h) shall prohibit sales of receivables
permitted by Section 6.05(g) of the Credit Agreement).

     

    (i) Each
Guarantor irrevocably makes, constitutes and appoints the Collateral Agent (and
all officers, employees or agents designated by the Collateral Agent) as such
Guarantor’s true and lawful agent (and attorney in fact) for the purpose, during
the continuance of an Event of Default, of making, settling and adjusting claims
in respect of Article 9 Collateral under policies of insurance, endorsing the
name of such Guarantor on any check, draft, instrument or other item of payment
for the proceeds of such policies of insurance and for making all determinations
and decisions with respect thereto.  In the event that any Guarantor
at any time or times while an Event of Default exists fails to obtain or
maintain any of the policies of insurance required hereby or to pay any premium
in whole or part relating thereto, the Collateral Agent may, without waiving or
releasing any obligation or liability of the Guarantors hereunder or any Event
of Default, in its sole discretion, obtain and maintain such policies of
insurance and pay such premium and take any other actions with respect thereto
as the Collateral Agent reasonably deems advisable.  All sums
disbursed by the Collateral Agent in connection with this Section 4.03(i),
including reasonable attorneys’ fees, court costs, expenses and other charges
relating thereto, shall be payable, upon demand, by the Guarantors to the
Collateral Agent and shall be additional Obligations secured
hereby.

     

    SECTION
4.04. Other
Actions

     

    .  In
order to further ensure the attachment, perfection and priority of, and the
ability of the Collateral Agent to enforce, for the benefit of the Secured
Parties, the Collateral Agent’s security interest in the Article 9 Collateral,
each Guarantor agrees, in each case at such Guarantor’s own expense, to take the
following actions with, respect to the following Article 9
Collateral:

     

    (a) Instruments and Tangible
Chattel Paper.  If any Guarantor shall at any time hold or
acquire any Instruments or Tangible Chattel Paper evidencing an amount in excess
of $10,000,000, such Guarantor shall forthwith endorse, assign and deliver the
same to the Collateral Agent, accompanied by such instruments of transfer or
assignment duly executed in blank as the Collateral Agent may from time to time
reasonably request.

     

    (b) Cash
Accounts.  No Guarantor shall grant Control of any Deposit
Account to any Person other than the Collateral Agent.

     

    (c) Investment
Property.  Except to the extent otherwise provided in Article III, if
any Guarantor shall at any time hold or acquire any Certificated Security, such
Guarantor shall forthwith endorse, assign and deliver the same to the Collateral
Agent, accompanied by such instruments of transfer or assignment duly executed
in blank as the Collateral Agent may from time to time reasonably
specify.  If any security now or hereafter acquired by any Guarantor
is uncertificated and is issued to such Guarantor or its nominee directly by the
issuer thereof, upon the Collateral Agent’s reasonable request while an Event of
Default exists, such Guarantor shall promptly notify the Collateral Agent of
such uncertificated securities and pursuant to an agreement in form and
substance reasonably satisfactory to the Collateral Agent, either (i) cause the
issuer to agree to comply with instructions from the Collateral Agent as to such
security, without further consent of any Guarantor or such nominee, or (ii)
cause the issuer to register the Collateral Agent as the registered owner of
such security.  If any security or other Investment Property, whether
certificated or uncertificated, representing an Equity Interest in a third party
and having a fair market value in excess of $10,000,000 now or hereafter
acquired by any Guarantor is held by such Guarantor or its nominee through a
securities intermediary or commodity intermediary, such Guarantor shall promptly
notify the Collateral Agent thereof and, at the Collateral Agent’s request and
option, pursuant to a Control Agreement in form and substance reasonably
satisfactory to the Collateral Agent, either (A) cause such securities
intermediary or commodity intermediary, as applicable, to agree, in the case of
a securities intermediary, to comply with entitlement orders or other
instructions from the Collateral Agent to such securities intermediary as to
such securities or other Investment Property or, in the case of a commodity
intermediary, to apply any value distributed on account of any commodity
contract as directed by the Collateral Agent to such commodity intermediary, in
each case without further consent of any Guarantor or such nominee, or (B) in
the case of Financial Assets or other Investment Property held through a
securities intermediary, arrange for the Collateral Agent to become the
entitlement holder with respect to such Investment Property, for the benefit of
the Secured Parties, with such Guarantor being permitted, only with the consent
of the Collateral Agent, to exercise rights to withdraw or otherwise deal with
such Investment Property.  The Collateral Agent agrees with each of
the Guarantors that the Collateral Agent shall not give any such entitlement
orders or instructions or directions to any such issuer, securities intermediary
or commodity intermediary, and shall not withhold its consent to the exercise of
any withdrawal or dealing rights by any Guarantor, unless an Event of Default
has occurred and is continuing or, after giving effect to any such withdrawal or
dealing rights, would occur.  The provisions of this paragraph (c)
shall not apply to any Financial Assets credited to a securities account for
which the Collateral Agent is the securities intermediary.

     

    (d) Commercial Tort
Claims.  If any Guarantor shall at any time hold or acquire a
Commercial Tort Claim in an amount reasonably estimated to exceed $10,000,000,
such Guarantor shall promptly notify the Collateral Agent thereof in a writing
signed by such Guarantor, including a summary description of such claim, and
grant to the Collateral Agent in writing a security interest therein and in the
proceeds thereof, all upon the terms of this Agreement, with such writing to be
in form and substance reasonably satisfactory to the Collateral
Agent.

     

    SECTION
4.05. Covenants Regarding Patent,
Trademark and Copyright Collateral

     

    .

     

    (a) Each
Guarantor agrees that it will not knowingly do any act or omit to do any act
(and will exercise commercially reasonable efforts to prevent its licensees from
knowingly doing any act or knowingly omitting to do any act) whereby any Patent
that is material to the normal conduct of such Guarantor’s business may become
prematurely invalidated or dedicated to the public, and agrees that it shall
take commercially reasonable steps with respect to any material products covered
by any such Patent as necessary and sufficient to establish and preserve its
rights under applicable patent laws.

     

    (b) Each
Guarantor will, and will use its commercially reasonable efforts to cause its
licensees or its sublicensees to, for each owned Trademark necessary to the
normal conduct of such Guarantor’s business, (i) maintain such Trademark in full
force free from any adjudication of abandonment or invalidity for non use, (ii)
maintain the quality of products and services offered under such Trademark on
all material respects, (iii) display such Trademark with notice of federal or
foreign registration or claim of trademark or service mark as required under
applicable law and (iv) not knowingly use or knowingly permit its licensees’ use
of such Trademark in violation of any third party rights.

     

    (c) Each
Guarantor will, and will use its commercially reasonable efforts to cause its
licensees or its sublicensees to, for each work covered by a material Copyright
necessary to the normal conduct of such Guarantor’s business that it publishes,
displays and distributes, use copyright notice as required under applicable
copyright laws.

     

    (d) Each
Guarantor shall notify the Collateral Agent promptly if it knows that any
Patent, Trademark or Copyright material to the normal conduct of such
Guarantor’s business may imminently become abandoned, lost or dedicated to the
public, or of any materially adverse determination or development, (excluding
office actions and similar determinations or developments in the United States
Patent and Trademark Office, United States Copyright Office, any court or any
similar office of any country), regarding such Guarantor’s ownership of any such
material Patent, Trademark or Copyright or its right to register or to maintain
the same.

     

    (e) Each
Guarantor, either itself or through any agent, employee, licensee or designee,
shall (i) inform the Collateral Agent on a semi-annual basis of each application
by itself, or through any agent, employee, licensee or designee, for any Patent
with the United States Patent and Trademark Office and each registration of any
Trademark or Copyright with the United States Patent and Trademark Office, the
United States Copyright Office or any comparable office or agency in any other
country filed during the preceding six-month period, and (ii) upon the
reasonable request of the Collateral Agent, execute and deliver any and all
agreements, instruments, documents and papers as the Collateral Agent may
reasonably request to evidence the Collateral Agent’s security interest in such
Patent, Trademark or Copyright.

     

    (f) Each
Guarantor shall exercise its reasonable business judgment in any proceeding
before the United States Patent and Trademark Office, the United States
Copyright Office or any comparable office or agency in any other country with
respect to maintaining and pursuing each material application relating to any
Patent, Trademark and/or Copyright (and obtaining the relevant grant or
registration) material to the normal conduct of such Guarantor’s business and to
maintain (i) each issued Patent and (ii) the registrations of each Trademark and
each Copyright, in each case that is material to the normal conduct of such
Guarantor’s business, including, when applicable and necessary in such
Guarantor’s reasonable business judgment, timely filings of applications for
renewal, affidavits of use, affidavits of incontestability and payment of
maintenance fees, and, if any Guarantor believes necessary in its reasonable
business judgment, to initiate opposition, interference and cancellation
proceedings against third parties.

     

     

    ARTICLE
V.                                

     

     

    


     

     

    Remedies

     

    SECTION
5.01. Remedies Upon
Default

     

    .  Upon
the occurrence and during the continuance of a Noticed Event of Default, each
Guarantor agrees to deliver each item of Collateral to the Collateral Agent on
demand, and it is agreed that the Collateral Agent shall have the right to take
any of or all the following actions at the same or different
times:  (a) with respect to any Article 9 Collateral consisting of
Intellectual Property, on demand, to cause the Security Interest to become an
assignment, transfer and conveyance of any of or all such Article 9 Collateral
by the applicable Guarantors to the Collateral Agent or to license or
sublicense, whether general, special or otherwise, and whether on an exclusive
or a nonexclusive basis, any such Article 9 Collateral throughout the world on
such terms and conditions and in such manner as the Collateral Agent shall
determine (other than in violation of any then existing licensing arrangements
to the extent that waivers thereunder cannot be obtained) and (b) with or
without legal process and with or without prior notice or demand for
performance, to take possession of the Article 9 Collateral and without
liability for trespass to enter any premises where the Article 9 Collateral may
be located for the purpose of taking possession of or removing the Article 9
Collateral and, generally, to exercise any and all rights afforded to a secured
party under the applicable Uniform Commercial Code or other applicable
law.  Without limiting the generality of the foregoing, each Guarantor
agrees that the Collateral Agent shall have the right, subject to the mandatory
requirements of applicable law, to sell or otherwise dispose of all or any part
of the Collateral at a public or private sale or at any broker’s board or on any
securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate.  The Collateral Agent shall
be authorized in connection with any sale of a security (if it deems it
advisable to do so) pursuant to the foregoing to restrict the prospective
bidders or purchasers to persons who represent and agree that they are
purchasing such security for their own account, for investment, and not with a
view to the distribution or sale thereof.  Upon consummation of any
such sale of Collateral pursuant to this Section 5.01 the Collateral Agent shall
have the right to assign, transfer and deliver to the purchaser or purchasers
thereof the Collateral so sold.  Each such purchaser at any such sale
shall hold the property sold absolutely, free from any claim or right on the
part of any Guarantor, and each Guarantor hereby waives and releases (to the
extent permitted by law) all rights of redemption, stay, valuation and appraisal
that such Guarantor now has or may at any time in the future have under any rule
of law or statute now existing or hereafter enacted.

     

    The
Collateral Agent shall give the applicable Guarantors 10 Business Days’ written
notice (which each Guarantor agrees is reasonable notice within the meaning of
Section 9 612 of the New York UCC or its equivalent in other jurisdictions) of
the Collateral Agent’s intention to make any sale of Collateral.  Such
notice, in the case of a public sale, shall state the time and place for such
sale and, in the case of a sale at a broker’s board or on a securities exchange,
shall state the board or exchange at which such sale is to be made and the day
on which the Collateral, or portion thereof, will first be offered for sale at
such board or exchange.  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 and state in the notice (if any) of such
sale.  At any such sale, the Collateral, or the portion thereof, to be
sold may be sold in one lot as an entirety or in separate parcels, as the
Collateral Agent may (in its sole and absolute discretion)
determine.  The Collateral Agent shall not be obligated to make any
sale of any Collateral if it shall determine not to do so, regardless of the
fact that notice of sale of such Collateral shall have been
given.  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 sale, and such sale may,
without further notice, be made at the time and place to which the same was so
adjourned.  In the case of any sale of all or any part of the
Collateral made on credit or for future delivery, the Collateral so sold may be
retained by the Collateral Agent until the sale price is paid by the purchaser
or purchasers thereof, but the Collateral Agent shall not incur any liability in
the event that any such purchaser or purchasers shall fail to take up and pay
for the Collateral so sold and, in the case of any such failure, such Collateral
may be sold again upon notice given in accordance with provisions
above.  At any public (or, to the extent permitted by law, private)
sale made pursuant to this Section 5.01, any Secured Party may bid for or
purchase for cash, free (to the extent permitted by law) from any right of
redemption, stay, valuation or appraisal on the part of any Guarantor (all such
rights being also hereby waived and released to the extent permitted by law),
the Collateral or any part thereof offered for sale and such Secured Party may,
upon compliance with the terms of sale, hold, retain and dispose of such
property in accordance with Section 5.02 hereof without further accountability
to any Guarantor therefor.  For purposes hereof, a written agreement
to purchase the Collateral or any portion thereof shall be treated as a sale
thereof; the Collateral Agent shall be free to carry out such sale pursuant to
such agreement and no Guarantor shall be entitled to the return of the
Collateral or any portion thereof subject thereto, notwithstanding the fact that
after the Collateral Agent shall have entered into such an agreement all Events
of Default shall have been remedied and the Obligations paid in
full.  As an alternative to exercising the power of sale herein
conferred upon it, the Collateral Agent may proceed by a suit or suits at law or
in equity to foreclose this Agreement and to sell the Collateral or any portion
thereof pursuant to a judgment or decree of a court or courts having competent
jurisdiction or pursuant to a proceeding by a court appointed
receiver.  Any sale pursuant to the provisions of this Section 5.01
shall be deemed to conform to the commercially reasonable standards as provided
in Section 9-610(b) of the New York UCC or its equivalent in other
jurisdictions.

     

    SECTION
5.02. Application of
Proceeds

     

    .  The
Collateral Agent shall promptly apply the proceeds, moneys or balances of any
collection or sale of Collateral, as well as any Collateral consisting of cash,
as follows:

     

    FIRST, to
the payment of all costs and expenses incurred by the Administrative Agent and
the Collateral Agent in connection with such collection or sale or otherwise in
connection with this Agreement, any other Loan Document or any of the
Obligations, including all court costs and the fees and expenses of its agents
and legal counsel, the repayment of all advances made by the Administrative
Agent and the Collateral Agent hereunder or under any other Loan Document on
behalf of any Guarantor and any other costs or expenses incurred in connection
with the exercise of any right or remedy hereunder or under any other Loan
Document;

     

    SECOND,
to the ratable payment of the Obligations, and

     

    THIRD,
once all Obligations have been paid in full, to the Guarantors, their successors
or assigns, or as a court of competent jurisdiction may otherwise
direct.

     

    The
Collateral Agent shall have absolute discretion as to the time of application of
any such proceeds, moneys or balances in accordance with this
Agreement.  Upon any sale of Collateral by the Collateral Agent
(including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the purchase money by the Collateral Agent or of the
officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral 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 Collateral Agent or such officer or be answerable in any way for the
misapplication thereof.

     

    SECTION
5.03. Grant of License to Use
Intellectual Property

     

    .  Solely
for the purpose of enabling the Collateral Agent to exercise rights and remedies
under this Agreement at such time as the Collateral Agent shall be lawfully
entitled to exercise such rights and remedies, each Guarantor hereby grants to
(in the Collateral Agent’s sole discretion) a designee of the Collateral Agent
or the Collateral Agent, for the benefit of the Secured Parties, an irrevocable,
nonexclusive license (exercisable without payment of royalty or other
compensation to any Guarantor) to use, license or sublicense any of the Article
9 Collateral consisting of Intellectual Property now owned or hereafter acquired
by such Guarantor, wherever the same may be located, and including, without
limitation, in such license reasonable access to all media in which any of the
licensed items may be recorded or stored and to all computer software and
programs used for the compilation or printout thereof.  The use of
such license by the Collateral Agent may be exercised, at the option of the
Collateral Agent, while an Event of Default exists; provided that any license,
sublicense or other transaction entered into by the Collateral Agent in
accordance herewith shall be binding upon the Guarantors notwithstanding any
subsequent cure of an Event of Default.

     

    SECTION
5.04. Securities Act,
etc.

     

      In
view of the position of the Guarantors in relation to the Pledged Collateral, or
because of other current or future circumstances, a question may arise under the
Securities Act of 1933, as now or hereafter in effect, or any similar federal
statute hereafter enacted analogous in purpose or effect (such Act and any such
similar statute as from time to time in effect being called the “Federal Securities
Laws”) with respect to any disposition of the Pledged Collateral
permitted hereunder.  Each Guarantor 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 Pledged Collateral, and might also limit the extent to which
or the manner in which any subsequent transferee of any Pledged 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 Pledged Collateral under applicable Blue Sky or other state
securities laws or similar laws analogous in purpose or effect.  Each
Guarantor acknowledges and agrees that in light of such restrictions and
limitations, the Collateral Agent, in its sole and absolute discretion, (a) may
proceed to make such a sale whether or not a registration statement for the
purpose of registering such Pledged Collateral or part thereof shall have been
filed under the Federal Securities Laws or, to the extent applicable, Blue Sky
or other state securities laws and (b) may approach and negotiate with a single
potential purchaser to effect such sale.  Each Guarantor acknowledges
and agrees that any such sale might result in prices and other terms less
favorable to the seller than if such sale were a public sale without such
restrictions.  In the event of any such sale, the Collateral Agent
shall incur no responsibility or liability for selling all or any part of the
Pledged Collateral at a price that the Collateral Agent, in its sole and
absolute discretion, may in good faith deem reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might have
been realized if the sale were deferred until after registration as aforesaid or
if more than a single purchaser were approached.  The provisions of
this Section 5.04 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.

     

    SECTION
5.05. Registration,
etc.

     

      Each
Guarantor agrees that, upon the occurrence and during the continuance of an
Event of Default, if for any reason the Collateral Agent desires to sell any of
the Pledged Collateral at a public sale, it will, at any time and from time to
time, upon the written request of the Collateral Agent, use its commercially
reasonable efforts to take or to cause the issuer of such Pledged Collateral to
take such action and prepare, distribute and/or file such documents, as are
required or advisable in the reasonable opinion of counsel for the Collateral
Agent to permit the public sale of such Pledged Collateral.  Each
Guarantor further agrees to indemnify, defend and hold harmless the
Administrative Agent, each other Secured Party, any underwriter and their
respective officers, directors, affiliates and controlling persons from and
against all loss, liability, expenses, costs of counsel (including reasonable
fees and expenses of legal counsel to the Collateral Agent of, and claims
(including the costs of investigation) that they may incur insofar as such loss,
liability, expense or claim arises out of or is based upon any alleged untrue
statement of a material fact contained in any prospectus (or any amendment or
supplement thereto) or in any notification or offering circular, or arises out
of or is based upon any alleged omission to state a material fact required to be
stated therein or necessary to make the statements in any thereof not
misleading, except insofar as the same may have been caused by any untrue
statement or omission based upon information furnished in writing to such
Guarantor or the issuer of such Pledged Collateral by the Collateral Agent or
any other Secured Party expressly for use therein.  Each Guarantor
further agrees, upon such written request referred to above, to use its
commercially reasonable efforts to qualify, file or register, or cause the
issuer of such Pledged Collateral to qualify, file or register, any of the
Pledged Collateral under the Blue Sky or other securities laws of such states as
may be reasonably requested by the Collateral Agent and keep effective, or cause
to be kept effective, all such qualifications, filings or
registrations.  Each Guarantor will bear all costs and expenses of
carrying out its obligations under this Section 5.05.  Each Guarantor
acknowledges that there is no adequate remedy at law for failure by it to comply
with the provisions of this Section 5.05 only and that such failure would not be
adequately compensable in damages and, therefore, agrees that its agreements
contained in this Section 5.05 may be specifically enforced.

     

     

    ARTICLE
VI.                                

     

     

    


     

     

    Indemnity, Subrogation and
Subordination

     

    SECTION
6.01. 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 6.03), each Guarantor that is
a Borrower (a “Specified Borrower”)
agrees that (a) in the event a payment shall be made by any Guarantor under this
Agreement in respect of any Obligation of such Specified Borrower that has been
incurred by it as a Borrower, such Specified Borrower 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 (b) in the event any assets of any Guarantor
shall be sold pursuant to this Agreement or any other Security Document to
satisfy in whole or in part an Obligation of a Specified Borrower that has been
incurred by it as a Borrower, such Specified Borrower 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
6.02. Contribution and
Subrogation

     

    .  Each
Guarantor (a “Contributing
Guarantor”) agrees (subject to Section 6.03) that, in the event a payment
shall be made by any other Guarantor hereunder in respect of any Obligation or
assets of any other Guarantor shall be sold pursuant to any Security Document to
satisfy any Obligation and such other Guarantor (the “Claiming Guarantor”)
shall not have been fully indemnified by the Borrower of such Obligation as
provided in Section 6.01 or otherwise, 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 applicable, in each case multiplied by a fraction of which the
numerator shall be the net worth of such Contributing Guarantor on the date
hereof and the denominator shall be the aggregate net worth of all the
Guarantors on the date hereof (or, in the case of any Guarantor becoming a party
hereto pursuant to Section 7.16, the date of the supplement hereto executed and
delivered by such Guarantor).  Any Contributing Guarantor making any
payment to a Claiming Guarantor pursuant to this Section 6.02 shall be
subrogated to the rights of such Claiming Guarantor under Section 6.01 to the
extent of such payment.

     

    SECTION
6.03. Subordination

     

    .

     

    (a) Notwithstanding
any provision of this Agreement to the contrary, all rights of the Guarantors
under Sections 6.01 and 6.02 and all other rights of indemnity, contribution or
subrogation of the Guarantor under applicable law or otherwise shall be fully
subordinated to the indefeasible payment in full in cash of the
Obligations.  No failure on the part of any Borrower or any Guarantor
to make the payments required by Sections 6.01 and 6.02 (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, and each Guarantor shall remain liable for the full amount of the
obligations of such Guarantor hereunder.

     

    (b) Each
Guarantor hereby agrees that all Indebtedness and other monetary obligations
owed by it to any other Guarantor or any Subsidiary shall be subordinated to the
indefeasible payment in full in cash of the Obligations in the manner set forth
in Exhibit F to the Credit Agreement.

     

     

    ARTICLE
VII.                                

     

     

    


     

     

    Miscellaneous

     

    SECTION
7.01. Notices

     

    .  All
communications and notices hereunder shall (except as otherwise expressly
permitted herein) be in writing and given as provided in Section 9.01 of the
Credit Agreement.  All communications and notices hereunder to any
Subsidiary Party shall be given to it in care of the Company, with such notice
to be given as provided in Section 9.01 of the Credit Agreement.

     

    SECTION
7.02. Security Interest
Absolute

     

    .  All
rights of the Collateral Agent hereunder, the Security Interest, the security
interest in the Pledged Collateral and all obligations of each Guarantor
hereunder shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of the Credit Agreement, any other Loan Document, any
agreement with respect to any of the Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner
or place of payment of, or in any other term of, all or any of the Obligations,
or any other amendment or waiver of or any consent to any departure from the
Credit Agreement, any other Loan Document or any other agreement or instrument,
(c) any exchange, release or non-perfection of any Lien on other
collateral, or any release or amendment or waiver of or consent under or
departure from any guarantee, securing or guaranteeing all or any of the
Obligations or (d) any other circumstance that might otherwise constitute a
defense available to, or a discharge of, any Guarantor in respect of the
Obligations or this Agreement.

     

    SECTION
7.03. [Reserved]

     

    .

     

    SECTION
7.04. Binding Effect; Several
Agreement

     

    .  This
Agreement shall become effective as to any party to this Agreement when a
counterpart hereof executed on behalf of such party shall have been delivered to
the Administrative Agent and a counterpart hereof shall have been executed on
behalf of the Collateral Agent, and thereafter shall be binding upon such party
and the Collateral Agent and their respective permitted successors and assigns,
and shall inure to the benefit of such party, the Collateral Agent and the other
Secured Parties and their respective permitted successors and assigns, except
that no party shall have the right to assign or transfer its rights or
obligations hereunder or any interest herein or in the Collateral (and any such
assignment or transfer shall be void) except as expressly contemplated by this
Agreement or the Credit Agreement.  This Agreement shall be construed
as a separate agreement with respect to each party and may be amended, modified,
supplemented, waived or released with respect to any party without the approval
of any other party and without affecting the obligations of any other party
hereunder.

     

    SECTION
7.05. Successors and
Assigns

     

    .  Whenever
in this Agreement any of the parties hereto is referred to, such reference shall
be deemed to include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of any Guarantor or the
Collateral Agent that are contained in this Agreement shall bind and inure to
the benefit of their respective permitted successors and assigns.

     

    SECTION
7.06. Collateral Agent’s Fees and
Expenses; Indemnification

     

    .

     

    (a) The
parties hereto agree that the Collateral Agent shall be entitled to
reimbursement of its expenses incurred hereunder as provided in Section 9.05 of
the Credit Agreement.

     

    (b) Without
limitation of its indemnification obligations under the other Loan Documents,
each Guarantor jointly and severally agrees to indemnify the Collateral Agent
and the other Indemnitees (as defined in Section 9.05 of the Credit Agreement)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including reasonable counsel fees,
charges and disbursements, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of, (i) the execution,
delivery or performance of this Agreement or any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto and thereto of their respective obligations thereunder or the
consummation of the Transactions and other transactions contemplated hereby,
(ii) the use of proceeds of the Loans or the use of any Letter of Credit or
(iii) any claim, litigation, investigation or proceeding relating to any of the
foregoing, or to the Collateral, whether or not any Indemnitee is a party
thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses result primarily from
the gross negligence or willful misconduct of such Indemnitee (treating for the
purposes of this Section 7.06(b) only any Secured Party and its Related Parties
as a single Indemnitee).

     

    (c) Any such
amounts payable as provided hereunder shall be additional Obligations
hereunder.  The provisions of this Section 7.06 shall remain operative
and in full force and effect regardless of the termination of this Agreement or
any other Loan Document, the consummation of the transactions contemplated
hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of the Collateral Agent or
any other Secured Party.  All amounts due under this Section 7.06
shall be payable on written demand therefor (accompanied by a reasonably
detailed computation of the amounts to be paid).

     

    SECTION
7.07. Collateral Agent Appointed
Attorney-in-Fact

     

    .  Each
Guarantor hereby appoints the Collateral Agent the attorney-in-fact of such
Guarantor for the purpose, during the continuance of an Event of Default, of
carrying out the provisions of this Agreement and taking any action and
executing any instrument that the Collateral Agent may deem necessary or
advisable to accomplish the purposes hereof, which appointment is irrevocable
and coupled with an interest.  Without limiting the generality of the
foregoing, the Collateral Agent shall have the right, upon the occurrence and
during the continuance of a Noticed Event of Default, with full power of
substitution either in the Collateral Agent’s name or in the name of such
Guarantor, (a) to receive, endorse, assign or deliver any and all notes,
acceptances, checks, drafts, money orders or other evidences of payment relating
to the Collateral or any part thereof; (b) to demand, collect, receive payment
of, give receipt for and give discharges and releases of all or any of the
Collateral; (c) to ask for, demand, sue for, collect, receive and give
acquittance for any and all moneys due or to become due under and by virtue of
any Collateral; (d) to sign the name of any Guarantor on any invoice or bill of
lading relating to any of the Collateral; (e) to send verifications of Accounts
to any Account Debtor; (f) to commence and prosecute any and all suits, actions
or proceedings at law or in equity in any court of competent jurisdiction to
collect or otherwise realize on all or any of the Collateral or to enforce any
rights in respect of any Collateral; (g) to settle, compromise, compound, adjust
or defend any actions, suits or proceedings relating to all or any of the
Collateral; (h) to notify, or to require any Guarantor to notify, Account
Debtors to make payment directly to the Collateral Agent; and (i) to use, sell,
assign, transfer, pledge, make any agreement with respect to or otherwise deal
with all or any of the Collateral, and to do all other acts and things necessary
to carry out the purposes of this Agreement, as fully and completely as though
the Collateral Agent were the absolute owner of the Collateral for all purposes;
provided, that
nothing herein contained shall be construed as requiring or obligating the
Collateral Agent to make any commitment or to make any inquiry as to the nature
or sufficiency of any payment received by the Collateral Agent, or to present or
file any claim or notice, or to take any action with respect to the Collateral
or any part thereof or the moneys due or to become due in respect thereof or any
property covered thereby.  The Collateral Agent and the other Secured
Parties shall be accountable only for amounts actually received as a result of
the exercise of the powers granted to them herein, and neither they nor their
officers, directors, employees or agents shall be responsible to any Guarantor
for any act or failure to act hereunder, except for their own gross negligence
or willful misconduct.

     

    SECTION
7.08. GOVERNING
LAW

     

    .  THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     

    SECTION
7.09. Waivers;
Amendment

     

    .

     

    (a) No
failure or delay by the Administrative Agent, the Collateral Agent, any Issuing
Bank or any Lender in exercising any right, power or remedy hereunder or under
any other Loan Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right, power or remedy, or any abandonment or
discontinuance of steps to enforce such a right, power or remedy, preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy.  The rights, powers and remedies of the Administrative Agent,
the Collateral Agent, any Issuing Bank and the Lenders hereunder and under the
other Loan Documents are cumulative and are not exclusive of any rights, powers
or remedies that they would otherwise have.  No waiver of any
provision of this Agreement or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section 7.09, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given.  Without limiting the generality of the foregoing, the making
of a Loan or the issuance of a Letter of Credit shall not be construed as a
waiver of any Default or Event of Default, regardless of whether the
Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may
have had notice or knowledge of such Default or Event of Default at the
time.  No notice or demand on any Loan Party in any case shall entitle
any Loan Party to any other or further notice or demand in similar or other
circumstances.

     

    (b) Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Collateral Agent and the Loan Party or Loan Parties with respect to which such
waiver, amendment or modification is to apply (or, at its election and after the
Effective Date, by Holdings on behalf of all such Loan Parties), subject to any
consent required in accordance with Section 9.08 of the Credit
Agreement.

     

    SECTION
7.10. WAIVER OF JURY
TRIAL

     

    .  EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENTS.  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 7.10.

     

    SECTION
7.11. Severability

     

    .  In
the event any one or more of the provisions contained in this Agreement or in
any other Loan Document should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby.  The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

     

    SECTION
7.12. Counterparts

     

    .  This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but
one contract, and shall become effective as provided in Section
7.04.  Delivery of an executed counterpart to this Agreement by
facsimile transmission shall be as effective as delivery of a manually signed
original.

     

    SECTION
7.13. Headings

     

    .  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Agreement.

     

    SECTION
7.14. Jurisdiction; Consent to
Service of Process

     

    .

     

    (a) Each
party to this Agreement hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or any other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such federal court.  Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.  Nothing in this
Agreement shall affect any right that the Administrative Agent, the Collateral
Agent, any Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against any
Guarantor, or its properties, in the courts of any jurisdiction.

     

    (b) Each
party to this Agreement hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or any other Loan Document in any
New York State or federal court.  Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

     

    (c) Each
Guarantor not a party to the Credit Agreement hereby appoints
[                                  ]
as its agent for service of process, such appointment to be on the same basis as
set forth in Section 9.15(c) of the Credit Agreement.

     

    SECTION
7.15. Termination or
Release

     

    .

     

    (a) This
Agreement, the guarantees made herein, the Security Interest and all other
security interests granted hereby shall terminate on the first date when all the
Obligations have been indefeasibly paid in full in cash and the Lenders have no
further commitment to lend under the Credit Agreement, the Revolving L/C
Exposure and CL Exposure each has been reduced to zero and each Issuing Bank has
no further obligations to issue Letters of Credit under the Credit
Agreement.

     

    (b) A
Subsidiary Party shall automatically be released from its obligations hereunder
and the security interests in the Collateral of such Subsidiary Party shall be
automatically released upon the consummation of any transaction permitted by the
Credit Agreement as a result of which such Subsidiary Party ceases to be a
Subsidiary of the Company; provided that the
Required Lenders shall have consented to such transaction (to the extent such
consent is required by the Credit Agreement) and the terms of such consent did
not provide otherwise.

     

    (c) Upon any
sale or other transfer by any Guarantor of any Collateral that is permitted
under the Credit Agreement to any person that is not a Guarantor, or upon the
effectiveness of any written consent to the release of the security interest
granted hereby in any Collateral pursuant to Section 9.08 of the Credit
Agreement, the security interest in such Collateral shall be automatically
released.

     

    (d) In
connection with any termination or release pursuant to paragraph (a), (b) or (c)
of this Section 7.15, the Collateral Agent shall execute and deliver to any
Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall
reasonably request to evidence such termination or release.  Any
execution and delivery of documents pursuant to this Section 7.15 shall be
without recourse to or warranty by the Collateral Agent.

     

    SECTION
7.16. Additional
Parties

     

    .  On
the date occurring after the Effective Date on which a Person first becomes a
Domestic Subsidiary, such Person shall, to the extent required by Section 5.10
of the Credit Agreement, become a party hereto as a Guarantor.  Upon
execution and delivery by the Collateral Agent and any such Person of a
Supplement, such Person shall become a Guarantor hereunder with the same force
and effect as if originally named as a Guarantor herein.  The
execution and delivery of a Supplement shall not require the consent of any
other party to this Agreement.  The rights and obligations of each
party to this Agreement shall remain in full force and effect notwithstanding
the addition of any new party to this Agreement.

     

    SECTION
7.17. Right of
Set-off

     

    .  If
an Event of Default shall have occurred and be continuing, each Lender and each
Issuing Bank is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender or such Issuing Bank to or
for the credit or the account of any party to this Agreement against any of and
all the obligations of such party now or hereafter existing under this Agreement
owed to such Lender or such Issuing Bank, irrespective of whether or not such
Lender or such Issuing Bank shall have made any demand under this Agreement and
although such obligations may be unmatured.  The rights of each Lender
under this Section 7.17 are in addition to other rights and remedies (including
other rights of set off) that such Lender or such Issuing Bank may
have.

     

    [Signature
Page Follows]

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
day and year first above written.

     

    CELANESE
HOLDINGS LLC

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title:
      

            


    

     

    CELANESE
US HOLDINGS LLC

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

    CELANESE
AMERICAS CORPORATION

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

    BCP
CRYSTAL US 2 LLC

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

                        CELANESE ACETATE LLC

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

    CELANESE
CHEMICALS, INC.

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name:
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    CELANESE
FIBERS OPERATIONS, LTD.

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

    CELANESE
HOLDINGS, INC.

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

    CELANESE
INTERNATIONAL CORPORATION

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title:  

            


    

     

    CELANESE
LTD. (Texas)

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title:
      

            


    

     

    CELANESE
OVERSEAS CORPORATION

     

    
      	
               
      

            	
              By:

            	  	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

    CELANESE
PIPE LINE COMPANY (Texas)

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

                             CELTRAN,
INC.

     

    
      	
               
      

            	
              By:

            	  	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

    CELWOOD
INSURANCE COMPANY (Vermont)

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

    CNA
FUNDING LLC

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

    CNA
HOLDINGS, INC.

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

    FKAT
LLC

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

    TICONA
FORTRON INC.

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

    TICONA
LLC

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

                             KEP AMERICAS
ENGINEERING PLASTICS, LLC

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

    TICONA
POLYMERS, INC.

     

    
      	
               
      

            	
              By:

            	  	 


    

     

    
      	
               
      

            	
              Name: 
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

     

    
      TICONA
GUR SERVICES, INC.

       

      
        	
                 
      

              	
                By:

              	  	 


      

       

      
        	
                 
      

              	
                Name: 
      

              


      

       

      
        	
                 
      

              	
                Title: 
      

              


      



    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    DEUTSCHE
BANK AG, NEW YORK BRANCH,

     

      as
Collateral Agent

     

    
      	
               
      

            	
              By:

            	
            	 


    

     

    
      	
               
      

            	
              Name:
      

            


    

     

    
      	
               
      

            	
              Title:
      

            


    

     

    
      	
               
      

            	
               

            	 /s/ 	 


    

     

    
      	
               
      

            	
              Name:
      

            


    

     

    
      	
               
      

            	
              Title: 
      

            


    

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Schedule I
to

    the
Guarantee and

    Collateral
Agreement

    


     

    Subsidiary
Parties

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Schedule II
to

    the
Guarantee and

    Collateral
Agreement

    


     

    EQUITY INTERESTS & DEBT
SECURITIES

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Schedule III
to

    Guarantee
and

    Collateral
Agreement

    


     

    COPYRIGHTS OWNED BY [NAME OF
GUARANTOR]

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Schedule III
to

    Guarantee
and

    Collateral
Agreement

    


     

    PATENTS OWNED BY [NAME OF
GUARANTOR]

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Schedule III
to

    Guarantee
and

    Collateral
Agreement

    


     

    TRADEMARKS OWNED BY [NAME OF
GUARANTOR]

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Exhibit
I

    to
Guarantee and

    Collateral
Agreement

    


     

    SUPPLEMENT
NO. __ dated as of
                     (this
“Supplement”),
to the Guarantee and Collateral Agreement dated as of April 2, 2007 (the “Collateral
Agreement”), among CELANESE HOLDINGS LLC, CELANESE US HOLDINGS LLC,
CELANESE AMERICAS CORPORATION and the other Guarantors party thereto and
DEUTSCHE BANK AG, NEW YORK BRANCH as Collateral Agent (in such capacity, the
“Collateral
Agent”) for the Secured Parties (as defined herein).

     

    A.           Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Collateral Agreement.

     

    B.           Section
7.16 of the Collateral Agreement provides that additional Persons will become
Guarantors under the Collateral Agreement by execution and delivery of an
instru-ment in the form of this Supplement.  The undersigned Person
(the “New
Guarantor”) is execut-ing this Supplement to become a
Guarantor.

     

    Accordingly,
the Collateral Agent and the New Guarantor agree as follows:

     

    SECTION
1.                      In
accordance with Section 7.16 of the Collateral Agreement, the New Guarantor by
its signature below becomes a Guarantor under Collateral Agreement with the same
force and effect as if originally named therein as a Guarantor, and the New
Guarantor hereby (a) agrees to all the terms and provisions of the Collateral
Agreement applicable to it as a Guarantor and (b) represents and warrants that
the representations and warranties made by it as a Guarantor thereunder are true
and correct, in all material respects, on and as of the date
hereof.  In furtherance of the foregoing, the New Guarantor, as
security for the payment and performance in full of the Obligations, does hereby
create and grant to the Collateral Agent, its successors and assigns, for the
benefit of the Secured Parties, their successors and assigns, a security
interest in and Lien on all the New Guarantor’s right, title and interest in and
to the Collateral of the New Guarantor.  Each reference to a
“Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include
the New Guarantor.  The Collateral Agreement is hereby incorporated
herein by reference.

     

    SECTION
2.                      The
New Guarantor represents and warrants to the Collateral Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, subject to (i) the effects
of bankruptcy, insolvency, moratorium, reor-ganization, fraudulent conveyance or
other similar laws affecting creditors’ rights generally, (ii) general
principles of equity (regardless of whether such enforceability is considered in
a pro-ceeding in equity or at law) and (iii) implied covenants of good faith and
fair dealing.

     

    SECTION
3.                      This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but
one contract.  This Supplement shall become effective when (a) the
Collateral Agent shall have received a counterpart of this Supplement that bears
the signature of the New Guarantor and (b) the Collateral Agent has executed a
counterpart hereof.

     

    SECTION
4.                      The
New Guarantor hereby represents and warrants that (a) set forth on Schedule I attached
hereto is a true and correct schedule of the location of any and all Article 9
Collateral of the New Guarantor, (b) set forth on Schedule II attached
hereto is a true and correct schedule of all the Pledged Securities of the New
Guarantor and (c) set forth under its signature hereto, is the true and correct
legal name of the New Guarantor, its jurisdiction of formation and the location
of its chief executive office.

     

    SECTION
5.                      Except
as expressly supplemented hereby, the Collateral Agree-ment shall remain in full
force and effect.

     

    SECTION
6.                                THIS
SUPPLEMENT AND THE RIGHTS AND OBLIGA-TIONS OF THE PARTIES UNDER THIS SUPPLEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.

     

    SECTION
7.                      In
the event any one or more of the provisions contained in this Supplement should
be held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and in the
Collateral Agreement shall not in any way be affected or impaired
thereby.  The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforce-able provisions.

     

    SECTION
8.                      All
communications and notices hereunder shall be in writing and given as provided
in Section 7.01 of the Collateral Agreement.

     

    SECTION
9.                      The
New Guarantor agrees to reimburse the Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the
reason-able fees, disbursements and other charges of counsel for the Collateral
Agent.

     

    IN
WITNESS WHEREOF, the New Guarantor and the Collateral Agent have duly executed
this Supplement to the Collateral Agreement as of the day and year first above
written.

    


    


    
      
        
          
            --

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    [NAME OF
NEW GUARANTOR]

    


    


    By:         

    Name:

    Title:

    


    


    Legal
Name:

    


    


    Jurisdiction
of Formation:

    


    


    Location
of Chief Executive Office:

    


    


    
      	
               
      

            	
              DEUTSCHE
      BANK AG, NEW YORK BRANCH, as Collateral
Agent

            


    

    


    


    By:         

    Name:

    Title:

    


    


    By:         

    Name:

    Title:

     

    


    


    
      
        
          
            --

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Schedule
I to

    Supplement
No.___

    to the
Guarantee and

    Collateral
Agreement

    


     

    LOCATION
OF ARTICLE 9 COLLATERAL

    
      	
              
                 

                Description

              

            	
              
                 

                Location

              

            
	 
      	 
      
	 
      	 
      


    

     

    


     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Schedule II
to

    Supplement
No.__

    to the
Guarantee and

    Collateral
Agreement

    


     

    Pledged Securities of the
New Guarantor

     

    EQUITY
INTERESTS

     

    


    
      	
              
                 

                Number
      of Issuer Certificate

              

            	
              
                 

                Registered
      Owner

              

            	
              
                 

                Number
      and Class

                of
      Equity Interest

              

            	
              
                 

                Percentage
      of

                Equity
      Interests

              

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

     

    DEBT
SECURITIES

     

    


    
      	
              
                 

                Issuer

              

            	
              
                 

                Principal
      Amount

              

            	
              
                 

                Date
      of Note

              

            	
              
                 

                Maturity
      Date

              

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

     

    OTHER
PROPERTY

    


    
      	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Exhibit
II

    to
Guarantee and

    Collateral
Agreement

    


     

    PERFECTION
CERTIFICATE

     

    Reference
is hereby made to the Credit Agreement (the “Credit Agreement”),
dated as of April 2, 2007 (such date, the “Closing Date”), among
CELANESE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CELANESE
US HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), CELANESE
AMERICAS CORPORATION, a Delaware corporation (“CAC”), certain other
subsidiaries of the Company from time to time party hereto as a borrower, the
LENDERS party hereto from time to time, DEUTSCHE BANK AG, NEW YORK BRANCH
(“DBNY”), as
administrative agent (in such capacity, the “Administrative
Agent”), and as collateral agent (in such capacity, the “Collateral Agent”),
MERRILL LYNCH CAPITAL CORPORATION (“MLCC”), as
syndication agent (in such capacity, the “Syndication Agent”),
and ABN AMRO BANK N.V., BANK OF AMERICA, N.A., CITIBANK NA, AND JP MORGAN CHASE
BANK NA, as co-documentation agents.  Terms defined in the Credit
Agreement are used herein as therein defined.  Capitalized terms used
but not defined herein have the meanings assigned in the Credit Agreement; provided that the
term “Collateral” shall not, for the purposes of this Perfection Certificate,
include the Mortgaged Properties.

     

    The
undersigned hereby certifies to the Collateral Agent as follows:

     

    1. Names.  (a)  The
exact legal name of the Borrower and each Domestic Subsidiary Loan Party, as
such name appears in its respective certificate of incorporation or any other
organizational document, is set forth in Schedule 1(a).  Each of the
Borrower and each Domestic Subsidiary Loan Party is (i) the type of entity
disclosed next to its name in Schedule 1(a) and (ii) a registered
organization except to the extent disclosed in Schedule 1(a).  Also
set forth in Schedule 1(a) is the organizational identification number, if any,
of each of the Borrower and each Domestic Subsidiary Loan Party that is a
registered organization, the Federal Taxpayer Identification Number of each of
the Borrower and each Domestic Subsidiary Loan Party and the State of formation
of each of the Borrower and each Domestic Subsidiary Loan Party.

     

    (b)           Set
forth in Schedule 1(b)
is each corporate or organizational name that each of the Borrower and
each Domestic Subsidiary Loan Party has had in the past five years, together
with the dates of the relevant changes.

     

    (c)           Set
forth in Schedule 1(c)
is a list of all other names (including trade names or similar
appellations) used by each of the Borrower and each Domestic Subsidiary Loan
Party, or any other business or organization to which each of the Borrower and
each Domestic Subsidiary Loan Party became the successor by merger,
consolidation, acquisition, change in form, nature or jurisdiction of
organization or otherwise, now or at any time during the past five
years.

     

    2. Current
Locations.  (a)  The chief executive office of each
of the Borrower and each Domestic Subsidiary Loan Party is located at the
address set forth in Schedule
2(a) hereto.  Set forth in Schedule 2(b) are all
locations where each of the Borrower and each Domestic Subsidiary Loan Party
maintains any books or records relating to any Collateral.

     

    (b)           [Intentionally
Omitted]

     

    (c)           [Intentionally
Omitted]

     

    (d)           [Intentionally
Omitted]

     

    3. [Intentionally
Omitted].

     

    4. Extraordinary
Transactions.  Except for those purchases, acquisitions and
other transactions described on Schedule 4 attached hereto,
all of the Collateral has been originated by each of the Borrower and each
Domestic Subsidiary Loan Party in the ordinary course of business or consists of
goods which have been acquired by each of the Borrower and each Domestic
Subsidiary Loan Party in the ordinary course of business from a person in the
business of selling goods of that kind.

     

    5. File Search
Reports.  Attached hereto as Schedule 5(a) is a true and
accurate summary of file search reports from (A) the Uniform Commercial Code
Filing offices (i) in each jurisdiction identified in Section 1(a), Section 2 or
Section 3 with respect to each legal name set forth in Section 1 and (ii) in
each jurisdiction described in Schedule 1(c) relating to any
of the transactions described in Schedule 1(c) with respect to
each legal name of the person or entity from which each Domestic Subsidiary Loan
Party purchased or otherwise acquired any of the Collateral within the past four
months.  Attached hereto as Schedule 5(b) is a true copy
of each financing statement or other Filing identified in such file search
reports.

     

    6. UCC
Filings.  A financing statement (duly authorized by the
Borrower and each Domestic Subsidiary Loan Party constituting the Debtor
therein) and indicating the Collateral as appropriate or describing such
Collateral as “all assets” or “all property” has been delivered to the
Collateral Agent in appropriate form for Filing in the Filing offices in the
jurisdictions identified in Schedule 6
hereof.

     

    7. Schedule of
Filings.  Attached hereto as Schedule 7 is a schedule
setting forth, with respect to the filings described in Section 6 above, each
Filing and the Filing office in which such Filing is to be
made.  Except to the extent listed on Schedule 13(a), no other filings
in the United States (or any political subdivision thereof) and its territories
and possessions are required to create, preserve, protect and perfect the
security interests in the Collateral granted to the Collateral Agent pursuant to
the Security Documents.

     

    8. Real
Property.  Attached hereto as Schedule 8 is a list of all
real property with a fair market value in excess of $20 million owned or leased
by the Borrower and each Domestic Subsidiary Loan Party.

     

    9. Termination
Statements.  A duly signed or otherwise authorized termination
statement has been duly filed in each applicable jurisdiction identified in
Schedule 9(a) hereto
with respect to each Lien described therein.  Attached hereto as Schedule 9(b) is a true copy
of each filing duly acknowledged or otherwise identified by the Filing
officer.

     

    10. No
Change.  The undersigned knows of no change or anticipated
change in any of the circumstances or with respect to any of the matters
contemplated in Sections
1 through 9 and
Section 12 of this
Perfection Certificate except as set forth on Schedule 10
hereto.

     

    11. Stock Ownership and other
Equity Interests.  Attached hereto as Schedule 11 is a true and
correct list of all the issued and outstanding stock, partnership interests,
limited liability company membership interests or other equity interest of the
Borrower and each Domestic Subsidiary Loan Party and each “first tier” Foreign
Subsidiary directly owned by the Borrower and each Domestic Subsidiary Loan
Party; and the record and beneficial owners of such stock, partnership
interests, membership interests or other equity interests.

     

    12. Instruments and Tangible
Chattel Paper.  Attached hereto as Schedule 12 is a true and
correct list of all Instruments and Tangible Chattel Paper and other evidence of
indebtedness (other than intercompany current liabilities incurred in the
ordinary course of business), in each case, evidencing an amount in excess of
$10,000,000 held by the Borrower and each Domestic Subsidiary Loan Party as of
the date hereof, including all intercompany notes between the Domestic
Subsidiary Loan Parties required to be pledged pursuant to Section 3.02(b) of
the US Collateral Agreement.

     

    13. Intellectual
Property.  Attached hereto as Schedule 13(a) in proper form
for Filing with the United States Patent and Trademark Office is a schedule
setting forth all of the Borrower and each Domestic Subsidiary Loan Party’s
United States Patents, Patent Applications, Trademark Applications, Trademarks
Registrations, and Copyright Registrations (each as defined in the US Collateral
Agreement), including the name of the registered owner and the registration
number of each Patent, Trademark and Copyright owned by the Borrower and each
Domestic Subsidiary Loan Party.  Attached hereto as Schedule 13(b) is a schedule
setting forth all of the Borrower and the Domestic Subsidiary Loan Parties’
material United States Patent, Trademark and Copyright License Agreements (each
as defined in the US Collateral Agreement), including the name of the registered
owner and the registration number of each material United States Patent,
Trademark and Copyright License Agreement owned by the Borrower and each
Domestic Subsidiary Loan Party.  Schedule 13(a) and Schedule 13(b)
remain subject to completion within [ten (10) days] of the Closing
Date.

     

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    IN
WITNESS WHEREOF, I have hereunto signed this Perfection Certificate as of the
Closing Date.

    


     

    CELANESE
US HOLDINGS LLC

    (ON
BEHALF OF ITSELF AND ALL GUARANTOR

    SUBSIDIARIES)

    


    By:
_______________________________________

    Name:  James E.
Shields

    Title:  Vice President and
Treasurer