EXECUTION COPY


AMENDMENT AND RESTATEMENT
AGREEMENT 

Dated as of April 23, 2012


          THIS AMENDMENT AND RESTATEMENT AGREEMENT (this
“Agreement”) is made as of April 23, 2012 by and among
Meritor, Inc. (formerly known as ArvinMeritor, Inc.), an Indiana corporation
(the “Company”), ArvinMeritor Finance Ireland, a private
unlimited liability company incorporated under the laws of Ireland (the
“Subsidiary
Borrower”, and collectively with
the Company, the “Borrowers”), the financial
institutions listed on the signature pages hereof as an “Extending 2017 Lender”,
“New 2017 Lender”, “Non-Extending Lender” and/or “Discontinuing Affiliated
Lender” (each as defined below) and JPMorgan Chase Bank, N.A., in its capacity
as administrative agent for the Lenders (the “Administrative Agent”), under that certain Credit Agreement dated as
of June 23, 2006 by and among the Borrowers, the Lenders party thereto and the
Administrative Agent (as amended by Amendment No. 1 thereto dated as of February
23, 2007, Amendment No. 2 thereto dated as of October 2, 2007, Amendment No. 3
thereto dated as of October 26, 2007, Amendment No. 4 thereto dated as of
December 10, 2007 and Amendment No. 5 thereto dated as of February 26, 2010, the
“Existing Credit
Agreement”).

          WHEREAS,
the Borrowers, the undersigned Lenders and the Administrative Agent have agreed
to amend and restate the Existing Credit Agreement. 

          NOW,
THEREFORE, in consideration of the premises set forth above, the terms and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
have agreed to enter into this Agreement. 

         
1. Defined Terms.

          (a) Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Restated Credit Agreement (as defined in Section 2 below).

         
(b) As used in this Agreement: 

     “2017 Commitment” shall mean, with respect to any 2017 Lender, the
aggregate amount of such 2017 Lender’s 2017 Revolving Loan Commitment and 2017
Term Loan Commitment. 

     “2017 Lender” shall mean each Extending 2017 Lender and each New 2017
Lender.

     “Affiliated Lender” is defined in Section 3.

     “Continuing Non-Affiliated Lender” is defined in Section 3.

     “Discontinuing Non-Affiliated
Lender” is defined in
Section 3. 

     “Existing Lender” shall mean any Lender party to the Existing
Credit Agreement immediately prior to the Restatement Effective Date.


     “Extending 2017 Lender” shall mean any Existing Lender that has
consented to extend the maturity date for its Revolving Loan Commitment and
Revolving Loans under the Existing Credit Agreement to the 2017 Maturity Date;
provided that such Existing Lender shall be considered an Extending 2017 Lender solely to the extent of such extended
Revolving Loan Commitment. 







     “New
2017 Lender” shall mean (a) any
financial institution that is not an Existing Lender but that is to become a
2017 Revolving Loan Lender and a 2017 Term Loan Lender on the Restatement
Effective Date with the consent of each of the Company and the Administrative
Agent or (b) any Existing Lender that is to become a 2017 Revolving Loan Lender
and a 2017 Term Loan Lender on the Restatement Effective Date and whose 2017
Commitment is to exceed its Revolving Loan Commitment (as defined in the
Existing Credit Agreement); provided that such Existing Lender shall be
considered a New 2017 Lender solely to the extent of such excess. 

     “Non-Extending Lender”
shall mean any Existing Lender that is not an Extending 2017 Lender (other than
a Discontinuing Non-Affiliated Lender). 

         
2. Amendment and Restatement of the Existing Credit
Agreement; Reaffirmation.

         
(a) Effective on the Restatement Effective Date (as
defined below), the Existing Credit Agreement (including the Exhibits and
Schedules thereto) is hereby amended and restated in its entirety to read as set
forth in Exhibit A hereto (the “Restated Credit Agreement”). From and after the effectiveness of such
amendment and restatement, the terms “Agreement”, “this Agreement”, “herein”,
“hereinafter”, “hereto”, “hereof” and words of similar import, as used in the
Restated Credit Agreement, shall, unless the context otherwise requires, refer
to the Restated Credit Agreement, and the term “Credit Agreement”, as used in
the other Loan Documents, shall mean the Restated Credit Agreement. 

         
(b) Subject to Section 3 below, all
“Revolving Commitments” as defined in, and in effect under, the Existing Credit
Agreement on the Restatement Effective Date shall continue in effect under the
Restated Credit Agreement, and all “Loans” and “Letters of Credit” as defined
in, and outstanding under, the Existing Credit Agreement on the Restatement
Effective Date shall continue to be outstanding under the Restated Credit
Agreement, and on and after the Restatement Effective Date the terms of the
Restated Credit Agreement will govern the rights and obligations of the
Borrowers, the Lenders and the Administrative Agent with respect thereto.


         
(c) The amendment and restatement of the Existing
Credit Agreement as contemplated hereby shall not be construed to discharge or,
except as expressly contemplated under Section 3 below, otherwise
affect any obligations of the Borrowers accrued or otherwise owing under the
Existing Credit Agreement that have not been paid, it being understood that such
obligations will constitute obligations under the Restated Credit
Agreement.

         
(d) Each Borrower hereby (a) agrees that the Restated
Credit Agreement and the transactions contemplated hereby and thereby shall not
limit or diminish the obligations of such Borrower arising under or pursuant to
the Loan Documents to which it is a party, (b) reaffirms all of its obligations
under the Loan Documents to which it is a party, (c) reaffirms all Liens on any
collateral (including the Collateral) which have been granted by it in favor of
the Administrative Agent pursuant to any of the Loan Documents (and any filings
made in connection therewith), and (d) acknowledges and agrees that each Loan
Document executed by it remains in full force and effect and is hereby
reaffirmed, ratified and confirmed. 

         
3. Classification of Commitments and Credit Exposure;
Certain Commitment Reductions,
Increases or Additions; Etc.
Effective upon the Restatement Effective Date: 

         
(a) (i) each Existing Lender that, on or prior to the
date hereof, has executed and delivered to
the Administrative Agent (or its counsel) a counterpart of this Agreement as an
“Extending 2017 Lender” (or evidence thereof as contemplated by Section 4(a) below) shall be an Extending 2017 Lender for
purposes of the Restated Credit Agreement, and (ii) each New 2017 Lender that,
on or prior to the date hereof, has executed and delivered to the Administrative
Agent (or its counsel) a counterpart of this Agreement as a “New 2017 Lender”
(or evidence thereof as contemplated by Section 4(a) below) shall
be a New 2017 Lender for purposes of the Restated Credit Agreement;


2 







          (b)
subject to clause (c) below, the existing “Aggregate Revolving Loan Commitment” (under and as
defined in the Existing Credit Agreement) shall be deemed to be reduced by the
aggregate amount of the existing “Revolving Loan Commitments” (under and as
defined in the Existing Credit Agreement) of the Extending 2017 Lenders, with
such reduction being allocated solely to the Extending 2017 Lenders;

         
(c) (i) the existing “Revolving Loan Commitment”
(under and as defined in the Existing Credit Agreement) of any Extending 2017
Lender shall be reevidenced and reallocated under the Restated Credit Agreement
as a 2017 Revolving Loan Commitment (as reflected on Exhibit A-2 to the Restated
Credit Agreement) and a 2017 Term Loan Commitment (as reflected on Exhibit A-3
to the Restated Credit Agreement) in an aggregate amount equal to such existing
“Revolving Loan Commitment” (or, if less, the aggregate amount of 2017
Commitments of such Extending 2017 Lender set forth on Exhibits A-2 and A-3 to
the Restated Credit Agreement), and thereupon, each Extending 2017 Lender shall
become a 2017 Revolving Loan Lender and a 2017 Term Loan Lender, (ii) the
existing “Revolving Loans” (under and as defined in the Existing Credit
Agreement) of any Extending 2017 Lender shall be reevidenced and reallocated
under the Restated Credit Agreement as 2017 Revolving Loans and (iii) each
Extending 2017 Lender and New 2017 Lender shall fund its respective 2017 Term
Loan in accordance with the terms of the Restated Credit Agreement; 

         
(d) the existing “Revolving Loan Commitment” and
“Revolving Loans” (under and as defined in the Existing Credit Agreement) of any
Non-Extending Lender shall be renamed as a 2014 Revolving Loan Commitment (as
reflected on Exhibit A-1 to the Restated Credit Agreement) and 2014 Revolving
Loans, and thereupon, each Non-Extending Lender shall be identified as a 2014
Revolving Lender; it being understood and agreed, however, that the Revolving
Loan Termination Date applicable to such Non-Extending Lenders’ Revolving Loan
Commitments shall remain January 31, 2014, and the fees and interest margins
applicable to such Non-Extending Lenders’ Loans and Revolving Loan Commitments
will remain unchanged as set forth on the applicable Pricing Schedule; and


         
(e) each Non-Extending Lender’s participation
interests in existing Swing Line Loans and Letters of Credit and its obligation
to participate in additional Swing Line Loans and Letters of Credit, shall
terminate, and each Extending 2017 Lender and any New 2017 Lender shall acquire
its respective 2017 Revolving Pro Rata Share of participation interests in Swing
Line Loans and Letters of Credit as described in the Restated Credit
Agreement.

Notwithstanding the
foregoing paragraphs
(b) and (c), in the case of any Extending 2017 Lender and any Affiliate thereof that
also is an Existing Lender as of the Restatement Effective Date (the
“Affiliated Lenders”), at the request of each such Affiliated Lender, effective upon the
Restatement Effective Date (i) the “Revolving Loan Commitment” (under and as
defined in the Existing Credit Agreement) of one such Affiliated Lender (the
“Discontinuing Affiliated
Lender”) shall be reduced to zero
and the existing “Revolving Loans” (under and as defined in the Existing Credit
Agreement) of the Discontinuing Affiliated Lender shall be repaid in full, (ii)
the existing “Revolving Loan Commitment” (under and as defined in the Existing
Credit Agreement) of the Discontinuing Affiliated Lender shall be reevidenced
and reallocated under the Restated Credit Agreement as a 2017 Revolving Loan
Commitment (as reflected on Exhibit A-2 to the Restated Credit Agreement) and a
2017 Term Loan Commitment (as reflected on
Exhibit A-3 to the Restated Credit Agreement) of the other such Affiliated
Lender (the “Continuing Affiliated
Lender”) in an aggregate amount
equal to such existing “Revolving Loan Commitment” of such Discontinuing
Affiliated Lender (or, if less, the aggregate amount necessary to provide such
Continuing Affiliated Lender with the 2017 Commitments thereof set forth on
Exhibits A-2 and A-3 to the Restated Credit Agreement (notwithstanding the
reduction of the “Revolving Loan Commitment” (under and as defined in the
Existing Credit Agreement) of such Discontinuing Affiliated Lender to zero
pursuant to clause (i) above)), and (iii) the Continuing Affiliated Lender shall
fund 2017 Revolving Loans equal to the existing “Revolving Loans” (under and as
defined in the Existing Credit Agreement) of the Discontinuing Affiliated Lender
repaid pursuant to the foregoing clause (ii) and otherwise
fund its respective 2017 Revolving Loans and 2017 Term Loan in accordance with
the terms of the Restated Credit Agreement and Section 5(c) below.


3 







          4.
Conditions of
Effectiveness. The amendment and
restatement of the Existing Credit Agreement pursuant to Section 2 of this Agreement shall become effective as of the first date (the
“Restatement Effective
Date”) prior to April 23, 2012 on
which each of the following conditions shall have been satisfied:

         
(a) The Administrative Agent (or its counsel) shall
have received from each of the Borrowers, the Required Lenders (under and as
defined in the Existing Credit Agreement), any Extending 2017 Lenders and any
New 2017 Lenders either a counterpart of this Agreement signed on behalf of such
party or written evidence satisfactory to the Administrative Agent (which may
include facsimile or other electronic 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
favorable written opinions (addressed to the Administrative Agent and the
Lenders (as defined in the Restated Credit Agreement) and dated the Restatement
Effective Date) of (i) the U.S. counsels to the Company and the Subsidiary
Guarantors, (ii) the Irish counsel to the Subsidiary Borrower and (iii) the
foreign local counsel of each Foreign Subsidiary Guarantor, in each case in form
and substance reasonably satisfactory to the Administrative Agent and covering
such matters relating to the Loan Parties, the Loan Documents, this Agreement
and the transactions contemplated hereby as the Administrative Agent shall
reasonably request. The Borrowers hereby request such counsel to deliver such
opinion. 

         
(c) The Lenders shall have received (i) satisfactory
audited consolidated financial statements of the Company for the two most recent
fiscal years ended prior to the Restatement Effective Date as to which such
financial statements are available, (ii) satisfactory unaudited interim
consolidated financial statements of the Company for each quarterly period ended
subsequent to the date of the latest financial statements delivered pursuant to
clause (i) of this paragraph as to which such financial statements are publicly
available and (iii) satisfactory financial statement projections through and
including the Company’s 2014 fiscal year, together with such information as the
Administrative Agent and the Lenders shall reasonably request (including,
without limitation, a detailed description of the assumptions used in preparing
such projections). 

         
(d) The Administrative Agent shall have received such
documents and certificates as the Administrative Agent or its counsel may
reasonably request, including without limitation documents and certificates
relating to the organization, existence and good standing of the Loan Parties
and the authorization of this Agreement (including the Restated Credit
Agreement) and the transactions contemplated hereby and any other legal matters
relating to the Loan Parties, the Loan Documents or this Agreement (including
the Restated Credit Agreement) and the transactions contemplated hereby, all in
form and substance reasonably satisfactory to the Administrative Agent and its
counsel and as further described in the list of closing documents attached as
Exhibit E to the Restated Credit Agreement. 

4 







          (e)
The representations and warranties of
the Loan Parties set forth in the Loan Documents shall be true and correct in
all material respects as of the Restatement Effective 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, no Unmatured Default or Default shall
have occurred and be continuing as of the Restatement Effective Date, and the
Administrative Agent shall have received a certificate, dated as of the
Restatement Effective Date and signed by the president, a vice president or a
financial officer of the Company, confirming the foregoing. 

         
(f) The Administrative Agent shall have received a
certificate, dated as of the Restatement Effective Date, of a Designated
Financial Officer of the Company demonstrating to the satisfaction of the
Administrative Agent (i) a computation of Collateral Value Amount as of the most
recently completed fiscal quarter for which financial statements are available
and (ii) that the Collateral Value Amount as of such date shall be greater than
the Facilities Obligations Amount on the Restatement Effective Date (after
giving effect to the transactions contemplated hereby and by the Restated Credit
Agreement). 

         
(g) Liens creating a first priority security interest
in the Collateral shall have been granted and/or reaffirmed (as necessary) and
perfected to the reasonable satisfaction of the Administrative Agent.


         
(h) The Administrative Agent shall have received
evidence reasonably satisfactory to it that all governmental and third party
approvals necessary in connection with the Restated Credit Agreement, the
transactions contemplated thereby and the continuing operations of the Company
and its Subsidiaries have been obtained and are in full force and effect.


         
(i) The Administrative Agent shall have received (i)
all fees and other amounts due and payable on or prior to the Restatement
Effective Date, including, to the extent invoiced, reimbursement or payment of
all out-of-pocket expenses required to be reimbursed or paid by the Company
under the Loan Documents, (ii) all accrued and unpaid interest and fees under
the Existing Credit Agreement and (iii) prepayments (if any) of principal or
Reimbursement Obligations under the Existing Credit Agreement or cash
collateralization that may be required in connection with the transactions
contemplated hereby. If any Reimbursement Obligations are outstanding as of the
Restatement Effective Date, such Reimbursement Obligations shall be repaid,
together with any interest accrued thereon. 

         
(j) Upon the occurrence of the Restatement Effective
Date, the Administrative Agent shall notify the Company and the Lenders (both
under the Existing Credit Agreement and the Restated Credit Agreement) of the
Restatement Effective Date, and such notice shall be conclusive and binding.


         
5. Borrowing Requests.

          (a) Without
limiting any requirement that the Company deliver a Borrowing/Election Notice
with respect to Term Loans that will be made by New 2017 Lenders on the
Restatement Effective Date (accompanied by a breakage indemnification letter
reasonably satisfactory to the Administrative Agent), promptly upon the
effectiveness of the amendment and restatement of the Existing Credit Agreement
as provided herein, the Company shall, to the reasonable satisfaction of the
Administrative Agent, deliver Borrowing/Election Notices with respect to the
outstanding Advances under the Restated Credit Agreement, identifying each such
Advance as one consisting of 2014 Revolving Loans, 2017 Revolving Loans or 2017
Term Loans, as the case may be, and the amount thereof and, in the case of Eurocurrency Rate Borrowings, the remaining
Interest Periods. Such Borrowing/Election Notices shall be reasonably
satisfactory to the Company and the Administrative Agent. Such
Borrowing/Election Notices shall not affect the interest rate or remaining
Interest Period of any Advance or change the Eurocurrency Rate of any Advance or
require any payment under Section 4.4 of the Restated Credit Agreement, but
shall be solely for the purpose of establishing the segregation of the
outstanding 2014 Revolving Loans, 2017 Revolving Loans and/or 2017 Term Loans.


5 







          (b) If, after giving effect to the transactions
contemplated hereby on the Restatement Effective Date, (i) the 2014 Revolving
Credit Obligations exceed the Aggregate 2014 Revolving Loan Commitment, (ii) the
2017 Net Aggregate Revolving Credit Exposure exceeds the Aggregate 2017
Revolving Loan Commitment or (iii) the portion of the 2017 Net Aggregate
Revolving Credit Exposure denominated in Agreed Currencies other than Dollars
exceeds the Foreign Currency Sublimit, then the Borrowers shall repay applicable
Revolving Loans, on the Restatement Effective Date, in such amount as shall be
necessary to eliminate such excess and such other Loans as the Company shall
specify to the Administrative Agent and/or, to the extent there are any Letters
of Credit as of the Restatement Effective Date, cash collateralize any such
Letters of Credit in accordance with the terms of the Restated Credit Agreement.
The undersigned Required Lenders hereby waive any requirement of prior notice of
any such prepayment. 

          (c) If,
after giving effect to the transactions contemplated hereby on the Restatement
Effective Date, there are 2017 Revolving Loans outstanding but such Loans are
not held by the 2017 Revolving Loan Lenders ratably in accordance with their
2017 Revolving Loan Commitments, the Administrative Agent shall administer any
required assignment and reallocation of outstanding 2017 Revolving Loans and
participations in outstanding Swing Line Loans and Letters of Credit ratably
among the 2017 Revolving Loan Lenders; provided that the Borrowers shall
indemnify all applicable Lenders for breakage costs in accordance with Section
4.4 of the Restated Credit Agreement.

         
6. Consent to Amendment of Loan
Documents. The Required Lenders
(under and as defined in the Existing Credit Agreement) hereby consent to such
amendments to the Loan Documents (including any Exhibits, Schedules or Annexes
thereto) as the Administrative Agent shall approve to effect the transactions
contemplated by this Agreement and the Restated Credit Agreement. The Company
agrees to enter into (and, as necessary, to cause the other Loan Parties to
enter into) such amendments.

         
7. No Novation. This Agreement shall not extinguish the Loans or other Obligations
outstanding under the Existing Credit Agreement. This Agreement shall be a Loan
Document for all purposes. 

         
8. Governing Law. This Agreement shall be construed in accordance
with and governed by the law of the State of New York. 

         
9. Headings. Section headings in this Agreement are included herein for convenience
of reference only and shall not constitute a part of this Agreement for any
other purpose. 

         
10. Counterparts. This Agreement may be executed by one or more of
the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Signatures delivered by facsimile or PDF shall have the same force
and effect as manual signatures delivered in person. 

[Signature Pages Follow]


6 







          IN WITNESS WHEREOF, this Agreement has been duly
executed as of the day and year first above written. 

		MERITOR, INC. (formerly known as
		ArvinMeritor, Inc.), as the Company
		 
		 
		By:  	/s/ Carl D. Anderson, II	 
			Name: Carl D. Anderson, II
			Title: Treasurer
		 
		 
		 
		 
		ARVINMERITOR FINANCE IRELAND, as
		Subsidiary Borrower
		 
		 
		By:
      	/s/ Carl D. Anderson,
      II	 
			Name: Carl D. Anderson, II 
			Title: Treasurer




Signature Page to Amendment
and Restatement Agreement
Meritor, Inc. 







		JPMORGAN CHASE BANK, N.A., as an
		Extending 2017 Lender, a New 2017 Lender and
		as Administrative Agent
		 
		 
		By:  	/s/ Robert P.
    Kellas	 
			Name: Robert P. Kellas
			Title: Executive Director





Signature Page to Amendment
and Restatement Agreement
Meritor, Inc. 







		CITICORP NORTH AMERICA, INC.,
		as an Extending 2017 Lender, a New 2017
		Lender and as Syndication Agent
		
		 
		 
		By:  	/s/ Mathew Burke	 
			Name: Mathew Burke
			Title: Director-Vice President




Signature Page to Amendment
and Restatement Agreement
Meritor, Inc.







		BANK OF AMERICA, N.A.,
		as an Extending 2017 Lender and a New 2017
		Lender
		 
		 
		By:  	/s/ L. Dustin Vincent	 
			Name: L. Dustin Vincent
			Title: Managing Director




Signature Page to Amendment
and Restatement Agreement
Meritor, Inc. 







		THE ROYAL BANK OF SCOTLAND PLC,
		as an Extending 2017 Lender and as
		Documentation Agent
		 
		 
		By:  	/s/ L. Peter Yetman	 
			Name: L. Peter Yetman
			Title: Director 




Signature Page to Amendment
and Restatement Agreement
Meritor, Inc. 







		UBS LOAN FINANCE LLC,
		as an Extending 2017 Lender, a New 2017
		Lender and as Documentation Agent
		 
		 
		By:  	/s/ Mary E. Evans  
		Name: Mary E.
      Evans
		Title: Associate
      Director
		 
		 
		By:	/s/ Joselin Fernandes  
		Name: Joselin
      Fernandes
		Title: Associate
      Director
		 
		 
		 
		UBS SECURITIES LLC,
		as a Documentation Agent
		 
		 
		By:	/s/ Mary E. Evans  
		Name: Mary E.
      Evans
		Title:
      Attorney-in-Fact
		 
		 
		By:	/s/ Joselin Fernandes  
		Name: Joselin
      Fernandes
		Title: Associate
      Director




Signature Page to Amendment
and Restatement Agreement
Meritor,
Inc. 







		PNC BANK, NATIONAL ASSOCIATION,
		as an Extending 2017 Lender and a New 2017 Lender
		 
		 
		By:  	/s/ Nicole Caldwell	 
			Name: Nicole Caldwell
			Title: Officer




Signature Page to Amendment
and Restatement Agreement
Meritor, Inc. 







		DEUTSCHE BANK AG NEW YORK BRANCH,
		as an Extending 2017 Lender and a New 2017 Lender
		 
		 
		By:  	/s/ Erin Morrissey	 
			Name: Erin Morrissey
			Title: Director
		 
		 
		 
		By:	/s/ Carin Keegan  	 
			Name: Carin Keegan  
			Title: Director




Signature Page to Amendment
and Restatement Agreement
Meritor, Inc. 







		BNP PARIBAS,
		as an Extending 2017 Lender
		 
		 
		By:  	/s/ Michael Pearce	 
		Name: Michael
      Pearce
		Title: Managing
      Director
		 
		 
		 
		By:	/s/ Todd Grossnickle	 
		Name: Todd
      Grossnickle
		Title: Vice
      President




Signature Page to Amendment
and Restatement Agreement
Meritor, Inc. 







		FIFTH THIRD BANK,
		as an Extending 2017 Lender and a New 2017 Lender
		 
		 
		By:  	/s/ Brian Jelinski	 
		Name: Brian Jelinski
		Title: Vice President




Signature Page to Amendment
and Restatement Agreement
Meritor, Inc. 







		THE HUNTINGTON NATIONAL BANK,
		as an Extending 2017 Lender and a New 2017 Lender
		 
		 
		By:  	/s/ Cheryl B. Holm	 
		Name: Cheryl B. Holm
		Title: Sr. Vice President




Signature Page to Amendment
and Restatement Agreement
Meritor, Inc. 







		COMERICA BANK,
		as an Extending 2017 Lender
		 
		 
		By:  	/s/ Dan M Roman	 
		Name: Dan M Roman
		Title: Senior Vice President




Signature Page to Amendment
and Restatement Agreement
Meritor, Inc. 







		CAPITAL ONE, NATIONAL ASSOCIATION,
		as a New 2017 Lender
		 
		 
		By: 	/s/ Paul Dellova	 
		Name: Paul Dellova
		Title: Senior Vice President




Signature Page to Amendment
and Restatement Agreement
Meritor, Inc. 







		THE BANK OF NOVA SCOTIA,
		as a Non-Extending Lender
		  
		 
		By:  	/s/ Kim Snyder  
		Name: Kim Snyder
		Title: Director & Execution Head, Auto
		 
		By:	/s/ Juan Pablo Jimenez
		Name: Juan Pablo Jimenez
		Title: Associate Director




Signature Page to Amendment
and Restatement Agreement
Meritor, Inc. 







		ABN AMRO BANK N.V.,
		as a Discontinuing Affiliated Lender
		 
		 
		By:  	/s/ James J. Stewart
		Name: James J. Stewart
		Title: Branch Manager
		 
		 
		By:	/s/ Michele R. Costello
		Name: Michele R. Costello
		Title: Director




Signature Page to Amendment
and Restatement Agreement
Meritor, Inc. 







EXHIBIT A
TO

AMENDMENT AND RESTATEMENT
AGREEMENT 

AMENDED AND RESTATED
CREDIT AGREEMENT 

(attached)









EXECUTION COPY 

 

AMENDED AND RESTATED CREDIT AGREEMENT


Dated as of April 23,
2012


among 

MERITOR, INC. 

and 

ARVINMERITOR FINANCE
IRELAND
as the Borrowers 

THE INSTITUTIONS FROM TIME TO TIME PARTIES
HERETO AS LENDERS 

JPMORGAN CHASE BANK,
N.A.
as Administrative Agent 

CITICORP NORTH AMERICA,
INC.
as Syndication Agent 

and 

THE ROYAL BANK OF SCOTLAND
PLC
and
UBS
SECURITIES LLC
as Documentation
Agents





	 
	J.P. MORGAN SECURITIES LLC
	and
	CITIGROUP GLOBAL MARKETS
      INC.
	 
	as Joint Lead Arrangers and Joint Book
  Runners
	 










TABLE OF
CONTENTS 

	Section	 	 	 	Page
	ARTICLE I: DEFINITIONS AND GENERALLY
      APPLICABLE PRINCIPLES	1
	 	 	 	 	 
	             
      	1.1.	      
    	Certain Defined Terms	1
		1.2.		References	36
		1.3.		Company Acting on Behalf of Itself and
      Subsidiary Borrower	36
		1.4.		Joint and Several Liability for Obligations
      of the Company and for	
				      
      Obligations of the Subsidiary Borrower; No Liability of
    Subsidiary	
				      
      Borrower for Obligations of the Company	36
		  
	ARTICLE II: LOAN FACILITIES	37
	 	 	 	 	 
		2.1.		Revolving Loans and Term Loans	37
		2.2.		Swing Line Loans	40
		2.3.		Rate Options for all Advances; Maximum
      Interest Periods	42
		2.4.		Optional Payments; Mandatory
      Prepayments	42
		2.5.		Voluntary Reduction of Commitments	44
		2.6.		Method of Borrowing of Revolving
    Loans	45
		2.7.		Method of Selecting Classes, Types, Currency
      and Interest Periods for	
				       New
      Advances	45
		2.8.		Minimum Amount of Each Revolving
      Advance	45
		2.9.		Method of Selecting Types, Currency and
      Interest Periods for Conversion	
			 	       and
      Continuation of Outstanding Advances	45
		2.10.		Default Rate	46
		2.11.		Method of Payment	47
		2.12.		Evidence of Debt	47
		2.13.		Telephonic Notices	48
		2.14.		Promise to Pay; Interest Payment Dates;
      Fees; Interest and Fee Basis;	
				      
      Taxes	48
		2.15.		Notification of Advances, Interest Rates,
      Prepayments and Aggregate	
				      
      Revolving Loan Commitment Reductions	55
		2.16.		Lending Installations	55
		2.17.		Non-Receipt of Funds by the Administrative
      Agent	55
		2.18.		Termination of Agreement	56
		2.19.		Replacement of Certain Lenders	56
		2.20.		Judgment Currency	57
		2.21.		Market Disruption; Denomination of Amounts
      in Dollars; Dollar	
				      
      Equivalent of Reimbursement Obligations	57
		2.22.		Certain Provisions Applicable to Defaulting
      Lenders	58
		2.23.		Incremental Facilities	60
		2.24.		Future Extensions of Maturity	62




i 







	ARTICLE III: THE LETTER OF CREDIT
      FACILITY	63
	 				
	             
      	3.1.	      
    	Obligation to Issue Letters of
    Credit	63
		3.2.		Transitional Letters of Credit	63
		3.3.		Types and Amounts	63
		3.4.		Conditions	63
		3.5.		Procedure for Issuance of Letters of
      Credit	64
		3.6.		Letter of Credit Participation	64
		3.7.		Reimbursement Obligation	65
		3.8.		Letter of Credit Fees	66
		3.9.		Issuing Bank Reporting
Requirements	66
	 	3.10.	 	Indemnification; Exoneration	67
		3.11.		Collateral Account	68
		3.12.		Rights as a Lender	68
		 
	ARTICLE IV: CHANGE IN
CIRCUMSTANCES	68
	 				
		4.1.		Yield Protection	68
		4.2.		Changes in Capital Adequacy
      Regulations	69
		4.3.		Availability of Types of Advances	69
		4.4.		Funding Indemnification	70
		4.5.		Lender Statements; Survival of
      Indemnity	70
		 
	ARTICLE V: CONDITIONS PRECEDENT	70
	 				
		5.1.		Effectiveness	70
		5.2.		Each Advance and Letter of Credit	70
		  
	ARTICLE VI: REPRESENTATIONS AND
      WARRANTIES	71
	 				
		6.1.		Corporate Existence and Standing	71
		6.2.		Authorization, Validity and
      Enforceability	72
		6.3.		No Conflict; Consent	72
		6.4.		Financial Statements	72
		6.5.		Material Adverse Change	73
		6.6.		Taxes	73
		6.7.		Litigation and Contingent
    Obligations	73
		6.8.		Subsidiaries	73
		6.9.		ERISA; Foreign Plans; Multiemployer
      Plans	73
		6.10.		Accuracy of Information	74
		6.11.		Regulation U	74
		6.12.		Material Agreements	74
		6.13.		Compliance With Laws	74
		6.14.		Plan Assets; Prohibited
    Transactions	74
		6.15.		Environmental Matters	74
		6.16.		Investment Company Act	75
		6.17.		ArvinMeritor Receivables
    Corporation	75
		6.18.		Ownership of Properties	75




ii 







	             
      	6.19.	       	Insurance	75
		6.20.		No
      Default or Unmatured Default	75
	 	6.21.	 	Solvency	75
		6.22.		Benefits	75
		6.23.		Additional Representations and Warranties of
      the Subsidiary Borrower	76
		 
	ARTICLE VII: COVENANTS	77
				 	
		7.1.		Reporting	77
		7.2.		Affirmative Covenants	78
		7.3.		Negative Covenants	83
		7.4.		Financial Covenants	92
		 
	ARTICLE VIII: DEFAULTS	93
		 			
		8.1.		Defaults	93
		 
	ARTICLE IX: ACCELERATION; WAIVERS,
      AMENDMENTS AND REMEDIES	95
			 		
		9.1.		Termination of Revolving Loan Commitments;
      Acceleration	95
		9.2.		Preservation of Rights	96
		9.3.		Amendments	97
		 
	ARTICLE X: GENERAL PROVISIONS	98
		 			
		10.1.		Survival of Representations	98
		10.2.		Governmental Regulation	98
		10.3.		Accounting	98
		10.4.		Headings	99
		10.5.		Entire Agreement	99
		10.6.		Several Obligations; Benefits of this
      Agreement	99
		10.7.		Expenses; Indemnification	99
		10.8.		Numbers of Documents	100
		10.9.		Confidentiality	101
		10.10.		Severability of Provisions	101
		10.11.		Nonliability of Lenders	102
		10.12.		GOVERNING LAW	102
		10.13.		CONSENT TO JURISDICTION; SERVICE OF PROCESS;
      JURY	
				       TRIAL	102
		10.14.		Subordination of Intercompany
      Indebtedness	104
		10.15.		Performance of Obligations	104
		 
	ARTICLE XI: THE ADMINISTRATIVE
    AGENT	105
		 			
		11.1.		Appointment; Nature of
Relationship	105
		11.2.		Powers	105
		11.3.		General Immunity	106
		11.4.		No Responsibility for Loans,
      Creditworthiness, Recitals, Etc.	106




iii 







	             
      	11.5.	       	Action on Instructions of Lenders	106
		11.6.		Employment of Administrative Agent and Counsel	106
		11.7.		Reliance on Documents; Counsel	107
		11.8.		The
      Administrative Agent’s Reimbursement and Indemnification	107
		11.9.		Rights as a Lender	107
		11.10.		Lender Credit Decision	107
		11.11.	 	Successor Administrative Agent	108
	 	11.12.		No
      Duties Imposed Upon Syndication Agents, Documentation Agents or	
		 		       Arrangers	108
		11.13.		Notice of Default	108
		11.14.		Delegation to Affiliates	108
		11.15.		Authority with Respect to Guarantees and
      Collateral Documents	109
		11.16.		Foreign Collateral Authorizations	110
		 
	ARTICLE XII: SETOFF; RATABLE PAYMENTS;
      APPLICATION OF PROCEEDS	111
				 	
		12.1.		Setoff	111
		12.2.		Ratable Payments	111
		12.3.		Relations Among Lenders	111
		12.4.		Application of Proceeds	112
		12.5.		Disclosure	113
		12.6.		Nonreliance	113
		12.7.		Representations and Covenants Among
      Lenders	113
		 
	ARTICLE XIII: BENEFIT OF AGREEMENT;
      ASSIGNMENTS; PARTICIPATIONS	113
				 	
		13.1.		Successors and Assigns	113
		13.2.		Participations	114
		13.3.		Assignments	115
		13.4.		Dissemination of Information	117
		13.5.		Tax Certifications	117
		 
	ARTICLE XIV: NOTICES	117
				 	
		14.1.		Giving Notice	117
		14.2.		Change of Address	119
		14.3.		USA PATRIOT ACT NOTIFICATION	119
		 
	ARTICLE XV: COUNTERPARTS	119




iv 







EXHIBITS AND
SCHEDULES 

Exhibits

	EXHIBIT A-1		--		2014 Revolving Loan
    Commitments
					(Definitions)
	EXHIBIT A-2		--		2017 Revolving Loan Commitments
					(Definitions)
	EXHIBIT A-3		--		2017 Term Loan Commitments
					(Definitions)
	EXHIBIT B		--		Form of Borrowing/Election Notice
					(Section 2.2, Section 2.7 and Section 2.9)
	EXHIBIT C		--		Form of Request for Letter of
      Credit
					(Section 3.4)
	EXHIBIT D		--		Form of Assignment Agreement
					(Definitions and Section 13.3)
	EXHIBIT E		--		List of Closing Documents
				 	(Amendment and Restatement
      Agreement)
	EXHIBIT F		--	 	Form of Compliance Certificate
					(Sections 5.2 and 7.1(C)(i))
	EXHIBIT G-1		--		Form of Revolving Loan
Note
					(If Requested) (Section
    2.12(B))
	EXHIBIT G-2				Form of Term Loan Note
		 			(If Requested) (Section 2.12(B))
	EXHIBIT H		--		Form of Collateral Value
      Certificate
			 		(Definitions and Section
      7.1(C)(ii))
	EXHIBIT I		--		Form of Commitment and Acceptance
					(Definitions and Section
2.23)



v 







Schedules 

	Pricing Schedule				
	 	 	 	 	 
	Schedule 1.1.2	       		       	Initial Mortgaged Properties
	 	 	 	 	 
	Schedule 1.1.3		--		Mandatory Cost
	 	 	 	 	 
	Schedule 1.1.4		--		Permitted Existing Indebtedness
	 	 	 	 	 
	Schedule 3.2	 	--	 	Transitional Letters of Credit
	 	 	 	 	 
	Schedule 6.7		--	 	Litigation
	 	 	 	 	 
	Schedule 6.8		--	 	Subsidiaries
	 	 	 	 	 
	Schedule 7.3(E)	 	--		Existing Investments
	 	 	 	 	 
	Schedule 7.3(F)		--		Existing Liens



vi 







AMENDED AND RESTATED CREDIT AGREEMENT


     This AMENDED
AND RESTATED CREDIT AGREEMENT, dated as of April 23, 2012 is entered into by and
among Meritor, Inc. (formerly known as ArvinMeritor, Inc.), an Indiana
corporation, as the Company, ArvinMeritor Finance Ireland, a private unlimited
liability company incorporated under the laws of Ireland, as the Subsidiary
Borrower, the institutions from time to time parties hereto as Lenders, whether
by execution of this Agreement or an Assignment Agreement pursuant to
Section 13.3, JPMorgan Chase Bank, N.A., as Administrative Agent for itself and the
other Lenders, Citicorp North America, Inc., as Syndication Agent, and The Royal
Bank of Scotland plc and UBS Securities LLC, as Documentation Agents.

    
WHEREAS, pursuant to the
Amendment and Restatement Agreement, the Borrowers have requested, and the
Lenders party thereto and the Administrative Agent have agreed, upon the terms
and subject to the conditions set forth therein, that the Existing Credit
Agreement be amended and restated in its entirety as provided herein effective
upon satisfaction of the conditions set forth in the Amendment and Restatement
Agreement. 

    
NOW, THEREFORE, the
parties hereto agree as follows: 

ARTICLE I: DEFINITIONS AND GENERALLY
APPLICABLE PRINCIPLES 

    
1.1. Certain Defined Terms. The following
terms used in this Agreement shall have the following meanings, applicable both
to the singular and the plural forms of the terms defined. 

    
As used in this Agreement: 

    
“1998 Senior Note
Indenture” means that certain Indenture,
dated as of April 1, 1998, between the Company (as successor to Meritor
Automotive, Inc.) and BNY Midwest Trust Company (as successor to The Chase
Manhattan Bank), as Trustee, as amended, restated, supplemented or otherwise
modified from time to time in accordance with the terms of Section 7.3(K) hereof. For purposes
of cross-references in any Collateral Document to specific terms under and as
defined in the 1998 Senior Note Indenture, the term “1998 Senior Note Indenture”
shall be deemed to mean and include a reference to the aforementioned indenture
as well as each other Senior Note Indenture that has substantially identical
defined terms. 

    
“2006 Senior Note
Indenture” means that certain Indenture,
dated as of March 7, 2006, between the Company and BNY Midwest Trust Company, as
Trustee, as amended, restated, supplemented or otherwise modified from time to
time in accordance with the terms of Section
7.3(K)
hereof. 

    
“2007 Senior Note
Indenture” means that certain Indenture,
dated as of February 8, 2007, between the Company and The Bank of New York Trust
Company, as Trustee, as amended, restated, supplemented or otherwise modified
from time to time in accordance with the terms of Section 7.3(K) hereof. 

1 







     “2014 Revolving Credit
Availability” means, at any particular
time, the amount by which (i) the Aggregate 2014 Revolving Loan Commitment at
such time exceeds (ii) the 2014 Revolving Credit Obligations outstanding at such
time. 

    
“2014 Revolving Credit
Obligations” means, at any particular
time, the outstanding principal amount of the 2014 Revolving Loans. 

    
“2014 Revolving
Loan” is defined in Section 2.1(A) hereof.


    
“2014 Revolving Loan Commitment”
means, with respect to any Lender, the obligation of such Lender to make 2014
Revolving Loans in an aggregate amount not exceeding the amount set forth on
Exhibit A-1
to this Agreement opposite its name thereon under the heading “2014 Revolving
Loan Commitment” or the signature page of the Assignment Agreement or Commitment
and Acceptance by which it became a Lender, as such amount may be increased or
decreased from time to time pursuant to the terms of this Agreement or to give
effect to any applicable Assignment Agreement.


    
“2014 Revolving Loan
Lender” means any Lender with a 2014
Revolving Loan Commitment or, if the 2014 Revolving Loan Commitments have
terminated or expired, a Lender with 2014 Revolving Credit
Obligations.

    
“2014
Revolving Loan Lenders Repayment Date”
means the date on or after the 2014
Revolving Loan Termination Date on which all Obligations owing to any 2014
Revolving Loan Lender (other than contingent indemnity obligations) have been
fully paid and satisfied in cash.

    
“2014 Revolving Loan Termination
Date” means January 31, 2014. 

    
“2014 Revolving Pro Rata
Share” means, with respect to any 2014
Revolving Loan Lender, a percentage equal to a fraction the numerator of which
is such 2014 Revolving Loan Lender’s 2014 Revolving Loan Commitment and the
denominator of which is the Aggregate 2014 Revolving Loan Commitment (or if the
2014 Revolving Loan Commitments have terminated or expired, the 2014 Revolving
Pro Rata Shares shall be determined based upon such 2014 Revolving Loan Lender’s
share of the 2014 Revolving Credit Obligations at that time). 

    
“2015 Senior
Notes” means the Company’s 8.125% Notes
due 2015 issued under the 1998 Indenture, in an aggregate outstanding principal
amount of $250,000,000 as of the Restatement Effective Date. 

    
“2017 Maturity
Date” means April 23, 2017; provided,
however, that (i) if the aggregate outstanding principal amount of the 2015
Senior Notes is greater than $100,000,000 on June 1, 2015, the 2017 Maturity
Date shall be June 10, 2015, and (ii) (x) if the aggregate outstanding principal
amount of the 2026 Convertible Notes is greater than $100,000,000 on November 1,
2015 and (y) the conversion price for such 2026 Convertible Notes is greater
than the Company’s then current common equity price, then the 2017 Maturity Date
shall be November 15, 2015.

    
“2017 Net Aggregate Revolving Credit
Exposure” means, as of any date of
determination, (i) the Dollar Amount of the 2017 Revolving Credit Obligations as
of such date minus (ii) the Dollar Amount of funds on deposit in the L/C Collateral Account
on such date. 

2 







     “2017 Revolving Credit
Availability” means, at any particular
time, the amount by which (i) the Aggregate 2017 Revolving Loan Commitment at
such time exceeds (ii) the Dollar Amount of the 2017 Revolving Credit
Obligations outstanding at such time. 

    
“2017 Revolving Credit
Obligations” means, at any particular
time, the sum of (i) the outstanding principal Dollar Amount of the 2017
Revolving Loans (including, for the avoidance of doubt, any Incremental 2017
Revolving Loans) at such time, plus (ii) the outstanding principal
Dollar Amount of the Swing Line Loans at such time, plus (iii) the Dollar Amount of
outstanding L/C Obligations at such time. 

    
“2017 Revolving
Loan” is defined in Section 2.1(A) hereof.


    
“2017 Revolving Loan
Commitment” means, with respect to any
Lender, the obligation of such Lender to make 2017 Revolving Loans and to
purchase participations in Letters of Credit and to participate in Swing Line
Loans in an aggregate amount not exceeding the amount set forth on
Exhibit A-2
to this Agreement opposite its name thereon under the heading “2017 Revolving
Loan Commitment” or the signature page of the Assignment Agreement or Commitment
and Acceptance by which it became a Lender, as such amount may be increased or
decreased from time to time pursuant to the terms of this Agreement or to give
effect to any applicable Assignment Agreement or Commitment and Acceptance.


    
“2017 Revolving Loan
Lender” means any Lender with a 2017
Revolving Loan Commitment or, if the 2017 Revolving Loan Commitments have
terminated or expired, a Lender with 2017 Revolving Credit
Obligations.

    
“2017 Revolving Loan Termination
Date” means the 2017 Maturity
Date.

    
“2017 Revolving Pro Rata
Share” means, with respect to any 2017
Revolving Loan Lender, a percentage equal to a fraction the numerator of which
is such 2017 Revolving Loan Lender’s 2017 Revolving Loan Commitment and the
denominator of which is the Aggregate 2017 Revolving Loan Commitment (or if the
2017 Revolving Loan Commitments have terminated or expired, the 2017 Revolving
Pro Rata Shares shall be determined based upon such 2017 Revolving Loan Lender’s
share of the 2017 Revolving Credit Obligations at that time).

    
“2017 Term Loan” is defined in Section
2.1(D)(i) hereof. 

    
“2017 Term Loan
Commitment” means, with respect to any
Lender, the obligation of such Lender to make its 2017 Term Loan pursuant to the
terms and conditions of this Agreement, which shall not exceed the principal
amount set forth on Exhibit
A-3 to this Agreement opposite its name
thereon under the heading “2017 Term Loan Commitment” or the signature page of
the Assignment Agreement or Commitment and Acceptance by which it became a
Lender, as such amount may be increased or decreased from time to time pursuant
to the terms of this Agreement or to give effect to any applicable Assignment
Agreement or Commitment and Acceptance. As of the Restatement Effective Date,
after giving effect to the transactions contemplated by the Amendment and
Restatement Agreement, the aggregate of the 2017 Term Loan Commitments is
$100,000,000.00. 

    
“2017 Term Loan
Lender” means any Lender with a 2017 Term
Loan Commitment. 

3 







     “2017 Term Loan Maturity
Date” means the earlier of (a) the 2017
Maturity Date and (b) the date on which the Obligations become due and payable
pursuant to Section 9.1 hereof.

    
“2026 Convertible
Notes” means the Company’s 4.625%
convertible notes due 2026 issued under the 2006 Senior Note Indenture, in an
aggregate outstanding principal amount of $300,000,000 as of the Restatement
Effective Date. 

    
“Accounting
Changes” is defined in Section 10.3 hereof.


    
“Acquisition” means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation, partnership or limited
liability company, or division thereof, whether through purchase of assets,
merger or otherwise or (ii) directly or indirectly acquires (in one transaction
or as the most recent transaction in a series of transactions) at least a
majority (in number of votes) of the securities of a corporation which have
ordinary voting power for the election of directors (other than securities
having such power only by reason of the happening of a contingency) or a
majority (by percentage or voting power) of the outstanding ownership interests
of a partnership or limited liability company; provided, that any transaction among
the Company and/or one or more Subsidiaries expressly permitted under
Section 7.3
shall not constitute an Acquisition. 

    
“Adjusted Eurocurrency Base
Rate” means, with respect to any
Eurocurrency Rate Loan for any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the sum of
(a)(i) the Eurocurrency Base Rate for such Interest Period multiplied by (ii)
the Statutory Reserve Rate plus, without duplication, (b) the Mandatory Cost.


    
“Administrative
Agent” means JPMCB in its capacity as
contractual representative for itself and the Lenders pursuant to
Article XI
hereof and any successor Administrative Agent appointed pursuant to
Article XI
hereof. 

    
“Advance” means a borrowing hereunder consisting of the aggregate
amount of the several Revolving Loans or Term Loans, as applicable, made by the
Lenders to a Borrower of the same Class and Type and, in the case of
Eurocurrency Rate Advances, in the same Agreed Currency and for the same
Interest Period. 

    
“Affected Lender” is defined in Section
2.19 hereof. 

    
“Affiliate” of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person (i) is the
“beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act)
of greater than or equal to ten percent (10%) or more of the combined voting
power of the controlled Person (giving effect to the relative voting rights
associated with the voting securities or other voting interests held by the
controlling Person) or (ii) possesses, directly or indirectly, the power to
direct or cause the direction of the management or policies of the controlled
Person, whether through ownership of Capital Stock, by contract or otherwise;
provided,
that under no circumstance shall any Agent or any Lender be deemed to be an
Affiliate of the Company or vice versa. 

4 







     “Agents” means, collectively, the Administrative Agent, the
Syndication Agent and the Documentation Agents. 

    
“Aggregate 2014 Revolving Loan
Commitment” means the aggregate of the
2014 Revolving Loan Commitments then in effect of all the 2014 Revolving Loan
Lenders, as the same may be reduced or increased from time to time pursuant to
the terms hereof. As of the Restatement Effective Date, after giving effect to
the transactions contemplated by the Amendment and Restatement Agreement, the
Aggregate 2014 Revolving Loan Commitment is $14,285,714.28. 

    
“Aggregate 2017 Revolving Loan
Commitment” means the aggregate of the
2017 Revolving Loan Commitments then in effect of all the 2017 Revolving Loan
Lenders, as the same may be reduced or increased from time to time pursuant to
the terms hereof. As of the Restatement Effective Date, after giving effect to
the transactions contemplated by the Amendment and Restatement Agreement, the
Aggregate 2017 Revolving Loan Commitment is $415,000,000.00. 

    
“Aggregate Revolving Loan
Commitment” means the sum of the
Aggregate 2014 Revolving Loan Commitment and the Aggregate 2017 Revolving Loan
Commitment, in each case then in effect of all the Revolving Loan Lenders, as
the same may be reduced or increased from time to time pursuant to the terms
hereof.

    
“Agreed
Currencies” means (i) Dollars and (ii)any
other Eligible Currency which the Company requests the Administrative Agent to
include as an Agreed Currency hereunder and which is acceptable to the
Administrative Agent and all of the 2017 Revolving Loan Lenders.

    
“Agreement” means this Amended and Restated Credit Agreement, as it may
be further amended, restated, supplemented or otherwise modified and in effect
from time to time. 

    
“Agreement Accounting
Principles” means generally accepted
accounting principles as in effect in the United States of America from time to
time, applied in a manner consistent with that used in preparing the financial
statements of the Company referred to in Section 6.4; provided, however, that except as
provided in Section 10.3, with respect to the calculation of the financial covenants
set forth in Section 7.4 and any other financial tests set forth in this Agreement,
“Agreement Accounting Principles” means generally accepted accounting principles
as in effect in the United States of America as of the Restatement Effective
Date, applied in a manner consistent with that used in preparing the financial
statements of the Company referred to in Section 6.4 hereof. 



    
“Alternate Base Rate” means, for any day (or if such day
is not a Business Day, the immediately preceding Business Day), a rate of
interest per annum equal to the highest of (i) the Prime Rate in effect on such
day, (ii) the sum of the Federal Funds Effective Rate in effect on such day
plus 1⁄2 of 1%, and (iii) the Adjusted Eurocurrency Base Rate for a one month Interest
Period on such day plus 1%; provided, that, for the avoidance of
doubt, the Adjusted Eurocurrency Base Rate for any day shall be based on the
rate appearing on, in the case of Dollars, Reuters Screen LIBOR01 Page (or on
any successor or substitute page) at approximately 11:00 a.m. London time on
such day (without any rounding). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted Eurocurrency Base Rate shall be effective from
and including the effective date of such change in the Prime Rate, the Federal
Funds Effective Rate or the Adjusted Eurocurrency Base Rate, respectively.


5 







     “Amendment and Restatement
Agreement” means the Amendment and
Restatement Agreement dated as of April 23, 2012, among the Borrower, the
Lenders party thereto and the Administrative Agent. 

    
“Applicable Eurocurrency
Margin” means, as at any date of
determination, the rate per annum then applicable to Eurocurrency Rate Loans of
the applicable Class determined in accordance with the provisions of the Pricing
Schedule hereto applicable to such Class. 

    
“Applicable Commitment Fee
Percentage” means, as at any date of
determination with respect to any Class of Revolving Loan Commitment, the rate
per annum then applicable in the determination of the amount payable under
Section 2.14(C)(i) and (ii) hereof determined in accordance with the provisions of the Pricing
Schedule hereto applicable to such Class. 

    
“Applicable Floating Rate
Margin” means, as at any date of
determination, the rate per annum then applicable to Floating Rate Loans of the
applicable Class determined in accordance with the provisions of the Pricing
Schedule hereto applicable to such Class. 

    
“Applicable L/C Fee
Percentage” means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under Section
3.8(A) hereof determined in accordance with
the provisions of the Pricing Schedule applicable to the 2017 Revolving Loan
Commitments. 

    
“Applicable Pledge
Percentage” means 100%, but 65% in the
case of a pledge of Capital Stock of a Foreign Subsidiary to the extent a 100%
pledge would cause a Deemed Dividend Problem. 

    
“Approved Fund” means any Fund that is administered or managed by (i) a
Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an
entity that administers or manages a Lender. 

     “A/R and Inventory
Amount” means, as of any date of
determination, the aggregate net
book value as of such date of all Collateral
of the Loan Parties subject to a first priority perfected Lien in favor of the
Administrative Agent (for the benefit of the Holders of Secured Obligations)
that is not shared equally and ratably with any other creditor, consisting of
accounts receivable (excluding intercompany accounts receivable and, for the
avoidance of doubt, excluding all Receivables of any Originator sold or
transferred under a Permitted Domestic Receivables Securitization) and
inventory, determined in accordance with generally accepted accounting
principles as in effect in the United States of America from time to time, but
excluding any portion of the A/R and Inventory Amount that constitutes
Restricted Collateral. 

    
“ARC” means ArvinMeritor Receivables Corporation, a Delaware corporation and
a SPV under the Company’s Permitted Domestic Receivables Financing. 

6 







     “Arranger” means each of J.P. Morgan Securities LLC and Citigroup
Global Markets Inc. in its respective capacity as a joint lead arranger and
joint book runner for the loan transaction evidenced by this Agreement.


    
“Asset Sale” means, with respect to the Company or any of its
Subsidiaries, the sale, lease, conveyance, disposition or other transfer by such
Person of any of its assets (including by way of a sale-leaseback transaction,
and including the sale or other transfer of any of the Equity Interests of any
Subsidiary of such Person) to any Person other than (i) the sale or other
transfer of any assets by the Company to any Domestic Subsidiary Guarantor or by
any Domestic Subsidiary Guarantor to the Company or any other Domestic
Subsidiary Guarantor, (ii) the sale or other transfer of any assets by any
Foreign Subsidiary Guarantor or the Subsidiary Borrower to the Company, the
Foreign Subsidiary Borrower or any Subsidiary Guarantor, (iii) the sale or other
transfer of any assets by any Foreign Subsidiary Non-Guarantor to the Company or
any Subsidiary, (iv) the sale of Receivables and Related Security in connection
with a Permitted Receivables Financing or a Foreign Factoring Transaction, (v)
the sale of inventory in the ordinary course of business and (vi) the sale or
other transfer of obsolete or worn-out equipment; provided, however, that any
capital contribution or other transfer of assets in the form of an Investment
permitted under Section 7.3(E) shall not also be considered an Asset Sale. 

    
“Assignment
Agreement” means an assignment and
assumption agreement entered into in connection with an assignment pursuant to
Section 13.3 hereof in substantially the form of Exhibit D. 

    
“Authorized
Officer” means any of the Chairman and
Chief Executive Officer, Senior Vice President and Chief Financial Officer, Vice
President and Treasurer and any Assistant Treasurer of the Company, or any
person designated by any such Person in writing to the Administrative Agent from
time to time, acting singly. 

    
“Bankruptcy
Event” means, with respect to any Person,
such Person becomes the subject of a bankruptcy or insolvency proceeding, or has
had a receiver, conservator, trustee, administrator, custodian, assignee for the
benefit of creditors or similar Person charged with the reorganization or
liquidation of its business appointed for it, or, in the good faith
determination of the Administrative Agent, has taken any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any such
proceeding or appointment, provided that a Bankruptcy Event shall not result
solely by virtue of any ownership interest, or the acquisition of any ownership
interest, in such Person or its direct or indirect parent by a Governmental
Authority or instrumentality thereof, provided, further, that such ownership
interest does not result in or provide such Person with immunity from the
jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Person (or such
Governmental Authority or instrumentality) to reject, repudiate, disavow or
disaffirm any contracts or agreements made by such Person. 

    
“Benefit Plan” means any Plan (other than a Multiemployer Plan) which is
covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code as to which the Company or any member of the Controlled
Group may have liability. 

7 







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

    
“Borrower” means each of (i) the Company and (ii) the Subsidiary
Borrower, and “Borrowers” means, collectively,
the Company and the Subsidiary Borrower. 

    
“Borrowing Date” means a date on which an Advance or Swing Line Loan is made
hereunder. 

    
“Borrowing/Election
Notice” is defined in Section 2.7 hereof.


     “Business Day” means: 

	       	(a)	       	for the purpose of
      determining the Eurocurrency Base Rate, a day other than a Saturday or
      Sunday on which banks are open for the transaction of domestic and foreign
      exchange business in London, England and New York, New York;
		 
	 	(b)	 	for the purpose of any
      borrowing or payment of Loans denominated in Dollars or any other payment
      to be made in Dollars, a day other than a Saturday or Sunday on which
      banks are open for the transaction of domestic and foreign exchange
      business in New York, New York;
		 
	 	(c)	 	for the purpose of any
      borrowing or payment of Loans denominated in (A) euro, a day on which such
      clearing system as is determined by the Administrative Agent to be
      suitable for clearing or settlement of euro is open for business and (B)
      an Agreed Currency other than Dollars and euro, a day on which the
      applicable Eurocurrency Payment Office related to such currency is open
      for the transaction of domestic and foreign exchange business;
    and
		 
	 	(d)	 	for any other purpose,
      a day other than a Saturday or Sunday on which banks are generally open
      for the transaction of domestic and foreign exchange business in New York,
      New York.


    
“Capital
Expenditures” means, for any period, the
aggregate of all expenditures by the Company and its consolidated Subsidiaries
during that period that, in conformity with Agreement Accounting Principles, are
required to be included in or reflected by the property, plant, equipment or
similar fixed asset accounts reflected in the consolidated balance sheet of the
Company and its Subsidiaries (which shall include, without limitation, Capital
Leases). 

    
“Capital Stock” means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a limited liability company, membership
interests, (iv) in the case of a partnership, partnership interests (whether
general or limited) and (v) any other interest or participation that confers on
a Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person; provided, however, that “Capital Stock” shall
not include any debt securities convertible into equity securities prior to such
conversion. 

8 







     “Capitalized
Lease” of a Person means any lease of
property by such Person as lessee which would be capitalized on a balance sheet
of such Person prepared in accordance with Agreement Accounting Principles.


    
“Capitalized Lease
Obligations” of a Person means the amount
of the obligations of such Person under Capitalized Leases that would be
capitalized on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles. 

    
“Cash Equivalent
Investments” means (i) direct obligations
of, or obligations the principal of and interest on which are unconditionally
guaranteed by, the United States of America (or by any agency thereof to the
extent such obligations are backed by the full faith and credit of the United
States of America), in each case maturing within one year from the date of
acquisition thereof; (ii) investments in commercial paper maturing within 270
days from the date of acquisition thereof and, at such date of acquisition,
rated A-2 or better by S&P or P-2 or better by Moody’s; (iii) investments in
certificates of deposit, banker’s acceptances and time deposits maturing within
180 days from the date of acquisition thereof issued or guaranteed by or placed
with, and money market deposit accounts issued or offered by, any domestic
office of any commercial bank organized under the laws of the United States of
America or any State thereof which has a combined capital and surplus and
undivided profits of not less than $500,000,000; (iv) shares of money market,
mutual or similar funds that (a) have assets in excess of $100,000,000, (b)
invest primarily in assets of the type described in clauses (i)-(iii) above and (c) have an investment
grade rating and (v) in the case of any Foreign Subsidiary (in addition to the
items permitted by the foregoing clauses
(i) through (iv)) any of the following: (a)
marketable direct obligations issued by, or unconditionally guaranteed by, the
sovereign nation in which such Foreign Subsidiary is organized and is conducting
business or issued by any agency of such sovereign nation and backed by the full
faith and credit of such sovereign nation, in each case maturing within one year
from the date of acquisition, so long as the indebtedness of such sovereign
nation is rated at least A by S&P or A2 by Moody’s or carries an equivalent
rating from a comparable foreign rating agency if available, (b) investments of
the type and maturity described in clauses
(ii), (iii) and (iv) above of foreign obligors, which
investments or obligors have ratings described in such clauses or equivalent
ratings from comparable foreign rating agencies if available, (c) time deposits
with any Lender or any Affiliate of any Lender and (d) time deposits with any
foreign bank not described in the foregoing clauses (b) or (c) in an aggregate amount
not to exceed $10,000,000 in the aggregate for all Foreign Subsidiaries.


     “Change in
Control” means any event or series of
events by which: 

     (i)
any “person” or “group” (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act) becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act),
directly or indirectly, of thirty-five percent (35%) or more of the voting power
of the then outstanding Capital Stock of the Company entitled to vote generally
in the election of the directors of the Company; 

9 







     (ii) during any period of twelve (12) consecutive calendar months, the board
of directors of the Company shall cease to have as a majority of its members
individuals who either: (a) were directors of the Company on the first day of
such period, or (b) were elected or nominated for election to the board of
directors of the Company at the recommendation of
or other approval by at least a majority of the directors then still in office
at the time of such election or nomination who were directors of the Company on
the first day of such period, or whose election or nomination for election was
so approved; or

     (iii) the Company consolidates with or merges into another corporation or
conveys, transfers or leases all or substantially all of its property to any
person, or any corporation consolidates with or merges into the Company, in
either event pursuant to a transaction in which the outstanding Capital Stock of
the Company is reclassified or changed into or exchanged for cash, securities or
other Property. 

    
“Change in Law” means the occurrence, after the date of this Agreement (or
with respect to any Lender, if later, the date on which such Lender becomes a
Lender), of any of the following: (a) the adoption or taking effect of any law,
rule, regulation or treaty, (b) any change in any law, rule, regulation or
treaty or in the administration, interpretation or application thereof by any
Governmental Authority, or (c) the making or issuance of any request, rules,
guideline, requirement or directive (whether or not having the force of law) by
any Governmental Authority; provided however, that notwithstanding anything
herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines, requirements and directives
thereunder, issued in connection therewith or in implementation thereof, and
(ii) all requests, rules, guidelines, requirements and directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or
foreign regulatory authorities, in each case pursuant to Basel III, shall in
each case be deemed to be a “Change in Law” regardless of the date enacted,
adopted, issued or implemented. 

    
“Class”, when used in reference to any Loan or Advance, refers to
whether such Loan, or the Loans comprising such Advance, are 2014 Revolving
Loans, 2017 Revolving Loans, 2017 Term Loans, Incremental Term Loans or Swing
Line Loans, and, when used in reference to any commitment, refers to whether
such commitment is a 2014 Revolving Loan Commitment, a 2017 Revolving Loan
Commitment, Incremental 2017 Revolving Loan Commitment or Incremental Term Loan
Commitment, and, when used in reference to any Lender, refers to whether such
Lender is a 2014 Revolving Loan Lender, a 2017 Revolving Loan Lender, a 2017
Term Loan Lender or a Lender that holds Incremental Term Loans. 

    
“Closing Date” means June 23, 2006. 

    
“CNTA Amount” means 15% of Consolidated Net Tangible Assets. 

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

    
“Collateral” means the property covered by the Collateral Documents, the
L/C Collateral Account and any other Property, now existing or hereafter
acquired, that may at any time be or become subject to a security interest or
Lien in favor of the Administrative Agent, for the benefit of the Holders of
Secured Obligations, to secure the Secured Obligations.

10 







     “Collateral
Documents” means all agreements,
instruments and documents executed in connection with this Agreement that are
intended to create or evidence Liens to secure the Secured Obligations,
including, without limitation, the Pledge and Security Agreement, the
Intellectual Property Security Agreements, the Mortgages and all other security
agreements, mortgages, deeds of trust, pledges, collateral assignments and
financing statements whether heretofore, now, or hereafter executed by the
Company or any of its Subsidiaries and delivered to the Administrative Agent.


    
“Collateral Shortfall
Amount” is defined in Section 9.1(A) hereof.


    
“Collateral Value
Amount” means, as of any date of
determination, without duplication, the sum of (a) the A/R and Inventory Amount
as of such date, (b) the PP&E Amount as of such date, (c) the SPV Collateral
Amount as of such date plus (d) the CNTA Amount as of such date. The Collateral
Value Amount at any time shall be determined by reference to the most recent
Collateral Value Certificate delivered to the Administrative Agent pursuant to
Section 7.1(C)(ii). 

    
“Collateral Value
Certificate” means a certificate,
substantially in the form of Exhibit H, setting forth the Company’s
computation of the Collateral Value Amount. Each such certificate shall be
signed on behalf of the Company by a Designated Financial Officer. 

    
“Commission” means the Securities and Exchange Commission of the United
States of America and any Person succeeding to the functions thereof.


    
“Commitment and
Acceptance” is defined in Section 2.23(B) hereof.


    
“Commitment
Increase” is defined in Section 2.23(A) hereof.


    
“Company” means Meritor, Inc. (formerly known as ArvinMeritor, Inc.),
an Indiana corporation, together with its successors and permitted assigns,
including a debtor-in-possession on behalf of the Company. 

    
“Connection Income
Taxes” means Other Connection Taxes that
are imposed on or measured by net income (however denominated) or that are
franchise taxes or bank profits taxes. 

    
“Consolidated
Assets” means the total assets of the
Company and its Subsidiaries on a consolidated basis, determined in accordance
with Agreement Accounting Principles. 

    
“Consolidated Net Tangible
Assets” means, at any date of
computation, the total amount of consolidated assets of the Company and its
consolidated subsidiaries, less the sum of (a) all current liabilities, except
for (i) any short-term debt, (ii) any current portion of long-term debt and
(iii) any current portion of obligations under capital leases, and (b) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense (less unamortized debt premium) and other like intangibles as shown on a
balance sheet of the Company and its consolidated Subsidiaries prepared not more
than 90 days prior to the date of computation (which, for the avoidance of
doubt, shall mean the most recent balance sheet required to be delivered under
Section 7.1(A) or (B)), in all cases computed in accordance with generally accepted accounting
principles as in effect in the United States of America from time to time.


11 







     “Consolidated Operating
Profit” means the operating profits of
the Company and its Subsidiaries on a consolidated basis, determined in
accordance with Agreement Accounting Principles. 

    
“Consolidated
Sales” means the total sales of the
Company and its Subsidiaries on a consolidated basis, determined in accordance
with Agreement Accounting Principles.


    
“Contaminant” means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, asbestos, polychlorinated biphenyls (“PCBs”), or any constituent
of any such substance or waste, and includes but is not limited to these terms
as defined in Environmental Laws. 

    
“Contingent
Obligation” of a Person means any
agreement, undertaking or arrangement by which such Person assumes, guarantees,
endorses, contingently agrees to purchase or provide funds for the payment of,
or otherwise becomes liable upon, the obligation or liability of any other
Person, or agrees to maintain the net worth or working capital or other
financial condition of any other Person, or otherwise assures any creditor of
such other Person against loss and shall include, without limitation, the
contingent liability of such first Person under any letter of credit for which
such first Person is in any way liable, but shall exclude any contingent
liability with respect to trade letters of credit used to finance inventory or
equipment obtained in the ordinary course of business. 

    
“Controlled
Group” means all members of a controlled
group of corporations or other business entities and all trades or businesses
(whether or not incorporated) under common control which, together with the
Company or any of its Subsidiaries, are treated as a single employer under
Section 414 of the Code. 

    
“Credit Extension
Date” means (i) the Borrowing Date of any
Advance, (ii) the date of issuance, deemed issuance, extension or amendment of
any Letter of Credit or (ii) the date of conversion or continuance of any
Advance in accordance with Section
2.9. 

    
“Credit Party” means the Administrative Agent, the Issuing Bank, the Swing
Line Lender or any other Lender. 

    
“Deemed Dividend
Problem” means, with respect to any
Foreign Subsidiary, any portion of such Foreign Subsidiary’s, or its Foreign
Subsidiaries’, accumulated and undistributed earnings and profits being deemed
to be repatriated to the Company or the applicable parent Domestic Subsidiary
for U.S. federal income tax purposes and the effect of such repatriation causing
materially adverse tax consequences to the Company or such parent Domestic
Subsidiary, in each case as determined by the Company in its commercially
reasonable judgment acting in good faith and in consultation with its legal and
tax advisors. 

    
“Default” means an event described in Section 8.1 hereof. 





12 







     “Defaulting
Lender” means any Lender that (a) has
failed, within two (2) Business Days of the date required to be funded or paid,
to (i) fund any portion of its Loans, (ii) fund any portion of its
participations in Letters of Credit or Swing Line Loans or (iii) pay over to any
Credit Party any other amount required to be paid by it hereunder, unless, in
the case of clause (i) above, such Lender
notifies the Administrative Agent in writing that such failure is the result of
such Lender’s good faith determination that a condition precedent to funding
(specifically identified and including the particular default, if any) has not
been satisfied, (b) has notified the Company or any Credit Party in writing, or
has made a public statement to the effect, that it does not intend or expect to
comply with any of its funding obligations under this Agreement (unless such
writing or public statement indicates that such position is based on such
Lender’s good faith determination that a condition precedent (specifically
identified and including the particular default, if any) to funding a loan under
this Agreement cannot be satisfied) or generally under other agreements in which
it commits to extend credit, (c) has failed, within three (3) Business Days
after request by a Credit Party, acting in good faith, to provide a
certification in writing from an authorized officer of such Lender that it will
comply with its obligations to fund prospective Loans and participations in then
outstanding Letters of Credit and Swing Line Loans under this Agreement,
provided that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (c) upon such Credit Party’s receipt of such certification in form and
substance reasonably satisfactory to it and the Administrative Agent, or (d) has
become the subject of a Bankruptcy Event. 

    
“Designated Financial
Officer” means, the chief financial
officer, treasurer, assistant treasurer or controller of the Company.


    
“Disqualified
Stock” means any Capital Stock that, by
its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder thereof, in whole or in part, on or prior
to the date that is ninety-one (91) days after the later of (x) the latest
Termination Date and (y) the latest Term Loan Maturity Date.

    
“Documentation
Agent” means each of The Royal Bank of
Scotland plc and UBS Securities LLC in its respective capacity as a
documentation agent for itself and the Lenders. 

    
“Dollar” and “$” means the lawful currency of
the United States of America. 

    
“Dollar Amount” of any currency at any date means (i) the amount of such
currency if such currency is Dollars or (ii) the Equivalent Amount of Dollars if
such currency is any currency other than Dollars. 

    
“Domestic
Subsidiary” means a Subsidiary of the
Company that is not a Foreign Subsidiary. 

    
“Domestic Subsidiary
Guarantor” means any Subsidiary Guarantor
that is a Domestic Subsidiary. 

    
“EBITDA” means for any period, the sum of (i) the consolidated net
income (or loss) of the Company and its Subsidiaries for such period,
plus (ii)
to the extent deducted in determining net income, income taxes, depreciation and
amortization expense and Interest Expense minus (plus) (iii) any extraordinary gains
(losses) (iv) minus (plus) any gains (losses) on the sale of a business minus (plus) (v) any special, non-recurring,
non-cash gains (charges) such as those arising out of the ongoing restructuring
or consolidation of the operations of the Company and its Subsidiaries, all as determined in accordance with Agreement
Accounting Principles (it being understood and agreed that (a) any additions to
clause (i) shall apply solely to the extent deducted in determining consolidated
net income, and any subtractions therefrom shall apply solely to the extent
included in determining consolidated net income, and (b) each addition (or
subtraction) made pursuant to clauses (ii) through (v) shall be without
duplication of any other addition (or subtraction)). 

13 







     “Eligible
Currency” means any currency other than
Dollars (i) that is readily available, (ii) that is freely traded, (iii) in
which deposits are customarily offered to banks in the London interbank market,
(iv) which is convertible into Dollars in the international interbank market and
(v) as to which an Equivalent Amount may be readily calculated. 

    
“Environmental
Laws” means, with respect to any Person,
any and all federal, state, local and foreign statutes, laws, judicial
decisions, regulations, ordinances, rules, judgments, orders, decrees, plans,
injunctions, permits, concessions, grants, franchises, licenses, agreements and
other governmental restrictions relating to (i) the protection of the
environment, (ii) the effect of the environment on human health, (iii)
emissions, discharges or releases of pollutants, contaminants, hazardous
substances or wastes into surface water, ground water or land, or (iv) the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous substances or
wastes or the clean-up or other remediation thereof, in each case, applicable to
such Person or its Property. 

    
“Environmental
Lien” means a Lien in favor of any
Governmental Authority for (a) any liability under Environmental Law, or (b)
damages arising from, or costs incurred by such Governmental Authority in
response to, any noncompliance with any Environmental Law, whether actual or
threatened. 

    
“Equivalent
Amount” of any currency at any date means
the equivalent in Dollars of such currency, calculated on the basis of the
arithmetic mean of the buy and sell spot rates of exchange of the Administrative
Agent or an Affiliate of the Administrative Agent in the London interbank market
(or other market where the Administrative Agent’s foreign exchange operations in
respect of such currency are then being conducted) for such other currency at or
about 11:00 a.m. (local time applicable to the transaction in question) on the
date on which such amount is to be determined, rounded up to the nearest amount
of such currency as determined by the Administrative Agent from time to time;
provided,
however,
that if at the time of any such determination, for any reason, no such spot rate
is being quoted, the Administrative Agent or an Affiliate of the Administrative
Agent may use any reasonable method it deems appropriate (after consultation
with the Company) to determine such amount, and such determination shall be
conclusive absent manifest error. 

    
“ERISA” means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and any rule or regulation issued thereunder.


    
“euro” means the lawful currency of the member states of the European Union
which adopted the Council Regulation E.C. No. 1103/97 dated 17 June 1997 passed
by the Council of the European Union, or, if different, the then lawful currency
of the member states of the European Union that participate in the third stage
of the Economic and Monetary Union. 

14 







     “Eurocurrency Base
Rate” means, with respect to any
Eurocurrency Rate Advance for any Interest Period, the rate appearing on, in the
case of Dollars, Reuters Screen LIBOR01 Page and, in the case of any other
Agreed Currency, the appropriate page of such service which displays British
Bankers Association Interest Settlement Rates for deposits in such Agreed
Currency (or, in each case, on any successor or substitute page of such Service,
or any successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to deposits in the relevant
Agreed Currency in the London interbank market) at approximately 11:00 a.m.,
London time, two (2) Business Days prior to the commencement of such Interest
Period, as the rate for deposits in the relevant Agreed Currency with a maturity
comparable to such Interest Period. In the event that such rate is not available
at such time for any reason, then the “Eurocurrency Base Rate” with respect
to such Eurocurrency Rate Advance for such Interest Period shall be the rate at
which deposits in the relevant Agreed Currency in an Equivalent Amount of
$5,000,000 and for a maturity comparable to such Interest Period are offered by
the principal London office of the Administrative Agent in immediately available
funds in the London interbank market at approximately 11:00 a.m., London time,
two (2) Business Days prior to the commencement of such Interest Period.


     “Eurocurrency Payment
Office” of the Administrative Agent
means, for each of the Agreed Currencies, any agency, branch, Affiliate or
correspondence bank of the Administrative Agent, as it may from time to time
specify to the Company and each Lender as its Eurocurrency Payment Office.


     “Eurocurrency Rate” means, with
respect to a Eurocurrency Rate Advance of any Class for the relevant Interest
Period, the Adjusted Eurocurrency Base Rate applicable to such Interest Period
plus the
Applicable Eurocurrency Margin then in effect for such Class. 

     “Eurocurrency Rate Advance” means
an Advance which bears interest at the Eurocurrency Rate. 

     “Eurocurrency Rate Loan” means a
Loan, or portion thereof, which bears interest at the Eurocurrency Rate.


     “Excluded Taxes” is defined in
Section 2.14(E)(i) hereof. 

     “Existing Credit Agreement” means
that certain Credit Agreement dated as of June 23, 2006 by and among the
Borrowers, as borrowers thereunder, the lenders party thereto and JPMorgan Chase
Bank, N.A., as administrative agent (as amended by Amendment No. 1 thereto dated
as of February 23, 2007, Amendment No. 2 thereto dated as of October 2, 2007,
Amendment No. 3 thereto dated as of October 26, 2007, Amendment No. 4 thereto
dated as of December 10, 2007 and Amendment No. 5 thereto dated as of February
5, 2010). 

     “Facility Obligations Amount”
means, as of any date, the sum of (a) the aggregate Dollar Amount of the
Revolving Credit Obligations (including, for the avoidance of doubt, any
Incremental 2017 Revolving Loans) as of such date and (b) the aggregate
principal amount of Term Loans outstanding as of such date, in each case after
giving effect to any borrowings and payments being made
on such date and any issuance, amendment or termination of any Letter of Credit
on such date.

15 







     “FATCA” means Sections 1471
through 1474 of the Code, as of the date of this Agreement (or any amended or
successor provision that is substantively comparable and not materially more
onerous to comply with) and any current or future regulations or official
interpretations thereof.

     “Federal Funds Effective Rate”
means, for any day, the weighted average (rounded upwards, 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 that is a Business Day,
the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
quotations for such day for such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.


     “Financial Assistance Problem”
means, with respect to any Foreign Subsidiary, the inability of such Foreign
Subsidiary to become a Subsidiary Guarantor (or in the case of the Subsidiary
Borrower, to become jointly and severally liable for the Obligations of the
Company under Section 1.4) or to permit its Capital Stock to be pledged pursuant to a
pledge agreement on account of legal or financial limitations imposed by the
jurisdiction of organization of such Foreign Subsidiary or other relevant
jurisdictions having authority over such Foreign Subsidiary, in each case as
determined by the Company in its commercially reasonable judgment acting in good
faith and in consultation with its legal and tax advisors. 

     “First Tier Foreign Subsidiary”
means each Foreign Subsidiary with respect to which any one or more of the
Company and its Domestic Subsidiaries directly owns or controls more than 50% of
such Foreign Subsidiary’s issued and outstanding equity interests. 

     “Floating Rate” means, for any day
for any Advance of any Class, a rate per annum equal to the Alternate Base Rate
for such day, changing when and as the Alternate Base Rate changes
plus the
Applicable Floating Rate Margin then in effect for such Class. 

     “Floating Rate Advance” means an
Advance which bears interest at the Floating Rate. 

     “Floating Rate Loan” means a Loan,
or portion thereof, which bears interest at the Floating Rate. 

     “Foreign Currency Sublimit” means
$0. 

     “Foreign Factoring Transaction”
means any factoring transaction entered into by any Foreign Subsidiary with
respect to Receivables originated by such Foreign Subsidiary in the ordinary
course of business, which factoring transaction gives rise to Receivables
Facility Attributed Indebtedness that is non-recourse to the Company and its
Subsidiaries other than limited recourse customary for factoring transactions of
the same kind. 

16 







     “Foreign
Obligations” means all Hedging
Obligations and all Foreign Treasury Obligations, in each case of any Foreign
Subsidiary owing to any Lender or any Affiliate of any Lender; provided, that
Foreign Obligations shall not include any such obligations that are secured by
any Lien other than a Lien in favor of the Administrative Agent, for the benefit
of the Holders of Secured Obligations, pursuant to the Collateral Documents in
connection with this Agreement. 

     “Foreign Reinvestment Amount”
means, at any time, an amount equal to the proceeds of sales of Capital Stock
of, or assets of, Foreign Subsidiaries occurring after the Restatement Effective
Date that have been distributed to or otherwise received by the Company or a
Domestic Subsidiary Guarantor. 

     “Foreign Plan” means an employee
pension benefit plan (as defined in Section 3(2) of ERISA) which is (i)
maintained or contributed to for the benefit of employees of the Company, any of
its Subsidiaries or any member of the Controlled Group, (ii) is not covered by
ERISA pursuant to Section 4(b)(4) thereof and (iii) under applicable local law,
is required to be funded through a trust or other funding vehicle. 

     “Foreign Subsidiary” means (i) a
Subsidiary of the Company organized under the laws of a jurisdiction located
outside the United States of America or (ii) a Subsidiary of any Person
described in the foregoing clause
(i). 

     “Foreign Subsidiary Guarantor”
means any Subsidiary Guarantor that is a Foreign Subsidiary. 

     “Foreign Subsidiary Non-Guarantor”
means any Foreign Subsidiary that is not a Foreign Subsidiary Guarantor.


     “Foreign Treasury Obligations”
means all obligations and liabilities incurred by any Foreign Subsidiary with
respect to treasury management services (including without limitation controlled
disbursement, automated clearinghouse transactions, return items, overdrafts and
interstate depository network services, overdraft liabilities and netting and
pooling arrangements) and card services (including without limitation commercial
credit cards, purchasing cards and stored value cards). 

     “Fund” means any Person (other than
a natural person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender. 

     “Governmental Acts” is defined in
Section 3.10(A) hereof. 

     “Governmental Authority” means any
nation or government, any federal, state, local or other political subdivision
thereof and any entity exercising executive, legislative, judicial, regulatory
or administrative authority or functions of or pertaining to government,
including any authority or other quasi-governmental entity established to
perform any of such functions (including any supra-national bodies such as the
European Union or the European Central Bank). 

17 







     “Guarantees” means, collectively, the Subsidiary Guaranty and any other
guaranty executed by any Subsidiary Guarantor in favor of the Administrative
Agent, on behalf of itself and Lenders, in respect of the Secured Obligations,
and “Guaranty” means each such agreement, individually. 

     “Hedging
Arrangements” means any and all
agreements, devices or arrangements designed to protect at least one of the
parties thereto from the fluctuations of interest rates, commodity prices,
exchange rates or forward rates applicable to such party’s assets, liabilities
or exchange transactions, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants or any similar derivative
transactions. 

     “Hedging Obligations” of a Person
means any and all obligations of such Person, whether absolute or contingent and
howsoever and whensoever created, arising, evidenced or acquired (including all
renewals, extensions and modifications thereof and substitutions therefor),
under (i) any Hedging Arrangements and (ii) any and all cancellations, buybacks,
reversals, terminations or assignments of any Hedging Arrangements. 

     “Holders of Secured Obligations”
means (i) the holders of the Secured Obligations from time to time, including,
without limitation, the Administrative Agent, each Arranger, the Lenders, the
Issuing Bank, the Swing Line Bank, each of their respective Affiliates and any
Indemnitee and including each Lender (or Affiliate thereof) in respect of all
Hedging Obligations and Treasury Obligations and Foreign Treasury Obligations of
the Borrower and its Subsidiaries owing to such Lender (or Affiliate) and (ii)
each such holder’s respective successors, transferees and assigns. 

     “Hostile Acquisition” means (a) the
acquisition of the Capital Stock of a Person through a tender offer or similar
solicitation of the owners of such Capital Stock which has not been approved by
the board of directors (or any other applicable governing body) of such Person
or by similar action if such Person is not a corporation and (b) any such
acquisition as to which such approval has been withdrawn. 

     “Immaterial Subsidiary” means each
Subsidiary of the Company (i) the total assets of which (determined on a
consolidated basis for such Subsidiary and its Subsidiaries) are less than five
percent (5.0%) of the Company’s Consolidated Assets, (ii) the total sales of
which for the most recently ended fiscal quarter (determined on a consolidated
basis for such Subsidiary and its Subsidiaries) were less than five percent
(5.0%) of the Company’s Consolidated Sales for the most recently ended fiscal
quarter or (iii) the total operating profits of which for the most recently
ended fiscal quarter (determined on a consolidated basis for such Subsidiary and
its Subsidiaries) were less than five percent (5.0%) of the Company’s
Consolidated Operating Profit for the most recently ended fiscal quarter.


     “Increase Notice” is defined in
Section 2.23(A) hereof. 

     “Incremental 2017 Revolving Loan”
is defined in Section 2.23(A) hereof. 

18 







     “Incremental 2017 Revolving Loan
Commitment” is defined in Section 2.23(A) hereof.


     “Incremental Term Loan” is defined
in Section 2.23(A) hereof. 

     “Incremental Term Loan Commitment”
is defined in Section 2.23(A) hereof. 

     “Indebtedness” of a Person means,
without duplication, such Person’s (i) obligations for borrowed money, (ii)
obligations representing the deferred purchase price of Property or services
(other than accounts payable arising in the ordinary course of such Person’s
business payable on terms customary in the trade), (iii) obligations, whether or
not assumed, secured by Liens or payable out of the proceeds or production from
Property now or hereafter owned or acquired by such Person, (iv) obligations
which are evidenced by notes, acceptances, or other instruments, (v) obligations
with respect to letters of credit, bankers acceptances, surety bonds and similar
instruments, (vi) obligations of such Person to purchase securities or other
Property arising out of or in connection with the sale of the same or
substantially similar securities or Property, (vii) Capitalized Lease
Obligations, (viii) Contingent Obligations with respect to the Indebtedness of
other Persons (it being understood and agreed that, in calculating the amount of
Indebtedness hereunder, the amount of any such Contingent Obligations shall only
be included to the extent such Contingent Obligations do not cover obligations
representing other Indebtedness already included in such calculation) to the
extent (and only to the extent) that the other Indebtedness to which such
Contingent Obligation relates is outstanding and then only as to principal or
like amounts actually borrowed, due, payable or drawn, as the case may be, (ix)
Receivables Facility Attributed Indebtedness, (x) Off-Balance Sheet Liabilities,
(xi) Disqualified Stock, (xii) Synthetic Lease Obligations and (xiii) any other
obligation for borrowed money or other financial accommodation (other than any
Hedging Obligation) which in accordance with Agreement Accounting Principles
would be shown as a liability on the consolidated balance sheet of such Person.


     “Indemnified Matters” is defined in
Section 10.7(B) hereof. 

     “Indemnitees” is defined in
Section 10.7(B) hereof. 

     “Initial Loan Parties” means the
Company, the Subsidiary Borrower and each Subsidiary Guarantor as of the
Restatement Effective Date. 

     “Initial Mortgaged Properties”
means the parcels of real Property of the Company and the Domestic Subsidiary
Guarantors set forth on Schedule
1.1.2 to this Agreement. 

     “Insolvency Event” is defined in
Section 10.14 hereof. 

     “Intellectual Property Security Agreements” means the intellectual property security agreements as the Company or
any Domestic Subsidiary Guarantor may from time to time make in favor of the
Administrative Agent for the benefit of the Holders of Secured Obligations, in
each case as the same may be amended, restated, supplemented or otherwise
modified from time to time. 

19 







     “Intercompany
Indebtedness” means, with respect to any
Borrower or Subsidiary Guarantor, any and all claims of such Borrower or
Subsidiary Guarantor against any other Borrower or Subsidiary Guarantor or any
other endorser, obligor or any other guarantor of all or any part of the
Obligations, or against any of its properties, including, without limitation,
claims arising from liens or security interests upon property with respect to
any such claim owing to such Borrower or Subsidiary Guarantor. 

     “Interest Coverage Ratio” means, as of the last day of
any fiscal quarter, the ratio of (a) EBITDA for the four consecutive fiscal
quarters then ended on such date to (b) Interest Expense for such four
fiscal-quarter period. 

     “Interest Expense” means, with
respect to any period, the aggregate of all interest expense reported by the
Company and its Subsidiaries in accordance with Agreement Accounting Principles
during such period, net of any interest income received by the Company and its
Subsidiaries during such period from Investments, but excluding, to the extent
constituting interest expense, Receivables Facility Financing Costs for such
period. As used in this definition, the term “interest” shall include, without
limitation, all interest, fees and costs payable with respect to the obligations
under this Agreement (other than fees and costs which may be capitalized as
transaction costs in accordance with Agreement Accounting Principles) and the
interest portion of Capitalized Lease payments during such period, all as
determined in accordance with Agreement Accounting Principles. 


“Interest Period” means, with
respect to any Eurocurrency Rate Advance:

     (a) initially, the period commencing on the Borrowing Date with respect to
such Advance or the date of the conversion of such Advance, as the case may be,
ending seven or fourteen days or one, two, three, or six months thereafter or
such alternate period agreed to by the Lenders, as selected by the Company (on
behalf of itself or the Subsidiary Borrower) in its Borrowing/Election Notice
given with respect thereto; and 

     (b)
thereafter, each period commencing on the last
day of the preceding Interest Period applicable to such Eurocurrency Rate
Advance and ending seven or fourteen days or one, two, three or six months
thereafter or such alternate period agreed to by the Lenders, as selected by the
Company (on behalf of itself or the Subsidiary Borrower) in its
Borrowing/Election Notice given with respect thereto in accordance with
Section 2.9;


provided, that all of the foregoing provisions relating to Interest Periods are
subject to the following: 


     (i)
if any Interest Period would otherwise end on a
day that is not a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless, in the case of any Interest Period that is
one, two, three or six months in length, the result of such extension would be
to carry such Interest Period into another calendar month, in which event such
Interest Period shall end on the immediately preceding Business Day; and



20 








     (ii)
(x) any Interest Period applicable to a
Eurocurrency Rate Advance made by the 2014 Revolving Loan Lenders that would
otherwise extend beyond the 2014 Revolving Loan Termination Date shall end on
the 2014 Revolving Loan Termination Date, (y) any Interest Period applicable to
a Eurocurrency Rate Advance made by the 2017 Revolving Loan Lenders that would
otherwise extend beyond the 2017 Revolving Loan Termination Date shall end on
the 2017 Revolving Loan Termination Date and (z) any Interest Period applicable
to a Eurocurrency Rate Advance relating to Term Loans that would otherwise
extend beyond the Term Loan Termination Date applicable to such Term Loans shall
end on the applicable Term Loan Termination Date.


     “Investment” of a Person means any loan, advance (other than commission,
travel and similar advances to officers and employees made in the ordinary
course of business), extension of credit (other than accounts receivable arising
in the ordinary course of business on terms customary in the trade and loans to
employees in the ordinary course of business) or contribution of capital by such
Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or
other securities owned by such Person; and any deposit accounts and certificate
of deposits owned by such Person. 

     “IRS” means the Internal Revenue
Service and any Person succeeding to the functions thereof. 

     “Issuing Bank” means (i) JPMCB in
its separate capacity as an issuer of Letters of Credit pursuant to
Section 3.1
or 3.2
hereunder with respect to each Letter of Credit issued or deemed issued by JPMCB
upon a Borrower’s request and (ii) any Lender (other than JPMCB) reasonably
acceptable to the Administrative Agent, in such Lender’s separate capacity as an
issuer of Letters of Credit pursuant to Section 3.1 with respect to any and
all Letters of Credit issued by such Lender in its sole discretion upon a
Borrower’s request; provided, that, unless the Administrative Agent shall otherwise
consent, there shall not at any time be more than three (3) Lenders constituting
Issuing Banks hereunder. All references contained in this Agreement and the
other Loan Documents to the “Issuing Bank” shall be deemed to apply equally to
each of the institutions referred to in clauses (i) and (ii) of this definition in
their respective capacities as issuers of any and all Letters of Credit issued
by each such institution. 

     “Joint Venture” means an
association of economically independent business entities (the
“Venturers”) for a common commercial purpose of defined scope and duration, by
contract or through equity interests in a business entity, and by means of which
the Venturers pool resources and share risks, rewards and control. 

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

     “L/C Collateral Account” is defined
in Section 3.11(A) hereof. 

     “L/C Documents” is defined in
Section 3.4(A) hereof. 

     “L/C Draft” means a draft drawn on
the Issuing Bank pursuant to a Letter of Credit. 

21 







     “L/C Fee” is defined in Section
3.8(A) hereof. 

     “L/C Interest” shall have the
meaning ascribed to such term in Section
3.6 hereof. 

     “L/C Obligations” means, without
duplication, an amount equal to the sum of (i) the aggregate of the Dollar
Amount then available for drawing under each of the Letters of Credit and (ii)
the aggregate outstanding Dollar Amount of all Reimbursement Obligations at such
time. 

     “Lenders” means the lending
institutions listed on the signature pages of this Agreement or parties to
Assignment Agreements delivered pursuant to Section 13.3 hereof or Commitments and
Acceptances delivered pursuant to Section
2.23 hereof, including the Issuing Bank, the
Swing Line Bank and each of their respective successors and assigns but
excluding any such institution that ceases to be a party hereto pursuant to an
Assignment Agreement so delivered or, in the case of 2014 Revolving Loan
Lenders, pursuant to the terms hereof on the 2014 Revolving Loan Lenders
Repayment Date. 

     “Lending Installation” means, with
respect to a Lender or the Administrative Agent, any office, branch, subsidiary
or affiliate of such Lender or the Administrative Agent. 

     “Letter of Credit” means the
commercial and standby letters of credit (i) to be issued by the Issuing Bank
pursuant to Section 3.1 hereof or (ii) deemed issued by the Issuing Bank as a
Transitional Letter of Credit pursuant to Section 3.2 hereof. 

     “Lien” means any lien (statutory or
other), security interest, mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, the interest of a vendor or lessor under any conditional sale,
Capitalized Lease, Synthetic Lease or other title retention agreement).


     “Loan(s)” means, with respect to a
Lender, such Lender’s portion of any Advance made pursuant to Section 2.1 hereof, as
applicable, and in the case of the Swing Line Bank, any Swing Line Loan made
pursuant to Section 2.2 hereof, and collectively, all Revolving Loans and Term Loans
(in each case whether made or continued as or converted to Floating Rate Loans
or Eurocurrency Rate Loans) and Swing Line Loans. 

     “Loan Documents” means this
Agreement, the Amendment and Restatement Agreement, any promissory notes
executed pursuant to Section
2.12(B), the Guarantees, the Collateral
Documents, any Assignment Agreement and all other documents, instruments, notes
and agreements executed in connection therewith or pursuant thereto, as the same
may be amended, restated or otherwise modified and in effect from time to time.


     “Loan Parties” means, collectively,
the Borrowers and the Subsidiary Guarantors. 

     “Local Time” means (i) New York
City time in the case of a Loan, Advance or LC Draft denominated in Dollars and
(ii) local time in the case of a Loan, Advance or LC Draft denominated in an
Agreed Currency other than Dollars or made to or on behalf of the Subsidiary
Borrower (it being understood that such local time shall mean London, England,
time unless otherwise notified by the Administrative Agent). 

22 







     “Mandatory Cost” is described in Schedule
1.1.3.

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

     “Material Adverse Effect” means a
material adverse effect on (i) business, condition (financial or otherwise),
operations, performance or Properties of the Company and its Subsidiaries taken
as a whole, (ii) the ability of the Borrowers to pay the Obligations under the
Loan Documents, or (iii) the validity or enforceability of any of the Loan
Documents or the rights or remedies of the Agents or the Lenders thereunder.


     “Material Indebtedness” means (i)
Indebtedness in an outstanding principal Dollar Amount of $35,000,000 or more in
the aggregate or (ii) any Indebtedness outstanding under any Senior Note
Indenture that has not been defeased in full in accordance with the terms of the
applicable Senior Note Indenture. 

     “Material Indebtedness Agreement”
means any agreement under which any Material Indebtedness was created or is
governed or which provides for the incurrence of Indebtedness in an amount which
would constitute Material Indebtedness (whether or not an amount of Indebtedness
constituting Material Indebtedness is outstanding thereunder). 

     “Moody’s” means Moody’s Investors
Service, Inc., together with its successors and assigns. 

     “Moody’s Rating” means, at any
time, the rating issued by Moody’s and then in effect with respect to the
Company’s senior unsecured long-term debt securities without third-party credit
enhancement. 

     “Mortgage” means each of those
certain mortgages and deeds of trust dated as of the Closing Date and such other
mortgages and deeds of trust as have been or may hereafter be entered into by
the Loan Parties pursuant hereto or in connection herewith, in each case as
amended, restated, supplemented or otherwise modified from time to time.


     “Mortgage Instruments” means such
title reports, title insurance, opinions of counsel, surveys, appraisals and
environmental reports as are requested by, and in form and substance reasonably
acceptable to, the Administrative Agent from time to time. 

     “Multiemployer Plan” means a
“multiemployer plan” as defined in Section 4001(a)(3) of ERISA which is
contributed to by either the Company or any member of the Controlled Group.


     “Obligations” means all Loans, L/C
Obligations, advances, debts, liabilities, obligations, covenants and duties
owing by the Company or any of its Subsidiaries (including, without limitation,
the Subsidiary Borrower) to the Administrative Agent, any Lender, the Swing Line
Bank, any Arranger, any Affiliate of the Administrative Agent or any Lender, the
Issuing Bank, or any Indemnitee, of any kind or nature, present or future,
arising under this Agreement, the L/C Documents, the Guarantees or any other
Loan Document, whether or not evidenced by any note, guaranty or other
instrument, whether or not for the payment of money, whether arising by reason
of an extension of credit, loan, guaranty, indemnification, or in any other
manner, whether direct or indirect (including those acquired by assignment),
absolute or contingent, due or to become due, now
existing or hereafter arising and however acquired, all interest, charges,
expenses, fees, attorneys’ fees and disbursements, paralegals’ fees (in each
case whether or not allowed or allowable) and any other sum chargeable to the
Company or any of its Subsidiaries under this Agreement or any other Loan
Document.

23 







     “Obligor” is defined in Section
10.14 hereof. 

     “Off-Balance Sheet Liabilities” of
a Person means, without duplication, (i) any Receivables Facility Attributed
Indebtedness and repurchase obligation or liability of such Person or any of its
Subsidiaries with respect to Receivables or notes receivable sold by such Person
or any of its Subsidiaries to the extent such Receivables Facility Attributed
Indebtedness, obligation or liability does not appear on the consolidated
balance sheet of such Person and its Subsidiaries (calculated to include the
unrecovered investment of purchasers or transferees of Receivables or notes
receivable or any other obligation of the Company or such transferor to
purchasers/transferees of interests in Receivables or notes receivables or the
agent for such purchasers/transferees), (ii) any liability under any sale and
leaseback transactions which do not create a liability on the consolidated
balance sheet of such Person, (iii) any Synthetic Lease Obligations or (iv) any
obligations arising with respect to any other transaction (other than any
Operating Lease that does not constitute a Synthetic Lease) which is the
functional equivalent of or takes the place of borrowing but which does not
constitute a liability on the consolidated balance sheets of such Person and its
Subsidiaries. 

     “Operating Lease” of a Person means
any lease of property by such Person as lessee that qualifies as an operating
lease for financial reporting purposes under Agreement Accounting Principles.


     “Originators” means the Company
and/or any of its Subsidiaries (other than any SPV) in their respective
capacities as sellers or transferors of any Receivables and Related Security in
connection with a Permitted Receivables Financing. 

     “Other Taxes” is defined in
Section 2.14(E)(ii) hereof. 

     "Other Connection Taxes" means,
with respect to the Administrative Agent or any Lender, taxes imposed as a
result of a present or former connection between the Administrative Agent or
such Lender and the jurisdiction imposing such tax (other than connections
arising from the Administrative Agent or such Lender having executed, delivered,
become a party to, performed its obligations under, received payments under,
received or perfected a security interest under, engaged in any other
transaction pursuant to or enforced any Loan Document, or sold or assigned an
interest in any Loan or Loan Document). 

     “Parent” means, with respect to any
Lender, any Person as to which such Lender is, directly or indirectly, a
subsidiary. 

     “Participants” is defined in
Section 13.2(A) hereof. 

     “Participant Register” is defined
in Section 13.2(C) hereof.

24 







     “Payment Date” means the last Business Day of each March, June, September
and December and any applicable Term Loan Maturity Date or Termination Date,
commencing June 29, 2012. 

     “PBGC” means the Pension Benefit Guaranty Corporation, or any successor
thereto. 

     “Permitted 2026 Put” means the
exercise by the holders of 2026 Convertible Notes of their option to require the
Company to repurchase such notes on March 1, 2016 under and in accordance with
the terms of the 2006 Senior Note Indenture. 

     “Permitted Acquisition” is defined
in Section 7.3(G) hereof. 

     “Permitted Domestic Receivables Financing” means any transaction or series of transactions that may be entered
into by the Company or any Domestic Subsidiary pursuant to which the Company
and/or any Domestic Subsidiary may sell, convey or otherwise transfer, directly
or indirectly, to a newly-formed SPV, or any other Person, any Receivables and
Related Security originated in the United States of America for the purpose of
obtaining financing; provided, that (i) the Receivables Facility Attributed Indebtedness
incurred in such transaction or series of transactions does not at any time
exceed $275,000,000 in the aggregate and (ii) such Receivables Facility
Attributed Indebtedness is non-recourse to the Company and its Subsidiaries
(other than an SPV) other than limited recourse customary for receivables
financings of the same kind. 

     “Permitted Existing Indebtedness”
means the Indebtedness of the Company and its Subsidiaries as of the Restatement
Effective Date identified as such on Schedule
1.1.4 to this Agreement. 

     “Permitted Foreign Receivables Financing” means any transaction or series of transactions (other than any Foreign
Factoring Transaction) that may be entered into by any Foreign Subsidiary
pursuant to which any Foreign Subsidiary may sell, convey or otherwise transfer,
directly or indirectly, to a newly-formed SPV, or any other Person, any
Receivables and Related Security originated outside the United States of America
for the purpose of obtaining financing; provided, that (i) the Receivables
Facility Attributed Indebtedness incurred in such transaction or series of
transactions does not at any time exceed $300,000,000 in the aggregate and (ii)
such Receivables Facility Attributed Indebtedness is non-recourse to the Company
and its Subsidiaries (other than an SPV) other than limited recourse customary
for receivables financings of the same kind. 

     “Permitted Receivables Financing”
means either a Permitted Domestic Receivables Financing or a Permitted Foreign
Receivables Financing. 

     “Permitted Refinancing Indebtedness” means any replacement, renewal, refinancing or extension of any
Permitted Existing Indebtedness, in any such case, permitted by this Agreement
that (i) does not exceed the aggregate principal amount (plus accrued interest
and any applicable premium and associated fees and expenses) of the Indebtedness
being replaced, renewed, refinanced or extended, (ii) does not have a Weighted
Average Life to Maturity at the time of such replacement, renewal, refinancing
or extension that is less than the Weighted Average Life to Maturity of the
Indebtedness being replaced, renewed, refinanced or extended, (iii) does not rank at the time of such replacement, renewal, refinancing
or extension senior to the Indebtedness being replaced, renewed, refinanced or
extended, and (iv) does not contain terms (including, without limitation, terms
relating to security, amortization, interest rate, premiums, fees, covenants,
subordination, event of default and remedies) that are materially less favorable
to the Company or relevant Subsidiary than those applicable to the Indebtedness
being replaced, renewed, refinanced or extended. 

25 







     “Permitted Related Party
Transactions” means (a) Permitted
Receivables Financings, (b) transactions between one or more Domestic Subsidiary
Guarantors that are Wholly-Owned Subsidiaries; (c) transactions between the
Company and one or more Domestic Subsidiary Guarantors that are Wholly-Owned
Subsidiaries; (d) transactions between one or more Foreign Subsidiary Guarantors
that are Wholly-Owned Subsidiaries; (e) transactions between the Subsidiary
Borrower and one or more Foreign Subsidiary Guarantors that are Wholly-Owned
Subsidiaries; (f) transactions between one or more Foreign Subsidiary
Non-Guarantors that are Wholly-Owned Subsidiaries; (g) transactions between (i)
any Wholly-Owned Subsidiary of the Company that is not a Domestic Subsidiary
Guarantor and (ii) the Company or any Domestic Subsidiary Guarantor that is a
Wholly-Owned Subsidiary, on the other hand, where the net benefit derived from
such transaction is derived by the Company or such Domestic Subsidiary Guarantor
as the transferee in such transaction, (h) transactions between (i) any
Wholly-Owned Subsidiary of the Company that is a Foreign Subsidiary
Non-Guarantor and (ii) the Subsidiary Borrower or any Foreign Subsidiary
Guarantor that is a Wholly-Owned Subsidiary, on the other hand, where the net
benefit derived from such transaction is derived by the Subsidiary Borrower or
such Foreign Subsidiary Guarantor as the transferee in such transaction, (i)
transactions between (i) any non-Wholly-Owned Subsidiary of the Company, any
Affiliate of the Company (other than Wholly-Owned Subsidiaries) or any Joint
Venture in which the Company or any of its Subsidiaries is a Venturer, on the
one hand and (ii) the Company or any Wholly-Owned Subsidiary of the Company, on
the other hand, where the net benefit derived from such transaction is derived
by the Company or such Wholly-Owned Subsidiary as the transferee in such
transaction and (j) transactions among the Company and/or one or more
Subsidiaries expressly permitted under Section
7.3. 

     “Permitted Strategic Transactions”
means one or more transactions: (a) entered into between (i) the Company or one
of its Wholly-Owned Subsidiaries, on the one hand and (ii) any non-Wholly-Owned
Subsidiary, Affiliate (other than Wholly-Owned Subsidiaries) or Joint Venture,
on the other hand, (b) where the principal factor for the Company or the
Wholly-Owned Subsidiary entering into such a transaction is to provide for a
more tax-efficient structure or to accomplish strategic objectives and (c) where
such transaction or transactions are not materially adverse to the interests of
the Lenders in their capacities as Lenders under this Agreement. 

     “Person” means any individual,
corporation, firm, enterprise, partnership, trust, incorporated or
unincorporated association, joint venture, joint stock company, limited
liability company or other entity of any kind, or any government or political
subdivision or any agency, department or instrumentality thereof. 

     “Plan” means an employee benefit
plan defined in Section 3(3) of ERISA (other than a Foreign Plan) in respect of
which the Company or any member of the Controlled Group is an “employer” as
defined in Section 3(5) of ERISA. 

26 







     “Pledge and Security
Agreement” means that certain Amended and
Restated Pledge and Security Agreement, dated as of the Restatement Effective
Date, executed by the Company, the Domestic Subsidiary Guarantors and the
Administrative Agent for the benefit of the Holders of Secured Obligations, as
the same may be amended, restated, supplemented, or otherwise modified from time
to time. 

     “Pledge Subsidiary” means (i) each
Domestic Subsidiary (including each SPV with respect to each Permitted Domestic
Receivables Financing), (ii) each First Tier Foreign Subsidiary and (iii) any
other Foreign Subsidiary the pledge of the Capital Stock of which (a) from time
to time in the reasonable credit judgment of the Administrative Agent, could
provide material credit support to secure the Secured Obligations and (b) would
not cause a Deemed Dividend Problem or a Financial Assistance Problem.


     “Pounds Sterling” means the lawful
currency of the United Kingdom. 

     “PP&E Amount” means, as of any
date, the net book value as of such date of all Collateral of a Loan Party
subject to a first priority perfected Lien in favor of the Administrative Agent
(for the benefit of the Holders of Secured Obligations) that is not shared
equally and ratably with any other creditor, consisting of real property and
equipment, determined in accordance with generally accepted accounting
principles as in effect in the United States of America from time to time, but
excluding any portion of the PP&E Amount that constitutes Restricted
Collateral. 

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

     “Priority
Debt” means, as of any date of
determination, without duplication:

		(i) the aggregate outstanding Dollar Amount of the Revolving Loans,
      Swing Line Loans, L/C Obligations and Term Loans (if any) under this
      Agreement;
	 
	plus 	(ii) any and all debt (determined in accordance with Agreement
      Accounting Principles) of any Foreign Subsidiary (whether secured or
      unsecured) other than debt the proceeds of which are used to finance the
      working capital needs of such Foreign Subsidiary (which exclusion shall
      include Receivables Facility Attributed Indebtedness of such Foreign
      Subsidiary under any Permitted Foreign Receivables
Financing);
	 
	plus	(iii) any and all debt (determined in accordance with Agreement
      Accounting Principles) of the Company and its Subsidiaries that is secured
      by any Lien of a type described in Section 7.3(F)(i),
      (vi), (viii),
      (ix), (x), (xvi) or (xvii) (solely as
      such clause (xvii) relates to extensions, renewals or
      replacements of Liens referred to in the foregoing
      subsections);
	 
	plus	(iv) any and all Receivables Facility Attributed Indebtedness of the
      Company and its Domestic Subsidiaries under any Permitted Domestic
      Receivables Financing.



27 







     “Priority Debt
Ratio” means, as of the last day of any
fiscal quarter, the ratio of (i) Priority Debt as of such date to (ii) EBITDA
for the four consecutive fiscal quarters then ended on such date. 

     “Property” of a Person means any
and all property, whether real, personal, tangible, intangible, or mixed, of
such Person, or other assets owned, leased or operated by such Person.


     “Proposed New Lender” is defined in
Section 2.23(B) hereof. 

     “Pro Rata Share” means, with
respect to any Lender, (a) with respect to Revolving Loans, L/C Obligations or
Swing Line Loans or any determination of “Required Revolving Loan Lenders”, a
percentage equal to a fraction the numerator of which is such Lender’s Revolving
Loan Commitment and the denominator of which is the Aggregate Revolving Loan
Commitment (or if the Revolving Loan Commitments have terminated or expired, the
Pro Rata Shares shall be determined based upon such Lender’s share of the
Revolving Credit Obligations at that time), (b) with respect to the Term Loans,
a percentage equal to a fraction the numerator of which is such Lender’s
outstanding principal amount of the Term Loans and the denominator of which is
the aggregate outstanding amount of the Term Loans of all Lenders and (c) with
respect to any reimbursement or indemnity obligation applicable to all of the
Lenders or any determination of “Required Lenders”, a percentage equal to a
fraction the numerator of which is the sum of such Lender’s Revolving Loan
Commitment (or, if the Revolving Loan Commitments have been terminated or
expired, such Lender’s share of the Revolving Credit Obligations) and such
Lender’s outstanding principal amount of the Term Loans and the denominator of
which is the sum of the Aggregate Revolving Loan Commitment (or, if the
Aggregate Revolving Loan Commitment has been terminated or expired, the
Revolving Credit Obligations) and the aggregate outstanding principal balance of
the Term Loans. In the event that any Class of the Revolving Loan Commitments
has been terminated or expired, computations of Pro Rata Shares pursuant to the
foregoing clauses (a) and (c) shall be made based on the Revolving Loan
Commitments of each Class that were in effect immediately prior to any such
termination or expiration so as to not affect the Pro Rata Share of any Lender
in such terminated Class prior to repayment of its obligations. 

     “Purchasers” is defined in
Section 13.3(A) hereof. 

     “Rate Option” means the
Eurocurrency Rate or the Floating Rate, as applicable. 

     “Receivable(s)” means and includes
all of the Company’s and its Subsidiaries’ presently existing and hereafter
arising or acquired accounts, accounts receivable, and all present and future
rights of the Company and its Subsidiaries to payment for goods sold or leased
or for services rendered, whether or not they have been earned by performance,
and all rights in any merchandise or goods which any of the same may represent,
and all rights, title, security and guaranties with respect to each of the
foregoing, including, without limitation, any right of stoppage in transit.


     “Receivables and Related Security”
means the Receivables and the related security and collections with respect
thereto which are sold or transferred by any Originator or SPV in connection
with any Permitted Receivables Financing. 

28 







     “Receivables Facility Attributed
Indebtedness” means the amount of
obligations outstanding under receivables purchase facilities or factoring
transactions on any date of determination that would be characterized as
principal if such facilities or transactions were structured as secured lending
transactions rather than as purchases, whether such obligations constitute
on-balance sheet Indebtedness or an Off-Balance Sheet Liability. 

     “Receivables Facility Financing Costs” means (i) the interest expense payable by the Company and its
Subsidiaries in accordance with Agreement Accounting Principles on any
Receivables Facility Attributed Indebtedness constituting on-balance sheet
Indebtedness or (ii) the discount or implied interest component of Receivables
Facility Attributed Indebtedness retained by purchasers of Receivables and
Related Security pursuant to a Permitted Receivables Financing. 

     “Register” is defined in
Section 13.3(E) hereof. 

     “Regulation U” means Regulation U
of the Board as from time to time in effect and any successor or other
regulation or official interpretation of the Board relating to the extension of
credit by banks, non-banks and non-broker lenders for the purpose of purchasing
or carrying Margin Stock applicable to member banks of the Federal Reserve
System. 

     “Regulation X” means Regulation X
of the Board as from time to time in effect and any successor or other
regulation or official interpretation of the Board relating to the extension of
credit by foreign lenders for the purpose of purchasing or carrying margin stock
(as defined therein). 

     “Reimbursement Obligation” is
defined in Section 3.7 hereof. 

     “Release”
means any release, spill, emission,
leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching
or migration into the indoor or outdoor environment, including the movement of
Contaminants through or in the air, soil, surface water or groundwater.


     “Replacement Lender” is defined in
Section 2.19 hereof. 

     “Reportable Event” means a
reportable event as defined in Section 4043 of ERISA and the regulations issued
under such section, with respect to a Plan, excluding, however, such events as
to which the PBGC by regulation waived the requirement of Section 4043(a) of
ERISA that it be notified within 30 days of the occurrence of such event.


     “Request for Letter of Credit” is
defined in Section 3.4(A) hereof. 

     “Required Lenders” means Lenders
whose Pro Rata Shares, in the aggregate, are equal to or greater than fifty-one
percent (51%); provided, however, that if (x) the Revolving Loan Commitments have not been
terminated pursuant to the terms of this Agreement and (y) any Revolving Loan
Lender shall have failed to fund its Pro Rata Share of any Revolving Loan such
Revolving Loan Lender is obligated to fund under the terms of this Agreement and
such failure has not been cured, then, for so long as such failure continues,
“Required Lenders” means Lenders (excluding all Revolving Loan Lenders whose
failure to fund their respective Pro Rata Shares of a
Revolving Loan has not been so cured) whose Pro Rata Shares represent at least
fifty-one percent (51%) of the aggregate Pro Rata Shares of such Lenders.

29 







     “Required Revolving Loan
Lenders” means Revolving Loan Lenders
whose Pro Rata Shares, in the aggregate, are greater than fifty percent (50%);
provided,
however,
that if (x) the Revolving Loan Commitments have not been terminated pursuant to
the terms of this Agreement and (y) any Revolving Loan Lender shall have failed
to fund its Pro Rata Share of any Revolving Loan such Lender is obligated to
fund under the terms of this Agreement and such failure has not been cured,
then, for so long as such failure continues, “Required Revolving Loan Lenders”
means Revolving Loan Lenders (excluding all Revolving Loan Lenders whose failure
to fund their respective Pro Rata Shares of a Revolving Loan has not been so
cured) whose Pro Rata Shares represent at least fifty-one percent (51%) of the
aggregate Pro Rata Shares of such Lenders. 

     “Restatement Effective Date” has
the meaning specified in the Amendment and Restatement Agreement. 

     “Restricted Collateral” means any
“Principal Property” of the Company or a “Restricted Subsidiary” or “shares of
stock or indebtedness of a Restricted Subsidiary,” in each case, as defined in
or within the meaning of any of the Senior Note Indentures. For the avoidance of
doubt, Restricted Collateral shall include, without limitation, all “1998
Restricted Collateral” (under and as defined in the Pledge and Security
Agreement). 

     “Restricted Payment” means (i) any
dividend or other distribution, direct or indirect, on account of any equity
interests of the Company now or hereafter outstanding, except a dividend payable
solely in the Company’s Capital Stock (other than Disqualified
Stock) or
in options, warrants or other rights to purchase such Capital Stock, (ii) any
redemption, retirement, purchase or other acquisition for value, direct or
indirect, of any equity interests of the Company now or hereafter outstanding,
other than in exchange for, or out of the proceeds of, the substantially
concurrent sale (other than to a Subsidiary of the Company) of other equity
interests of the Company (other than Disqualified Stock), (iii) any voluntary
redemption, purchase, retirement, defeasance, prepayment or other acquisition
for value, direct or indirect, of any subordinated Indebtedness (excluding any
Indebtedness described in Section
7.3(A)(iii)), any note issued under any
indenture or Senior Note Indenture (excluding any Permitted Refinancing
Indebtedness of Indebtedness issued under a Senior Note Indenture) or any
Disqualified Stock, (iv) any payment of a claim for the rescission of the
purchase or sale of, or for material damages arising from the purchase or sale
of, any Indebtedness (other than the Obligations) or any equity interests of the
Company or of a claim for reimbursement, indemnification or contribution arising
out of or related to any such claim for damages or rescission and (v) any other
transaction that has a substantially similar effect as the transactions
described in the foregoing clauses
(i) through (iv). 

     “Revolving Advance” means an
Advance consisting of Revolving Loans.

     “Revolving Credit Obligations”
means the 2014 Revolving Credit Obligations or the 2017 Revolving Credit
Obligations, or, collectively, the 2014 Revolving Credit Obligations and the
2017 Revolving Credit Obligations, as the context may require.

30 







     “Revolving Loan” means a 2014 Revolving Loan or a 2017 Revolving Loan, and
“Revolving Loans” means, collectively, the 2014 Revolving Loans and the 2017
Revolving Loans. 

     “Revolving Loan Commitment” means a
2014 Revolving Loan Commitment or a 2017 Revolving Loan Commitment. 

     “Revolving Loan Lender” means a
2014 Revolving Loan Lender or a 2017 Revolving Loan Lender, and “Revolving Loan
Lenders” means, collectively, the 2014 Revolving Loan Lenders and the 2017
Revolving Loan Lenders. 

     “Revolving Loan Termination Date”
means (i) with respect to a 2014 Revolving Loan Lender, the 2014 Revolving Loan
Termination Date or (ii) with respect to a 2017 Revolving Loan Lender, the 2017
Revolving Loan Termination Date, as applicable. 

     “S&P” means Standard &
Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC
business. 

     “S&P Rating” means, at any
time, the rating issued by S&P and then in effect with respect to the
Company’s senior unsecured long-term debt securities without third-party credit
enhancement. 

     “Secured Obligations” means (i) all
Obligations and (ii) all Hedging Obligations and Treasury Obligations of the
Company or any Domestic Subsidiary Guarantor owing to any Lender or any
Affiliate of any Lender and (iii) all Foreign Obligations owing to any Lender or
any Affiliate of any Lender. 

     “Securities Act” means the
Securities Act of 1933, as amended from time to time. 

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

     “Senior Note Indenture” means each
of (a) the 1998 Senior Note Indenture, (b) the 2006 Senior Note Indenture, (c)
the 2007 Senior Note Indenture and (d) any other indenture (i) pursuant to which
the Company shall have issued senior unsecured notes or convertible notes
permitted pursuant to Section
7.3(A), (ii) with respect to which the
Company has complied with Section
7.3(K)(ii) and (iii) that contains a
restriction on the creation of Liens, or a requirement of equal and ratable
sharing of Liens, if any, that is no more restrictive than the analogous
provision of the 1998 Senior Note Indenture, 2006 Senior Note Indenture and 2007
Senior Note Indenture, and “Senior Note
Indentures” means all of the foregoing,
collectively.

     “Senior Notes” means any of the
Company’s senior unsecured notes or convertible notes issued under any Senior
Note Indenture.

     “Single Investment Grade Status”
exists at any date if, on such date, (i) the Company’s S&P Rating is BBB-
(with stable outlook) or better and the Company’s Moody’s Rating is Ba1 (with
stable outlook) or better or (ii) the Company’s Moody’s
Rating is Baa3 (with stable outlook) or better and the Company’s S&P Rating
is BB+ (with stable outlook) or better. 

31 







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


     “Special Foreign Subsidiary” means,
at any time, any Foreign Subsidiary (a) whose assumption of joint and several
liability hereunder for the Obligations of the Company would not be unlawful
under applicable law or have material adverse tax consequences under applicable
foreign law and (b) whose assumption of joint and several liability hereunder
for the Obligations of the Company would not give rise to a Deemed Dividend
Problem or a Financial Assistance Problem. 

     “Springing Lien Status” exists at
any date if, on such date, (i) the Company’s S&P Rating is BB or less
or
(ii) the Company’s Moody’s Rating is Ba2 or less. 

     “SPV” means any special purpose
entity established for the purpose of purchasing receivables in connection with
a receivables securitization transaction permitted under the terms of this
Agreement. 

     “SPV Collateral Amount” means, as
of any date of determination, with respect to ARC or any other SPV party to the
Company’s Permitted Domestic Receivables Financing, for so long as ARC or such
SPV remains designated as an “Unrestricted Subsidiary” under and as defined in
any Senior Note Indenture, the sum of, without duplication, (a) the net value of
the obligations owing from ARC or such SPV to the Company and certain of its
Domestic Subsidiaries under the subordinated notes issued in consideration for
the sale of Receivables and Related Security to ARC or such SPV (after giving
effect to any losses thereon after the satisfaction in full of all obligations
of ARC or such SPV under the Permitted Domestic Receivables Securitization,
assuming all such obligations under the Permitted Domestic Receivables
Securitization were due and payable in full on such date), plus (b) the net book value
of the equity of ARC or such SPV, in each case, to the extent such subordinated
notes and equity constitute Collateral subject to a first priority perfected
Lien of the Administrative Agent (for the benefit of the Holders of Secured
Obligations) that is not shared equally and ratably with any other creditor, and
remain in the possession of the Administrative Agent. For the avoidance of
doubt, in no event shall the SPV Collateral Amount be determined with respect to
any Restricted Collateral. 

     “Statutory Reserve Rate” means,
with respect to any Agreed Currency, a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum
reserve, liquid asset, fees or similar requirements (including any marginal,
special, emergency or supplemental reserves or other requirements) established
by any central bank, monetary authority, the Board, the Financial Services
Authority, the European Central Bank or other Governmental Authority for any
category of deposits or liabilities customarily used to fund loans in such
Agreed Currency, expressed in the case of each requirement as a decimal. Such
reserve percentages shall include those imposed pursuant to such Regulation D.
Eurocurrency Rate Loans shall be deemed to constitute eurocurrency funding and
to be subject to such reserve, liquid asset or similar requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any other applicable
law, rule or regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve,
liquid asset or similar requirement. 

32 







     “Subsidiary” of a Person means any corporation, limited liability
company, partnership, association, joint venture or other entity the accounts of
which would be consolidated with those of the parent in the parent’s
consolidated financial statements if such financial statements were prepared in
accordance with Agreement Accounting Principles as of such date, as well as any
other (i) corporation more than fifty percent (50%) of the outstanding
securities having ordinary voting power of which shall at the time be owned or
controlled, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii)
partnership, limited liability company, association, joint venture or similar
business organization more than fifty percent (50%) of the ownership interests
having ordinary voting power of which shall at the time be so owned or
controlled. Unless otherwise expressly provided, all references herein to a
“Subsidiary” means a Subsidiary of the Company and shall include, without
limitation, the Subsidiary Borrower and each Subsidiary Guarantor. 

     “Subsidiary Borrower” means
ArvinMeritor Finance Ireland, a private unlimited liability company incorporated
under the laws of Ireland, together with its permitted successors and assigns,
including a debtor-in-possession or receiver (or entity of analogous status
under applicable foreign law) on behalf of such company. 

     “Subsidiary Guarantors” means (i)
all of the Company’s Domestic Subsidiaries (excluding, subject to clause (iv) of
Section 7.2(K), SPVs) and Special Foreign Subsidiaries as of the Restatement Effective
Date, and (ii) all additional Subsidiaries of the Company which become
Subsidiary Guarantors in accordance with Section 7.2(K)(ii) or (iii) hereof, in
each case, together with their respective successors and assigns (including a
debtor-in-possession (or entity of analogous status under applicable foreign
law) on behalf of any such Subsidiary), unless and until such Subsidiary has
been released from its respective Guaranty in accordance with the terms of this
Agreement.

     “Subsidiary Guaranty” means that
certain Amended and Restated Guaranty, dated as of the Restatement Effective
Date, executed by the Domestic Subsidiary Guarantors and certain other
Subsidiary Guarantors in favor of the Administrative Agent, for the ratable
benefit of the itself and the other Holders of the Secured Obligations from time
to time, unconditionally guaranteeing all of the Secured Obligations, as the
same may be amended, restated, supplemented or otherwise modified from time to
time (including to add additional Subsidiary Guarantors). 

33 







     “Swing Line Bank” means JPMCB or any other successor Swing Line Bank pursuant
to the terms hereof. 

     “Swing Line Commitment” means the
obligation of the Swing Line Bank to make Swing Line Loans to the Company up to
a maximum principal Dollar Amount of $50,000,000 at any one time outstanding.


     “Swing Line Loan” is defined in
Section 2.2(A) hereof. 

     “Swing Line Repayment Date” is
defined in Section 2.2(D) hereof. 

     “Syndication Agent” means Citicorp
North America, Inc. in its capacity as a syndication agent for itself and the
Lenders. 

     “Synthetic Lease” means a financing
structure that qualifies as an operating lease for financial reporting purposes
under Agreement Accounting Principles, but is considered a loan for tax
purposes. 

     “Synthetic Lease Obligations” means
any liabilities under any Synthetic Lease.


     “Taxes” is defined in
Section 2.14(E)(i) hereof. 

     “Term Loan” means a 2017 Term Loan
or an Incremental Term Loan, and “Term Loans” means collectively, the 2017 Term
Loans and the Incremental Term Loans. 

     “Term Loan Commitment” means the
2017 Term Loan Commitment or any Incremental Term Loan
Commitment. 

     “Term Loan Maturity Date” means,
with respect to the 2017 Term Loans, the 2017 Term Loan Maturity Date, and (b)
with respect to any Incremental Term Loans, the earlier of (x) the maturity date
established with respect to such Incremental Term Loans or (y) the date on which
the Obligations become due and payable pursuant to Section 9.1 hereof. 

     “Termination Date” means, with
respect to any Revolving Loan Lender (including its capacity as the Swing Line
Bank or an Issuing Bank) the earlier of (a) the Revolving Loan Termination Date
applicable to such Revolving Loan Lender, and (b) the date of termination in
whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.5 or
9.1 hereof.


     “Termination Event” means (i) a
Reportable Event with respect to any Benefit Plan; (ii) the withdrawal of the
Company or any member of the Controlled Group from a Benefit Plan during a plan
year in which the Company or such Controlled Group member was a “substantial
employer” as defined in Section 4001(a)(2) of ERISA; (iii) the imposition of an
obligation on the Company or any member of the Controlled Group under Section
4041 of ERISA to provide affected parties written notice of intent to terminate
a Benefit Plan in a distress termination described in Section 4041(c) of ERISA;
(iv) the institution by the PBGC or any similar foreign governmental authority
of proceedings to terminate or appoint a Trustee to administer a Benefit Plan or
Foreign Pension Plan; (v) any event or condition which could reasonably
constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Benefit
Plan; (vi) the partial or complete withdrawal of the Company or any member of
the Controlled Group from a Multiemployer Plan or Foreign Pension Plan or (vii)
the termination or reorganization of a Multiemployer Plan.

34 







     “Transferee” is defined in Section
13.4 hereof. 

     “Transitional Letters of Credit” is
defined in Section 3.2 hereof. 

     “Treasury Agreements” means the
documents, agreements or arrangements entered into between the Company or any
Domestic Subsidiary Guarantor and one or more of the Lenders or their Affiliates
with respect to treasury management services (including without limitation
controlled disbursement, automated clearinghouse transactions, return items,
overdrafts and interstate depository network services, overdraft liabilities and
netting and pooling arrangements) and card services (including without
limitation commercial credit cards, purchasing cards and stored value cards) of
such Loan Parties, as the same may from time to time be amended, modified,
supplemented or restated. 

     “Treasury Obligations” means all
obligations and liabilities incurred by the Company or any Domestic Subsidiary
Guarantor (whether directly or as guarantor) under or in connection with
Treasury Agreements. 

     “Type” means, with respect to any
Advance, its nature as a Floating Rate Advance or a Eurocurrency Rate Advance
and with respect to any Loan, its nature as a Floating Rate Loan or a
Eurocurrency Rate Loan. 

     “Unfunded Liabilities” means the
amount (if any) by which the present value of all vested and unvested accrued
benefits under all Benefit Plans exceeds the fair market value of all such Plan
assets allocable to such benefits, all determined as of the then most recent
valuation date for such Plans using PBGC actuarial assumptions for single
employer plan terminations. 

     “Unmatured Default” means an event
which, but for the lapse of time or the giving of notice, or both, would
constitute a Default. 

     “Unsecured Basket Base Amount” is
defined in Section 7.3(A)(x) hereof. 

     “VAT” means value added tax as
provided for in the Value Added Tax Act 1994 and any other tax of a similar
nature. 

     “Venturer” has the meaning given
that term in the definition of Joint Venture above. 

     “Weighted Average Life to Maturity”
means when applied to any Indebtedness at any date, the number of years obtained
by dividing (i) the sum of the products obtained by multiplying (a) the amount
of each then remaining installment, sinking fund, serial maturity or other
required payments of principal, including payment at final maturity, in respect
thereof, by (b) the number of years (calculated to the nearest one-twelfth) that
will elapse between such date and the making of such payment, by (ii) the then
outstanding principal amount of such Indebtedness. 

35 







     “Wholly-Owned
Subsidiary” of a Person means (i) any
Subsidiary all of the outstanding voting securities of which (other than
directors’ qualifying shares and/or a nominal amount of shares required by law)
shall at the time be owned or controlled, directly or indirectly, by such Person
or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and
one or more Wholly-Owned Subsidiaries of such Person or (ii) any partnership,
limited liability company, association, joint venture or similar business
organization 100% of the ownership interests having ordinary voting power of
which (other than directors’ qualifying equity interests and/or a nominal amount
of equity interests required by law) shall at the time be so owned or
controlled. 

     The foregoing definitions shall be
equally applicable to both the singular and plural forms of the defined terms.
Any accounting terms used in this Agreement which are not specifically defined
herein shall have the meanings customarily given them in accordance with
Agreement Accounting Principles. 

     1.2.
References.
Any references to Subsidiaries of the Company set forth herein with respect to
representations and warranties which deal with historical matters shall be
deemed to include the Company and its Subsidiaries and shall not in any way be
construed as consent by the Administrative Agent or any Lender to the
establishment, maintenance or acquisition of any Subsidiary, except as may
otherwise be permitted hereunder. 

     1.3.
Company Acting on Behalf of Itself and
Subsidiary Borrower. Whether or not expressly
provided herein, each notice or certificate delivered hereunder or in connection
herewith or the other Loan Documents by or to the Company (in its capacity as a
Borrower) or an officer thereof, and each notice or consent requested by or from
the Company (in its capacity as a Borrower) or an officer thereof, shall be so
delivered or given to, by or on behalf of the Company for the benefit of itself
and the Subsidiary Borrower. In furtherance and without limitation of the
foregoing, the Company is hereby authorized and given a power of attorney by and
on behalf of the Subsidiary Borrower to perform and accept any and all such
actions on its behalf under this Agreement and the other Loan Documents.


     1.4.
Joint and Several Liability for Obligations of
the Company and for Obligations of
the Subsidiary Borrower; No Liability of
Subsidiary Borrower for Obligations of the Company. 

     (A) Joint and Several Liability for Obligations of the Subsidiary
Borrower. Notwithstanding anything to the
contrary contained herein, the Company hereby irrevocably and unconditionally
retains and accepts, not merely as a surety but also as a co-debtor, joint and
several liability with the Subsidiary Borrower with respect to the payment and
performance of all of the Obligations of or attributable to the Subsidiary
Borrower arising hereunder or under the other Loan Documents, it being the
intention of the parties hereto that all of such Obligations shall be the joint
and several obligations of the Company and the Subsidiary Borrower without
preferences or distinction among them. Each provision hereunder or in the Loan
Documents relating to the obligations or liabilities of the Subsidiary Borrower
shall be deemed to include a reference to the Company, as a joint and several
obligor for such obligations and liabilities, whether or not a specific
reference to the Company is included therein. 

36 









     (B)
No Liability of Subsidiary Borrower for
Obligations of the Company. Notwithstanding
anything to the contrary contained herein and notwithstanding that the Company
shall be liable for all of the Loans and other Obligations of the Subsidiary
Borrower hereunder, the Subsidiary Borrower shall not be liable for the Loans
made to or any other Obligations incurred solely by or on behalf of the Company;
provided,
however,
that the Subsidiary Borrower hereby irrevocably and unconditionally agrees that,
at any time that, and for so long as, it is a Special Foreign Subsidiary, it
shall be jointly and severally liable with the Company (not merely as a surety
but also as a co-debtor) with respect to the payment and performance of all of
the Obligations of or attributable to the Company arising hereunder or under the
other Loan Documents, it being the intention of the parties hereto that (i) all
of such Obligations shall at such time be the joint and several obligations of
the Company and the Subsidiary Borrower without preferences or distinction among
them and (ii) each provision hereunder or in the Loan Documents relating to the
obligations or liabilities of the Company shall at such time be deemed to
include a reference to the Subsidiary Borrower, as a joint and several obligor
for such obligations and liabilities, whether or not a specific reference to the
Subsidiary Borrower is included therein. 

    
(C) Guaranty of the Secured
Obligations. Each of the Company and, at any
time that, and for so long as, it is a Special Foreign Subsidiary, the
Subsidiary Borrower hereby unconditionally guarantees the full and punctual
payment and performance when due (whether at stated maturity, upon acceleration
or otherwise) of the Secured Obligations of each Domestic Subsidiary Guarantor
and each Foreign Subsidiary. Upon failure by any Domestic Subsidiary Guarantor
or any Foreign Subsidiary to pay punctually any such amount or perform such
obligation, each of the Company and, at any such time, the Subsidiary Borrower
agrees that it shall forthwith on demand pay such amount or perform such
obligation at the place and in the manner specified in the relevant agreement.
Each of the Company and, at any such time, the Subsidiary Borrower agrees that
this Guaranty is an absolute, irrevocable and unconditional guaranty of payment
and is not a guaranty of collection. 

ARTICLE II: LOAN FACILITIES


    
2.1. Revolving Loans and Term Loans.


    
(A) Revolving Loan
Commitment.

     (i)
2014 Revolving Loans. Upon the satisfaction of the applicable conditions precedent
set forth in Article V, from and including the Restatement Effective Date and prior
to the Termination Date applicable to the 2014 Revolving Loan Lenders, each 2014
Revolving Loan Lender severally and not jointly agrees, on the terms and
conditions set forth in this Agreement, to make revolving loans in Dollars to
the Borrowers from time to time, in an amount not to exceed such Lender’s 2014
Revolving Pro Rata Share of 2014 Revolving Credit Availability at such time
(each individually, a “2014 Revolving
Loan” and, collectively, the
“2014 Revolving Loans”); provided, however, that (i) at no time shall the
amount of the 2014 Revolving Credit Obligations exceed the Aggregate 2014
Revolving Loan Commitment and (ii) at no time shall the Facility Obligations
Amount exceed the Collateral Value Amount. Subject to the terms of this
Agreement, the Borrowers may borrow, repay and reborrow 2014 Revolving Loans at
any time prior to the Termination Date applicable to the
2014 Revolving Loan Lenders. The 2014 Revolving Loans made pursuant to this
Section 2.1
to the Company shall be, at the option of the Company, selected in accordance
with Section 2.7, either Floating Rate Advances in Dollars or Eurocurrency Rate Advances
in Dollars. The 2014 Revolving Loans made pursuant to this Section 2.1 to the
Subsidiary Borrower shall be Eurocurrency Rate Advances in Dollars. On the
Termination Date applicable to the 2014 Revolving Loan Lenders, the Borrowers
shall repay in full the outstanding principal balance of the 2014 Revolving
Loans. To the extent that there are any “Revolving Loans” (under and as defined
in the Existing Credit Agreement) outstanding on the Restatement Effective Date
immediately before giving effect to the amendment and restatement of the
Existing Credit Agreement which are held by a Lender that will become a 2014
Revolving Loan Lender, such Revolving Loans shall be re-evidenced as 2014
Revolving Loans as more specifically described in Section 3 of the Amendment and
Restatement Agreement. 

37 







     (ii) 2017 Revolving Loans. Upon
the satisfaction of the applicable conditions precedent set forth in
Article V,
from and including the Restatement Effective Date and prior to the Termination
Date applicable to the 2017 Revolving Loan Lenders, each 2017 Revolving Loan
Lender severally and not jointly agrees, on the terms and conditions set forth
in this Agreement, to make revolving loans to the Borrowers from time to time,
in any Agreed Currency, in a Dollar Amount not to exceed such Lender’s 2017
Revolving Pro Rata Share of 2017 Revolving Credit Availability at such time
(each individually, a “2017 Revolving
Loan” and, collectively, the
“2017 Revolving Loans”); provided, however, that, except as permitted under Section 2.4(B), (i) at no time shall
the Dollar Amount of the 2017 Revolving Credit Obligations exceed the Aggregate
2017 Revolving Loan Commitment, (ii) at no time shall the Dollar Amount of the
2017 Revolving Credit Obligations denominated in Agreed Currencies other than
Dollars exceed the Foreign Currency Sublimit and (iii) at no time shall the
Facility Obligations Amount exceed the Collateral Value Amount. Subject to the
terms of this Agreement, the Borrowers may borrow, repay and reborrow 2017
Revolving Loans at any time prior to the Termination Date applicable to the 2017
Revolving Loan Lenders. The 2017 Revolving Loans made pursuant to this
Section 2.1
to the Company shall be, at the option of the Company, selected in accordance
with Section 2.7, either Floating Rate Advances in Dollars or Eurocurrency Rate Advances
in any Agreed Currency. The 2017 Revolving Loans made pursuant to this
Section 2.1
to the Subsidiary Borrower shall be Eurocurrency Rate Advances in any Agreed
Currency. On the Termination Date applicable to the 2017 Revolving Loan Lenders,
the Borrowers shall repay in full the outstanding principal balance of the 2017
Revolving Loans. To the extent that there are any “Revolving Loans” (under and
as defined in the Existing Credit Agreement) outstanding on the Restatement
Effective Date immediately before giving effect to the amendment and restatement
of the Existing Credit Agreement which are held by a Lender that will become a
2017 Revolving Loan Lender, such Revolving Loans shall be re-evidenced as 2017
Revolving Loans as more specifically described in Section 3 of the Amendment and
Restatement Agreement. 

    
(B) Borrowing/Election
Notice. The Company (on behalf of itself or
the Subsidiary Borrower) shall deliver to the Administrative Agent a
Borrowing/Election Notice, signed by it, in accordance with the terms of
Section 2.7, in order to request an Advance. 

38 







     (C)
Making of Revolving Loans. Promptly after receipt of the Borrowing/Election Notice
under Section 2.7 in respect of Revolving Loans of any Class, the Administrative Agent
shall notify each Revolving Loan Lender of such Class in writing (including
electronic transmission, facsimile transmission or similar writing) of the
requested Revolving Loan. Each Revolving Loan Lender of such Class shall make
available its Revolving Loan in accordance with the terms of Section 2.6. The
Administrative Agent will promptly make the funds so received from the Revolving
Loan Lenders available to the applicable Borrower at the Administrative Agent’s
office in New York, New York or the applicable Eurocurrency Payment Office on
the applicable Borrowing Date and shall disburse such proceeds in accordance
with the disbursement instructions set forth in such Borrowing/Election Notice.
The failure of any Revolving Loan Lender to deposit the amount described above
with the Administrative Agent on the applicable Borrowing Date shall not relieve
any other Revolving Loan Lender of its obligations hereunder to make its
Revolving Loan on such Borrowing Date. 

    
(D) Term Loans.

     (i)
Upon the satisfaction of the applicable
conditions precedent set forth in Article
V, each 2017 Term Loan Lender severally and
not jointly agrees, on the terms and conditions set forth in this Agreement, to
make a term loan in Dollars to the Company on the Restatement Effective Date
(any such term loan made on the Restatement Effective Date being referred to as
a “2017 Term Loan” and all such term loans being referred to collectively as
the “2017 Term Loans”), in an amount equal to such 2017 Term Loan Lender’s 2017
Term Loan Commitment provided, that at no time shall the Facility Obligations Amount exceed
the Collateral Value Amount. Each 2017 Term Loan Lender shall make the amount of
such Lender’s 2017 Term Loan available to the Administrative Agent in New York,
New York at its address specified in Article XIV in immediately available funds, on
the Restatement Effective Date. After the Administrative Agent’s receipt of the
proceeds of such 2017 Term Loans from the 2017 Term Loan Lenders, the
Administrative Agent shall, subject to the immediately following sentence, make
the proceeds of such 2017 Term Loans available to the Company on the Restatement
Effective Date by transferring immediately available funds equal to the proceeds
of such 2017 Term Loans received by the Administrative Agent as the Company
shall instruct in writing. 

     (ii)
The 2017 Term Loans shall be repaid in (i)
nineteen (19) consecutive quarterly installments in the amounts set forth below,
payable on the last Business Day of each calendar quarter identified below,
commencing with the calendar quarter ending June 30, 2012: 


	June 30, 2012	$1,250,000.00
	September 30, 2012	$1,250,000.00
	December 31, 2012	$1,250,000.00
	March 31, 2013	$1,250,000.00
	June 30, 2013	$2,500,000.00
	September 30, 2013	$2,500,000.00
	December 31, 2013	$2,500,000.00
	March 31, 2014	$2,500,000.00




39 








	June 30, 2014	$2,500,000.00
	September 30, 2014	$2,500,000.00
	December 31, 2014	$2,500,000.00
	March 31, 2015	$2,500,000.00
	June 30, 2015	$2,500,000.00
	September 30, 2015	$2,500,000.00
	December 31, 2015	$2,500,000.00
	March 31, 2016	$2,500,000.00
	June 30, 2016	$2,500,000.00
	September 30, 2016	$2,500,000.00
	December 31, 2016	$2,500,000.00




and (ii) a
final installment equal to the remaining outstanding balance of the 2017 Term
Loan payable on the 2017 Term Loan Maturity Date, and the 2017 Term Loans shall
be permanently reduced by the amount of each installment on the date payment
thereof is made hereunder. If not sooner repaid, the 2017 Term Loans shall be
payable in full on the 2017 Term Loan Maturity Date. Payments or prepayments of
the 2017 Term Loans may not be reborrowed. 

     (iii) Upon the satisfaction of the applicable conditions precedent
set forth in Article V and Section
2.23, each Lender with an Incremental Term
Loan Commitment severally and not jointly agrees, on the terms and conditions
set forth in this Agreement, to make an Incremental Term Loan in Dollars to the
Company on the effective date of any applicable Commitment Increase pursuant to
Section 2.23 hereof, in an amount equal to such Lender’s Incremental Term Loan
Commitment; provided, that at no time shall the Facility Obligations Amount exceed
the Collateral Value Amount. Each such Lender shall make the amount of such
Lender’s Incremental Term Loan available to the Administrative Agent in New
York, New York at its address specified in Article XIV in funds immediately available, as
specified in any amendment contemplated by Section 2.23(D)(iv). After the Administrative
Agent’s receipt of the proceeds of such Incremental Term Loans from the
applicable Lenders, the Administrative Agent shall make the proceeds of such
Incremental Term Loans available to the Company on the date on which any
Incremental Term Loans are made by transferring immediately available funds
equal to the proceeds of such Incremental Term Loans received by the
Administrative Agent as the Company shall instruct in writing. Additional terms
(if any) applicable to any Incremental Term Loans shall be established in
accordance with the terms of Section
2.23 pursuant to an amendment to this
Agreement as contemplated by Section
2.23(D)(iv). 

    
2.2. Swing Line Loans. Amount of Swing Line Loans.
Upon the satisfaction of the applicable conditions precedent set forth in
Article V,
from and including the Restatement Effective Date and prior to the Termination
Date applicable to 2017 Revolving Loan Lenders and in the sole discretion of the
Swing Line Bank, the Swing Line Bank agrees, on the terms and conditions set
forth in this Agreement, to make swing line loans to the Company from time to
time, in Dollars, in an aggregate amount not to exceed the Swing Line Commitment
(each, individually, a “Swing Line
Loan” and collectively, the
“Swing Line Loans”); provided, however, that, (i) except as permitted by Section 2.4(B), at no time shall the
Dollar Amount of the 2017 Revolving Credit Obligations exceed the Aggregate 2017
Revolving Loan Commitment and (ii) at no time shall the Facility Obligations
Amount exceed the Collateral Value Amount. Subject to the terms of this
Agreement, the Company may borrow, repay and reborrow Swing Line Loans at any
time prior to the Termination Date applicable to 2017 Revolving Loan Lenders.


40 







     (B)
Borrowing/Election Notice. The Company shall deliver to the Administrative Agent and
the Swing Line Bank a Borrowing/Election Notice, signed by it, not later than
1:00 p.m. (New York time) on the Borrowing Date of each Swing Line Loan
specifying (i) the applicable Borrowing Date (which date shall be a Business
Day) and (ii) the aggregate amount of the requested Swing Line Loan, which shall
be an amount not less than $1,000,000 and increments of $1,000,000 in excess
thereof (or such other increment to which the Company and the Swing Line Bank
may agree with respect to any Swing Line Loan). 

    
(C) Making of Swing Line
Loans. Not later than 3:00 p.m. (New York
time) on the applicable Borrowing Date, the Swing Line Bank shall make available
its Swing Line Loan, in funds immediately available in New York, New York to the
Administrative Agent at its address specified pursuant to Article XIV. The
Administrative Agent will promptly make the funds so received from the Swing
Line Bank available to the Company on the Borrowing Date at the Administrative
Agent’s aforesaid address. 

    
(D) Repayment of Swing Line
Loans. Each Swing Line Loan shall be paid in
full by the Company on or before the tenth (10th) Business Day after the
Borrowing Date for such Swing Line Loan (any such payment date, the
“Swing Line Repayment
Date”). The Company may at any time pay,
without penalty or premium, all outstanding Swing Line Loans or, in a minimum
amount of $1,000,000 and increments of $1,000,000 in excess thereof (or such
other increment to which the Company and the Swing Line Bank may agree with
respect to any such payment), any portion of the outstanding Swing Line Loans,
upon notice to the Administrative Agent and the Swing Line Bank. In addition,
the Administrative Agent (i) may at any time in its sole discretion with respect
to any outstanding Swing Line Loan or (ii) shall on the applicable Swing Line
Repayment Date with respect to any outstanding Swing Line Loan require each 2017
Revolving Loan Lender (including the Swing Line Bank) to make a 2017 Revolving
Loan for the purpose of repaying such Swing Line Loan, which 2017 Revolving Loan
shall be in an amount equal to such 2017 Revolving Loan Lender’s 2017 Revolving
Pro Rata Share of such Swing Line Loan. No later than 3:00 p.m. (New York time)
on the date of any notice received pursuant to this Section 2.2(D), each such 2017
Revolving Loan Lender shall make available its required 2017 Revolving Loan or
2017 Revolving Loans, in funds immediately available to the Administrative Agent
in New York, New York at its address specified pursuant to Article XIV. 2017 Revolving
Loans made pursuant to this Section
2.2(D) shall initially be Floating Rate Loans
and thereafter may be continued as Floating Rate Loans or converted into
Eurocurrency Rate Loans in the manner provided in Section 2.9 and subject to the other
conditions and limitations therein set forth and set forth in this
Article II
and in the definition of Interest Period. Each 2017 Revolving Loan Lender’s
obligation to make 2017 Revolving Loans pursuant to this Section 2.2(D) to repay
Swing Line Loans shall be unconditional, continuing, irrevocable and absolute
and shall not be affected by any circumstances, including, without limitation,
(a) any set-off, counterclaim, recoupment, defense or other right which such
2017 Revolving Loan  Lender may have against the
Administrative Agent, the Swing Line Bank or any other Person, (b) the
occurrence or continuance of a Default or Unmatured Default, (c) any adverse
change in the condition (financial or otherwise) of the Company, or (d) any
other circumstances, happening or event whatsoever. In the event that any 2017
Revolving Loan Lender fails to make payment to the Administrative Agent of any
amount due under this Section
2.2(D), the Administrative Agent shall be
entitled to receive, retain and apply against such obligation the principal and
interest otherwise payable to such 2017 Revolving Loan Lender hereunder until
the Administrative Agent receives such payment from such 2017 Revolving Loan
Lender or such obligation is otherwise fully satisfied. In addition to the
foregoing, if for any reason any 2017 Revolving Loan Lender fails to make
available to the Administrative Agent any 2017 Revolving Loan required to be
made pursuant to this Section
2.2(D), such 2017 Revolving Loan Lender shall
be deemed, at the option of the Administrative Agent, to have unconditionally
and irrevocably purchased from the Swing Line Bank, without recourse or
warranty, an undivided interest and participation in the applicable Swing Line
Loan in the amount of such 2017 Revolving Loan, and such interest and
participation may be recovered from such 2017 Revolving Loan Lender together
with interest thereon at the Federal Funds Effective Rate for each day during
the period commencing on the date of demand and ending on the date such amount
is received. For the avoidance of doubt, no 2014 Revolving Loan Lender shall
have any obligations under this Section
2.2(D). On the Termination Date applicable to
the 2017 Revolving Loan Lenders, the Company shall repay in full the outstanding
principal balance of the Swing Line Loans. 

41 







     2.3. Rate Options for all Advances; Maximum Interest Periods. The Swing Line Loans shall be Floating Rate Advances or
shall bear interest at such other rate as may be agreed to between the Company
and the Swing Line Bank at the time of the making of any such Swing Line Loan.
The Revolving Loans and Term Loans may be Floating Rate Advances or Eurocurrency
Rate Advances, or a combination thereof, selected by the Company (on behalf of
itself or the Subsidiary Borrower) in accordance with Sections 2.7 and 2.9. The Company may
select, in accordance with Sections
2.7 and 2.9, Rate Options and Interest Periods
applicable to portions of the Revolving Loans and Term Loans; provided, that there shall
be no more than eight (8) Interest Periods in effect with respect to all of the Loans at
any time; provided, further, that (x) all Floating Rate Advances, all Swing Line Loans and all Term
Loans to the Company hereunder shall be denominated in Dollars and (y) all
Revolving Loans to the Subsidiary Borrower shall be Eurocurrency Rate Advances.


    
2.4. Optional Payments; Mandatory Prepayments. Optional
Payments. The Borrowers may from time to time
and at any time, upon notice to the Administrative Agent, repay or prepay,
without penalty or premium, all or any part of outstanding Floating Rate
Advances in an aggregate minimum amount of $5,000,000 and in integral multiples
of $1,000,000 in excess thereof. Eurocurrency Rate Advances may be voluntarily
repaid or prepaid prior to the last day of the applicable Interest Period,
subject to the indemnification provisions contained in Section 4.4, in an
aggregate minimum amount of $5,000,000 (or the Equivalent Amount if denominated
in an Agreed Currency other than Dollars) and in integral multiples of
$1,000,000 (or the Equivalent Amount if denominated in an Agreed Currency other
than Dollars) in excess thereof; provided, that no Borrower may so
prepay Eurocurrency Rate Advances unless it shall have provided at least three
(3) Business Days’ prior written notice to the Administrative Agent of such
prepayment if the Advance subject to such prepayment is denominated in Dollars
and four (4) Business Days’ prior written
notice to the Administrative Agent if the Advance subject to such prepayment is
denominated in an Agreed Currency other than Dollars. Optional payments or
prepayments of the 2017 Term Loans shall be made (subject to Section 4.4) without
penalty or premium, and shall be applied on a pro rata basis to the remaining
installments of the 2017 Term Loans. 

42 







     (B)
Mandatory Prepayments of Loans.

     (i)
If at any time and for any reason the 2014
Revolving Credit Obligations exceed the Aggregate 2014 Revolving Loan
Commitment, the Borrowers shall immediately prepay 2014 Revolving Loans in an
aggregate amount equal to such excess. 

     (ii)
If at any time and for any reason (other than
fluctuations in currency exchange rates) the 2017 Net Aggregate Revolving Credit
Exposure is greater than the Aggregate 2017 Revolving Loan Commitment, the
Borrowers shall immediately prepay 2017 Revolving Loans and Swing Line Loans
(or, to the extent such excess is greater than the aggregate outstanding
principal balance of the 2017 Revolving Loans and Swing Line Loans, pay
immediately available funds to the Administrative Agent, which funds shall be
held in the L/C Collateral Account) in an aggregate amount equal to such excess.


     (iii)
If as of any date of determination of the 2017
Net Aggregate Revolving Credit Exposure, solely as a result of fluctuations in
currency exchange rates: 

     (a)
the 2017 Net Aggregate Revolving Credit Exposure
exceeds one hundred five percent (105%) of the Aggregate 2017 Revolving Loan
Commitment, the Borrowers shall immediately prepay 2017 Revolving Loans and
Swing Line Loans (or, to the extent such excess is greater than the aggregate
outstanding principal balance of the 2017 Revolving Loans and Swing Line Loans,
pay immediately available funds to the Administrative Agent, which funds shall
be held in the L/C Collateral Account) in an aggregate amount such that after
giving effect thereto the 2017 Net Aggregate Revolving Credit Exposure is less
than or equal to the Aggregate 2017 Revolving Loan Commitment; or 

     (b)
the portion of the 2017 Net Aggregate Revolving
Credit Exposure denominated in Agreed Currencies other than Dollars exceeds one
hundred five percent (105%) of the Foreign Currency Sublimit, the Borrowers
shall immediately prepay 2017 Revolving Loans (or, to the extent such excess is
greater than the aggregate outstanding principal balance of the 2017 Revolving
Loans, pay immediately available funds to the Administrative Agent, which funds
shall be held in the L/C Collateral Account) in an aggregate amount such that
after giving effect thereto the portion of the 2017 Net Aggregate Revolving
Credit Exposure denominated in Agreed Currencies other than Dollars is less than
or equal to the Foreign Currency Sublimit. 

43 








     (iv)
The Administrative Agent shall determine the 2017
Net Aggregate Revolving Credit Exposure (x) as of the end of each Interest
Period related to any Eurocurrency Rate Advance which is a Revolving Advance and
(y) at any other time as the Administrative Agent shall determine in its
discretion. If as of the date of any determination of the 2017 Net Aggregate
Revolving Credit Exposure by the Administrative Agent pursuant to this
clause (iv)
or Section 9.1(C), (x) no Default or Unmatured Default has occurred and is
continuing, (y) the Aggregate 2017 Revolving Loan Commitment exceeds the 2017
Net Aggregate Revolving Credit Exposure and (z) the amount of funds on deposit
in the L/C Collateral Account is greater than zero, then the Administrative
Agent shall release and disburse to the Company from the L/C Collateral Account
funds in a Dollar Amount equal to the lesser of the excess described in the
foregoing clause (y) and the Dollar Amount of funds on deposit in the L/C
Collateral Account; provided, that, after giving effect to any such release and
disbursement, the portion of the 2017 Net Aggregate Revolving Credit Exposure
denominated in Agreed Currencies other than Dollars shall not exceed the Foreign
Currency Sublimit. 


     (v) If, upon any determination of the Collateral Value Amount, the Facility
Obligations Amount exceeds the Collateral Value Amount, the Borrowers shall,
within two (2) Business Days thereafter, prepay Loans and Reimbursement
Obligations ratably among each Class in an amount equal to such excess (or, to
the extent such excess payable to the 2017 Revolving Loan Lenders is greater
than the aggregate outstanding principal balance of the Loans (including Swing
Line Loans) and Reimbursement Obligations of such Class, pay immediately
available funds to the Administrative Agent in order to cash collateralize any
additional L/C Obligations, which funds shall be held in the L/C Collateral
Account).

     (vi) All of the mandatory prepayments of Loans made pursuant to this
Section 2.4(B)
shall be applied first to Floating Rate Advances and second to any Eurocurrency Rate
Advances maturing on such date and then to subsequently maturing Eurocurrency
Rate Advances in order of maturity, subject to Section 4.4 hereof. 

Nothing herein shall affect the
Borrowers’ obligations to repay all Revolving Credit Obligations or Term Loans
when due in accordance with the terms hereof. 

     2.5. Voluntary Reduction of Commitments. The Company (on behalf of itself and the Subsidiary Borrower) may
permanently reduce the Aggregate 2014 Revolving Loan Commitment and/or the
Aggregate 2017 Revolving Loan Commitment in whole, or in part ratably among the
Revolving Loan Lenders of such Class, in an aggregate minimum amount of
$5,000,000 with respect thereto and integral multiples of $2,500,000 in excess
of that amount with respect thereto (unless the Revolving Loan Commitments of a
Class are reduced in whole), upon at least three (3) Business Days’ prior
written notice to the Administrative Agent, which notice shall specify the
amount of any such reduction; provided, however, that the amount of the total
Revolving Loan Commitments of any Class may not be reduced below the Dollar
Amount of the Revolving Credit Obligations of such Class. All accrued commitment
fees in respect of such Class shall be payable on the effective date of any
termination of the obligations of any Revolving Loan Lenders of such Class to
make Revolving Loans of such Class hereunder. 

44 







     2.6. Method of Borrowing of Revolving Loans. On each Borrowing Date for each Revolving Loan of any Class,
each Revolving Loan Lender of such Class shall make available its Revolving Loan
(i) if such Loan is being made to the Company and is denominated in Dollars, not
later than 3:00 p.m. (New York time) in Federal or other funds immediately
available to the Administrative Agent, in New York, New York at its address
specified in or pursuant to Article XIV, (ii) if such Loan is denominated
in an Agreed Currency other than Dollars, not later than 3:00 p.m. (Local Time),
in such funds as may then be customary for the settlement of international
transactions in such currency in the city of and at the address of the
Administrative Agent’s Eurocurrency Payment Office for such currency and (iii)
if such Loan is being made to the Subsidiary Borrower, not later than 3:00 p.m.
(Local Time), in funds immediately available to the Administrative Agent, in
London, England, at its address specified in or pursuant to Article XIV. The
Administrative Agent will promptly make the funds so received from the Lenders
available to the applicable Borrower at the Administrative Agent’s aforesaid
applicable address. 

     2.7. Method of Selecting Classes, Types, Currency and Interest Periods for
New Advances. The Company (on behalf of
itself or the Subsidiary Borrower) shall select the Class and Type of Advance
and, in the case of each Eurocurrency Rate Advance, the Interest Period and
Agreed Currency applicable thereto, for each Revolving Advance to be made
pursuant to Section 2.1(A) and for each Term Loan Advance to be made pursuant to
Section 2.1(D). The Company shall give the Administrative Agent irrevocable notice in
substantially the form of Exhibit
B hereto (a “Borrowing/Election Notice”) not
later than 1:00 p.m. (Local Time) (a) on the proposed Borrowing Date of each
Floating Rate Advance, (b) three (3) Business Days before the Borrowing Date for
each Eurocurrency Rate Advance to be made in Dollars, and (c) four (4) Business
Days before the Borrowing Date for each Eurocurrency Rate Advance to be made in
an Agreed Currency other than Dollars, specifying: (w) the Borrowing Date (which
shall be a Business Day) of such Advance; (x) the aggregate amount of such
Advance; (y) the Class and the Type of Advance selected; and (z) in the case of
each Eurocurrency Rate Advance, the Interest Period and Agreed Currency
applicable thereto.

     2.8. Minimum Amount of Each Revolving Advance. Each Revolving Advance (other than a Revolving Advance of 2017
Revolving Loans to repay Swing Line Loans or a Reimbursement Obligation) shall
be in a minimum amount of $5,000,000 (or the Equivalent Amount if denominated in
an Agreed Currency other than Dollars) and in multiples of $1,000,000 (or the
Equivalent Amount if denominated in an Agreed Currency other than Dollars) if in
excess thereof; provided, however, that any Floating Rate Advance may be in the Dollar Amount
of the unused total Revolving Loan Commitment in respect of the applicable
Class. 

     2.9. Method of Selecting Types, Currency and Interest Periods for Conversion
and Continuation of Outstanding Advances. Right to Convert. The Company (on behalf of itself or the Subsidiary Borrower)
may elect from time to time, subject to the provisions of Section 2.3 and this
Section 2.9, to convert all or any part of an Advance of any Type into any other
Type or Types of Advance; provided, that any conversion of any
Eurocurrency Rate Advance shall be made on, and only on, the last day of the
Interest Period applicable thereto.

45 







     (B) Automatic Conversion and
Continuation. Each Floating Rate Advance
shall continue as a Floating Rate Advance unless and until such Floating Rate
Advance is converted into a Eurocurrency Rate Advance. Each Eurocurrency Rate
Advance in Dollars shall continue as a Eurocurrency Rate Advance in Dollars
until the end of the then applicable Interest Period therefor, at which time
such Eurocurrency Rate Advance shall be automatically converted into a Floating
Rate Advance unless the Company shall have given the Administrative Agent notice
in accordance with Section
2.9(D) requesting that, at the end of such
Interest Period, such Eurocurrency Rate Advance continue as a Eurocurrency Rate
Advance in Dollars. Unless a Borrowing/Election Notice shall have timely been
given in accordance with the terms of this Section 2.9, each Eurocurrency Rate
Advance in an Agreed Currency other than Dollars shall automatically continue as
a Eurocurrency Rate Advance in such Agreed Currency with an Interest Period of
one (1) month. 

     (C)
No Conversion Post-Default or Post-Unmatured
Default. Notwithstanding anything to the
contrary contained in Section
2.9(A) or 2.9(B), no Advance may be converted
into or continued as a Eurocurrency Rate Advance (except with the consent of the
Required Lenders) when any Default or Unmatured Default has occurred and is
continuing. 

     (D)
Borrowing/Election Notice. The Company (on behalf of itself or the Subsidiary Borrower)
shall give the Administrative Agent an irrevocable Borrowing/Election Notice of
each conversion of a Floating Rate Advance into a Eurocurrency Rate Advance or
continuation of a Eurocurrency Rate Advance not later than 1:00 p.m. (Local
Time) (x) three (3) Business Days prior to the date of the requested conversion
or continuation, with respect to any Advance to be converted or continued as a
Eurocurrency Rate Advance in Dollars, and (y) four (4) Business Days prior to
the date of the requested conversion or continuation with respect to any Advance
to be converted or continued as a Eurocurrency Rate Advance in an Agreed
Currency other than Dollars, specifying: (i) the requested date (which shall be
a Business Day) of such conversion or continuation; (ii) the amount and Type of
the Advance to be converted or continued; and (iii) the amount of Eurocurrency
Rate Advance(s) into which such Advance is to be converted or continued and the
Agreed Currency and Interest Period applicable thereto. 

     (E)
Limitations on Conversion. Notwithstanding anything herein to the contrary, (i) at the
election of the Company under this Section
2.9, Eurocurrency Rate Advances in an Agreed
Currency may be converted and/or continued as Eurocurrency Rate Advances only in
the same Agreed Currency and (ii) no Eurocurrency Rate Advance made to the
Subsidiary Borrower may be converted into a Floating Rate Advance. 

     2.10. Default Rate. After the occurrence and
during the continuance of a Default described in Section 8.1(B) or, at the option of
the Administrative Agent or at the direction of Required Lenders, after the
occurrence and during the continuance of any other Default, the interest rate(s)
applicable to the Obligations shall be equal to the then applicable rate
plus two
percent (2.0%) per annum, and the fee described in Section 3.8(A) shall be equal to the
then Applicable L/C Fee Percentage plus two percent (2.0%) per annum.


46 







     2.11. Method of Payment.


     (A) All payments of principal, interest, fees, commissions and
L/C Obligations hereunder shall be made, without setoff, deduction or
counterclaim (unless indicated otherwise in Section 2.14(E)), in immediately
available funds to the Administrative Agent (i) at the Administrative Agent’s
address specified pursuant to Article
XIV with respect to Advances or other
Obligations denominated in Dollars, (ii) at the applicable Eurocurrency Payment
Office with respect to any Advance or other Obligations denominated in an Agreed
Currency other than Dollars, or at any other Lending Installation of the
Administrative Agent specified in writing by the Administrative Agent to the
Company and (iii) with respect to any payment due from or on behalf of the
Subsidiary Borrower, at the Administrative Agent’s address in London, England,
specified pursuant to Article
XIV, in the case of the foregoing clauses (i)
and (ii), by 1:00 p.m. (Local Time) or, in the case of the foregoing clause
(iii), by 3:00 p.m. (Local Time), in each case, on the date when due and shall
be made ratably among the Lenders (unless such amount is not to be shared
ratably in accordance with the terms hereof). Each Advance shall be repaid or
prepaid in the Agreed Currency in which it was made in the amount borrowed and
interest payable thereon shall also be paid in such currency. Each payment
delivered to the Administrative Agent for the account of any Lender shall be
delivered promptly by the Administrative Agent to such Lender in the same type
of funds which the Administrative Agent received at its address specified
pursuant to Article XIV, at the applicable Eurocurrency Payment Office or at any
Lending Installation specified in a notice received by the Administrative Agent
from such Lender. The Company authorizes the Administrative Agent to charge the
accounts of the Company and the Subsidiary Guarantors maintained with JPMCB or
any of its Affiliates for each payment of principal, interest, fees,
commissions, L/C Obligations or any other Obligations as it becomes due
hereunder. Each reference to the Administrative Agent in this Section 2.11 shall also be
deemed to refer, and shall apply equally, to the Issuing Bank, in the case of
payments required to be made by the Company to the Issuing Bank pursuant to
Article III. 

     (B)
Notwithstanding the foregoing provisions of this Section 2.11, if, after the making of
any Advance in any Agreed Currency other than Dollars, currency control or
exchange regulations are imposed in the country which issues such Agreed
Currency, with the result that different types of such Agreed Currency (the
“New Currency”) are introduced and the type of currency in which the
Advance was made (the “Original
Currency”) no longer exists or any
Borrower is not able to make payment to the Administrative Agent for the account
of the Lenders in such Original Currency, then all payments to be made by the
Borrowers hereunder in such currency shall be made to the Administrative Agent
in such amount and such type of the New Currency or Dollars as shall be the
Equivalent Amount of such payment otherwise due hereunder in the Original
Currency, it being the intention of the parties hereto that the Borrowers take
all risks of the imposition of any such currency control or exchange
regulations. 

    
2.12. Evidence of Debt. Loan Account. Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrowers to such Lender owing to such Lender
from time to time, including the amounts of principal and interest payable and
paid to such Lender from time to time hereunder. 

     (B)
Notes Upon Request. Any Lender may request that the Loans made by it each be evidenced by a
promissory note in substantially the form of Exhibit G-I and/or Exhibit G-2, as applicable,
to evidence such Lender’s Loans. In such event, each Borrower shall prepare,
execute and deliver to such Lender such a promissory note for such Loans payable
to such Lender or its registered assigns. Thereafter, the Loans evidenced by
such promissory note and interest thereon shall at all times (prior to any
assignment pursuant to Section
13.3) be represented by one or more
promissory notes in such form, payable to the payee named therein or its
registered assigns, except to the extent that any such Lender subsequently
returns any such note for cancellation and requests that
such Loans once again be evidenced as described in clause (A) above. 

47 







     2.13. Telephonic Notices. The Company
authorizes the Lenders and the Administrative Agent to extend Advances to the
Company denominated in Dollars, effect selections of Classes and Types of
Advances denominated in Dollars and to transfer funds denominated in Dollars
based on telephonic notices made by any person or persons the Administrative
Agent or any Lender in good faith believes to be acting on behalf of the
Company. The Company (on behalf of itself or the Subsidiary Borrower) agrees to
deliver promptly to the Administrative Agent a written confirmation, signed by
an Authorized Officer, of each telephonic notice. If the written confirmation
differs in any material respect from the action taken by the Administrative
Agent and the Lenders, the records of the Administrative Agent and the Lenders
shall govern absent manifest error. In case of disagreement concerning such
notices, if the Administrative Agent has recorded telephonic borrowing notices,
such recordings will be made available to the Company upon the Company’s request
therefor. For the avoidance of doubt, it is understood and agreed that all
requests for extensions of Advances (including selections in respect thereof) to
be made in an Agreed Currency other than Dollars or made to the Subsidiary
Borrower shall be submitted in writing in accordance with Section 2.7. 

    
2.14. Promise to Pay; Interest Payment Dates; Fees; Interest and Fee
Basis; Taxes. Promise to Pay. Without limiting the
provisions of Section 1.4 hereof, each Borrower unconditionally promises to pay when
due the principal amount of each Loan incurred by it and all other Obligations
incurred by it, and to pay all unpaid interest accrued thereon, in accordance
with the terms of this Agreement and the other Loan Documents. 

    
(B) Interest Payment
Dates. Interest accrued on each Floating Rate
Loan shall be payable on each Payment Date, commencing with the first such date
to occur after the date hereof, upon any prepayment whether by acceleration or
otherwise, and at maturity (whether by acceleration or otherwise). Interest
accrued on each Eurocurrency Rate Loan shall be payable on the last day of its
applicable Interest Period, on any date on which such Eurocurrency Rate Loan is
prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued
on each Eurocurrency Rate Loan having an Interest Period longer than three
months shall also be payable on the last day of each three-month interval during
such Interest Period. Interest accrued on the principal balance of all other
Obligations shall be payable in arrears (i) on each Payment Date, commencing on
the first such Payment Date following the incurrence of such Obligations, (ii)
upon repayment thereof in full or in part and (iii) if not theretofore paid in
full, at the time such Obligations become due and payable (whether by
acceleration or otherwise). 

    
(C) Fees.

     (i)
Except as provided in Section 2.22(B), the Company shall pay
to the Administrative Agent, for the account of the 2014 Revolving Loan Lenders,
from and after the date of this Agreement until the date on which the 2014
Revolving Loan Commitments shall be terminated in whole, a commitment fee
accruing at a rate per annum equal to the then Applicable Commitment Fee
Percentage with respect to the 2014 Revolving Loan Commitments on such 2014
Revolving Loan Lender’s 2014 Revolving Pro Rata Share of the amount by which (A)
the Aggregate 2014 Revolving Loan Commitment in effect from time to time exceeds
(B) the 2014 Revolving Credit Obligations in effect from time to time. All such
commitment fees payable under this clause
(C)(i) shall be payable quarterly in arrears
on each Payment Date occurring after the date of this Agreement (with the first
such payment being calculated for the period from the Restatement Effective Date
and ending on June 29, 2012), and, in addition, on the date on which the 2014
Revolving Loan Commitments shall be terminated in whole. 

48 







     (ii)
Except as provided in Section 2.22(B), the Company shall pay
to the Administrative Agent, for the account of the 2017 Revolving Loan Lenders,
from and after the date of this Agreement until the date on which the 2017
Revolving Loan Commitments shall be terminated in whole, a commitment fee
accruing at a rate per annum equal to the then Applicable Commitment Fee
Percentage with respect to the 2017 Revolving Loan Commitments on such 2017
Revolving Loan Lender’s 2017 Revolving Pro Rata Share of the amount by which (A)
the Aggregate 2017 Revolving Loan Commitment in effect from time to time exceeds
(B) the 2017 Revolving Credit Obligations (excluding Swing Line Loans) in effect
from time to time. All such commitment fees payable under this clause (C)(ii) shall be
payable quarterly in arrears on each Payment Date occurring after the date of
the Restatement Effective Date (with the first such payment being calculated for
the period from the Restatement Effective Date and ending on June 29, 2012),
and, in addition, on the date on which the 2017 Revolving Loan Commitments shall
be terminated in whole. 

     (iii)
The Borrowers agree to pay to the Administrative
Agent, for its own account, fees payable in the amounts and at the times
separately agreed upon between the Borrowers and the Administrative Agent.


     (D)
Interest and Fee Basis; Applicable
Eurocurrency Margin, Applicable Floating Rate Margin, Applicable L/C Fee
Percentage and Applicable Commitment Fee Percentage. 

     (i)
All Obligations other than Eurocurrency Rate
Advances shall bear interest from and including the date of the making of such
Advance or Swing Line Loan, in the case of Advances and Swing Line Loans, and
the date such Obligation is due and owing in the case of such other Obligations,
to (but not including) the date of repayment thereof at the Floating Rate
changing when and as such Floating Rate changes. Changes in the rate of interest
on that portion of any Advance maintained as a Floating Rate Advance will take
effect simultaneously with each change in the Alternate Base Rate. Each
Eurocurrency Rate Advance shall bear interest from and including the first day
of the Interest Period applicable thereto to (but not including) the last day of
such Interest Period at the Eurocurrency Rate determined as applicable to such
Eurocurrency Rate Advance in accordance with the terms hereof. 

     (ii)
Interest on all Eurocurrency Rate Advances,
Floating Rate Advances and on all fees shall be calculated for actual days
elapsed on the basis of a 360-day year, except that interest calculated by
reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on the Prime Rate shall be calculated for actual days elapsed on the basis
of a 365- or, when appropriate, 366-day year. Interest shall be payable for the
day an Obligation is incurred but not for the day of any payment on the amount
paid if payment is received prior to 3:00
p.m. (Local Time) at the place of payment. If any payment of principal of or
interest on a Loan or any payment of any other Obligations shall become due on a
day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and, in the case of a principal payment, such extension
of time shall be included in computing interest, fees and commissions in
connection with such payment. 

49 







    
(iii) The Applicable Eurocurrency Margin, Applicable Floating Rate Margin,
Applicable L/C Fee Percentage and Applicable Commitment Fee Percentage shall be
determined on the basis of the then applicable rating from Moody’s and S&P,
as described in the applicable Pricing Schedule hereto. 

     (E)
Taxes.


     (i)
Any and all payments by the Borrowers hereunder
(whether in respect of principal, interest, fees or otherwise) shall be made
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, fees, assessments, charges or withholdings or any
interest, penalties or liabilities with respect thereto imposed by any
Governmental Authority including those arising after the date hereof as a result
of the adoption of or any change in any law, treaty, rule, regulation, guideline
or determination of a Governmental Authority or any change in the interpretation
or application thereof by a Governmental Authority but excluding, in the case of
each Lender and the Administrative Agent, (A) taxes imposed on or measured by
such Lender’s or the Administrative Agent’s, as the case may be, net income,
franchise taxes and branch profit taxes or similar taxes imposed by the United
States of America or any Governmental Authority of the jurisdiction under the
laws of which such Lender or the Administrative Agent, as the case may be, is
incorporated or organized, maintains its principal office or maintains a Lending
Installation, (B) Other Connection Taxes, and (C) any taxes imposed under FATCA
(all such excluded taxes, levies, imposts, deductions, fees, assessments,
charges, withholdings, and liabilities being hereinafter referred to as
“Excluded Taxes”; and all such non-excluded taxes, levies, imposts,
deductions, fees, assessments, charges, withholdings, and liabilities, imposed
on or with respect to any payment made by or on account of any obligation of any
Borrower, which the Administrative Agent or a Lender determines to be applicable
to this Agreement, the other Loan Documents, the Revolving Loan Commitments, the
Loans or the Letters of Credit being hereinafter referred to as
“Taxes”). If any Borrower shall be required by law to deduct or withhold any
Taxes from or in respect of any sum payable hereunder or under the other Loan
Documents to any Lender, any Lending Installation or the Administrative Agent,
(a) the sum payable shall be increased as may be necessary so that after making
all required deductions or withholdings (including deductions or withholdings
applicable to additional sums payable under this Section 2.14(E)) such Lender, such
Lending Installation or the Administrative Agent (as the case may be) receives
an amount equal to the sum it would have received had no such deductions or
withholdings been made, (b) the applicable Borrower shall make such deductions
or withholdings, and (c) the applicable Borrower shall pay the full amount
deducted or withheld to the relevant taxation authority or other authority in
accordance with applicable law. If any Tax, including, without limitation, any
withholding tax, of the United States of America or any other
Governmental Authority shall be or become applicable (x) after the date of this
Agreement, to such payments by the Borrowers made to the Lending Installation or
any other office that a Lender may claim as its Lending Installation, or (y)
after such Lender’s selection and designation of any other Lending Installation,
to such payments made to such other Lending Installation, such Lender shall use
reasonable efforts to make, fund and maintain its Loans through another Lending
Installation of such Lender in another jurisdiction so as to reduce the
Borrowers’ liability hereunder, if the making, funding or maintenance of such
Loans through such other Lending Installation of such Lender does not, in the
reasonable judgment of such Lender, otherwise adversely and materially affect
such Loans or the obligations under the Revolving Loan Commitments of such
Lender. 

50 







     (ii) In addition, each Borrower agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges, or similar
levies which arise from any payment made hereunder, from the issuance of Letters
of Credit hereunder, or from the execution, delivery or registration of, or
otherwise with respect to, this Agreement, the other Loan Documents, the
Revolving Loan Commitments, the Loans or the Letters of Credit (hereinafter
referred to as “Other
Taxes”). 

    
(iii) Each Borrower hereby agrees to indemnify each Lender and the
Administrative Agent for the full amount of Taxes and Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any Governmental
Authority on amounts payable under this Section 2.14(E)) paid by such Lender
or the Administrative Agent (as the case may be) and any liability (including
penalties, interest, and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted.
This indemnification shall be made within thirty (30) days after the date such
Lender or the Administrative Agent (as the case may be) makes written demand
therefor. A certificate as to any additional amount payable to any Lender or the
Administrative Agent under this Section
2.14(E) submitted to the Company and the
Administrative Agent (if a Lender is so submitting) by such Lender or the
Administrative Agent shall show in reasonable detail the amount payable and the
calculations used to determine such amount and shall, absent manifest error, be
final, conclusive and binding upon all parties hereto. 

    
(iv) With respect to any deduction or withholding for or on account of any
Taxes or Other Taxes pursuant to this Section
2.14(E), and to confirm that all Taxes or
Other Taxes required to be paid pursuant to this Section 2.14(E) have been paid to the
appropriate Governmental Authorities, the Company (on behalf of itself or the
Subsidiary Borrower) shall promptly (and in any event not later than thirty (30)
days after receipt) furnish to each Lender and the Administrative Agent the
original or a certified copy of a receipt evidencing payment thereof and such
further certificates, receipts and other documents as may reasonably be required
(in the judgment of such Lender or the Administrative Agent) to establish any
tax credit to which such Lender or the Administrative Agent may be entitled.


    
(v) Without prejudice to the survival of any other agreement of the Borrowers
hereunder, the agreements and obligations of the Borrowers contained in this
Section 2.14(E)
shall survive the payment in full of all Obligations hereunder, the termination
of the Letters of Credit and the termination of this Agreement.


51 







     (vi) Each Lender (including any Replacement Lender or Purchaser)
that is not created or organized under the laws of the United States of America
or a political subdivision thereof (each a “Non-U.S. Lender”) shall deliver to
the Company and the Administrative Agent on or before the Restatement Effective
Date, or, if later, the date on which such Lender becomes a Lender pursuant to
Section 13.3 hereof (and from time to time thereafter upon the request of the Company
or the Administrative Agent, but thereafter only for so long as such Non-U.S.
Lender is legally entitled to do so), either (A) two (2) duly completed
originals of either IRS Form W-8BEN, or IRS Form W-8ECI, or in either case, an
applicable successor form; or (B) in the case of a Non-U.S. Lender that is
claiming the benefits of the exemption for portfolio interest under Section
881(c) of the Code, (x) a certificate of a duly authorized officer of such
Non-U.S. Lender to the effect that such Non-U.S. Lender is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of
the Company within the meaning of Section 881(c)(3)(B) of the Code or a
controlled foreign corporation receiving interest from a related person within
the meaning of Section 881(c)(3)(C) of the Code (such certificate, an
“Exemption Certificate”) and (y) two (2) duly completed originals of IRS Form W-8BEN
or applicable successor form, in each case, certifying that such Lender is
exempt from United States withholding tax and is entitled to receive payments
under this Agreement without deduction for withholding of any United States
federal taxes. Each Lender (other than a Non-U.S. Lender) shall, on or before
the date on which it becomes a party to this Agreement, deliver to each of the
Company and the Administrative Agent two duly completed originals of United
States IRS Form W-9 (or any successor form) establishing that such Lender is a
U.S. person (within the meaning of Section 7701(a)(30) of the Code) and is not
subject to backup withholding. Each Lender further agrees to deliver to the
Company and the Administrative Agent from time to time a true and accurate
certificate executed in duplicate by a duly authorized officer of such Lender in
a form satisfactory to the Company and the Administrative Agent, before or
promptly upon the occurrence of any event requiring a change in the most recent
certificate previously delivered by it to the Company and the Administrative
Agent pursuant to this Section 2.14(E)(vi). Further, each Lender which delivers a form or certificate
pursuant to this Section
2.14(E)(vi) covenants and agrees to deliver
to the Company and the Administrative Agent within fifteen (15) days prior to
the expiration of such form, for so long as this Agreement is still in effect,
another such certificate and/or two (2) accurate and complete newly-signed
originals of the applicable form (or any successor form or forms required under
the Code or the applicable regulations promulgated thereunder). 

52 







     Each Lender shall promptly furnish to the
Company and the Administrative Agent such additional documents as may be
reasonably required by the Company or the Administrative Agent to establish any
exemption from or reduction of any Taxes or Other Taxes required to be deducted
or withheld and which may be obtained without undue unreimbursed expense to such
Lender. Notwithstanding any other provision of this Section 2.14(E), the Borrowers shall
not be obligated to gross up any payments to any Lender pursuant to
Section 2.14(E)(i), or to indemnify any Lender pursuant to Section 2.14(E)(iii), in respect of
withholding taxes to the extent imposed as a result of (x) the failure of such
Lender to deliver to the Company the form or forms and/or an Exemption
Certificate, as applicable to such Lender, pursuant to Section 2.14(E)(vi), (y)
such form or forms and/or Exemption Certificate or the information or
certifications made therein by the Lender being untrue or inaccurate on the date
delivered in any material respect or (z) the Lender designating a successor
Lending Installation at which it maintains its Loans which has the effect of
causing such Lender to become obligated for tax payments in excess of those in
effect immediately prior to such designation; provided, however, that the Borrowers shall be
obligated to gross up any payments to any such Lender pursuant to
Section 2.14(E)(i), and to indemnify any such Lender pursuant to Section 2.14(E)(iii), in respect of
withholding taxes if (i) any such failure to deliver a form or forms or an
Exemption Certificate or the failure of such form or forms or exemption
certificate to establish a complete exemption from withholding tax or inaccuracy
or untruth contained therein resulted from a change in any applicable statute,
treaty, regulation or other applicable law or any interpretation of any of the
foregoing occurring after the date such Lender became a party hereto, which
change rendered such Lender no longer legally entitled to deliver such form or
forms or Exemption Certificate or otherwise ineligible for a complete exemption
from withholding tax, or rendered the information or the certifications made in
such form or forms or Exemption Certificate untrue or inaccurate in any material
respect, (ii) the redesignation of the Lender’s Lending Installation was made at
the request of any Borrower or (iii) the obligation to gross up payments to any
such Lender pursuant to Section 2.14(E)(i), or to indemnify any such Lender
pursuant to Section
2.14(E)(iii), is with respect to a Purchaser
that becomes a Purchaser as a result of an assignment made at the request of any
Borrower.

     (vii) Upon the request, and at
the expense of, the Borrowers, each Lender to which any Borrower is required to
pay any additional amount pursuant to this Section 2.14(E) shall reasonably afford the
Company (on behalf of itself or the Subsidiary Borrower) the opportunity to
contest, and shall reasonably cooperate with the Company in contesting, the
imposition of any Tax giving rise to such payment; provided, that (a) such Lender shall
not be required to afford the Company the opportunity to so contest unless the
Company shall have confirmed in writing to such Lender its obligation (or the
obligation of the Subsidiary Borrower) to pay such amounts pursuant to this
Agreement; and (b) the Borrowers shall reimburse such Lender for its attorneys’
and accountants’ fees and disbursements incurred in so cooperating with the
Company in contesting the imposition of such Tax; provided, however, that notwithstanding the
foregoing, no Lender shall be required to afford the Company the opportunity to
contest, or cooperate with the Company in contesting, the imposition of any
Taxes, if such Lender in good faith determines that to do so would have an
adverse effect on it. 

     (viii) If a payment made to a Lender under any Loan Document would be
subject to U.S. federal withholding tax imposed by FATCA if such Lender were to
fail to comply with the applicable reporting requirements of FATCA (including
those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such
Lender shall deliver to the Company and the Administrative Agent at the time or
times prescribed by law and at such time or times reasonably requested by the
Company or the Administrative Agent such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
additional documentation reasonably requested by the Company or the Administrative Agent
as may be necessary for the Company and the Administrative Agent to comply with
their obligations under FATCA and to determine that such Lender has complied
with such Lender’s obligations under FATCA or to determine the amount to deduct
and withhold from such payment. Solely for purposes of this paragraph (viii),
“FATCA” shall include any amendments made to FATCA after the date of this
Agreement. 

53 







     (ix) Each Lender shall severally indemnify the Administrative Agent, within
thirty (30) days after demand therefor, for (i) any Taxes or Other Taxes
attributable to such Lender (but only to the extent that the Borrowers have not
already indemnified the Administrative Agent for such Taxes or Other Taxes and
without limiting the obligation of the Borrowers to do so), (ii) any taxes,
levies, imposts, deductions, fees, assessments, charges, or withholdings
attributable to such Lender’s failure to comply with the provisions of
Section 13.2(C) relating to the maintenance of a Participant Register and (iii) any
taxes, levies, imposts, deductions, fees, assessments, charges, or withholdings
that are excluded pursuant to Section
2.14(E) and that are attributable to such
Lender, in each case, that are payable or paid by the Administrative Agent in
connection with any Loan Document, and any reasonable expenses arising therefrom
or with respect thereto, whether or not such amounts 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 any Lender by the
Administrative Agent shall be conclusive absent manifest error. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all
amounts at any time owing to such Lender under any Loan Document or otherwise
payable by the Administrative Agent to the Lender from any other source against
any amount due to the Administrative Agent under this paragraph (ix).


    
(x) If
any party determines, in its sole discretion exercised in good faith, that it
has received a refund of any Taxes or Other Taxes as to which it has been
indemnified pursuant to this Section
2.14(E) (including by the payment of
additional amounts), it shall pay to the indemnifying party an amount equal to
such refund (but only to the extent of indemnity payments made under this
Section with respect to the taxes giving rise to such refund), net of all
out-of-pocket expenses (including taxes) of such indemnified party and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such
indemnified party, shall repay to such indemnified party the amount paid over
pursuant to this paragraph (x) (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) in the event that such
indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this paragraph (x), in no
event will the indemnified party be required to pay any amount to an
indemnifying party pursuant to this paragraph (x) the payment of which would
place the indemnified party in a less favorable net after-tax position than the
indemnified party would have been in if the indemnification payments or
additional amounts giving rise to such refund had never been paid. This
paragraph shall not be construed to require any indemnified party to make
available its tax returns (or any other information relating to its taxes that
it deems confidential) to the indemnifying party or any other Person.


54 







     (xi) All consideration expressed to be payable under a Loan
Document by any Borrower to a Lender shall be deemed to be exclusive of any VAT
or other sales tax. If VAT or other sales tax is chargeable on any supply made
by a Lender to any Borrower in connection with a Loan Document, the applicable
Borrower shall pay to such Lender (in addition to and at the same time as paying
the consideration) an amount equal to the amount of the VAT or sales tax. Where
a Loan Document requires any Borrower to reimburse a Lender for any costs or
expenses, the applicable Borrower shall also at the same time pay and indemnify
such Lender against all VAT or other sales tax incurred by such Lender in
respect of the costs or expenses to the extent that such Lender reasonably
determines that neither it nor any other member of any group of which it is a
member for VAT or sales tax purposes is entitled to credit or repayment from the
relevant tax authority in respect of the VAT or sales tax. 

    
2.15. Notification of Advances, Interest Rates, Prepayments and Aggregate
Revolving Loan Commitment Reductions. Promptly
after receipt thereof, the Administrative Agent will notify each Revolving Loan
Lender of the applicable Class of the contents of each notice to reduce the
Revolving Loan Commitments of such Class, each Borrowing/Election Notice (other
than in respect of a Swing Line Loan) for such Class and each repayment notice
for such Class received by it hereunder. The Administrative Agent will notify
each Lender of the applicable Class of the interest rate applicable to each
Floating Rate Loan and Eurocurrency Rate Loan and the Agreed Currency applicable
to each Eurocurrency Rate Loan promptly upon determination of such interest rate
and Agreed Currency and will give each Lender of the applicable Class prompt
notice of each change in the Alternate Base Rate. 

    
2.16. Lending Installations. Each Lender may
book its Loans or Letters of Credit at any Lending Installation selected by such
Lender and may change its Lending Installation from time to time. All terms of
this Agreement shall apply to any such Lending Installation. Each Lender may, by
written or facsimile notice to the Administrative Agent and the Company,
designate a Lending Installation through which Loans will be made by it and for
whose account Loan payments and/or payments of L/C Obligations are to be made.


    
2.17. Non-Receipt of Funds by the Administrative Agent. Unless a Borrower or a Lender, as the case may be, notifies
the Administrative Agent prior to the date on which it is scheduled to make
payment to the Administrative Agent of (a) in the case of a Lender, the proceeds
of a Loan or (b) in the case of a Borrower, a payment of principal, interest or
fees to the Administrative Agent for the account of the Lenders, that it does
not intend to make such payment, the Administrative Agent may assume that such
payment has been made. The Administrative Agent may, but shall not be obligated
to, make the amount of such payment available to the intended recipient in
reliance upon such assumption. If such Lender or Borrower, as the case may be,
has not in fact made such payment to the Administrative Agent, the recipient of
such payment shall, on demand by the Administrative Agent, repay to the
Administrative Agent the amount so made available together with interest thereon
in respect of each day during the period commencing on the date such amount was
so made available by the Administrative Agent until the date the Administrative
Agent recovers such amount at a rate per annum equal to (i) in the case of
payment by a Lender, 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 or (ii)
in the case of payment by a Borrower, the interest rate applicable to the
relevant Loan. 

55 







     2.18. Termination of Agreement. This
Agreement shall be effective until (A) all of the Obligations (other than
contingent indemnity obligations) shall have been fully paid and satisfied in
cash, (B) all of the Revolving Loan Commitments shall have been terminated in
accordance with the terms of this Agreement and (C) all of the Letters of Credit
shall have expired, been canceled, terminated or cash collateralized or
otherwise supported in an amount and in a manner satisfactory to the
Administrative Agent and the Issuing Bank, all of the rights and remedies under
this Agreement and the other Loan Documents shall survive. 

    
2.19. Replacement of Certain Lenders. In the
event a Lender (an “Affected
Lender”) shall have: (a) become a
Defaulting Lender, (b) requested compensation from the Borrowers under
Sections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such
Lender which are not being incurred generally by the other Lenders, (c)
delivered a notice pursuant to Section
4.3 claiming that such Lender is unable to
extend Eurocurrency Rate Loans to the Borrowers for reasons not generally
applicable to the other Lenders, (d) has invoked Section 10.2, or (e) failed or refused
to consent by the relevant time to any amendment, waiver, supplement,
restatement, discharge or termination of any provision of this Agreement when
requested by the Company and the Administrative Agent and with respect to which
(A) the consent of each affected Lender is required under Section 9.3 and (B) each
other affected Lender has so consented then, in any such case, the Company or
the Administrative Agent may make written demand on such Affected Lender (with a
copy to the Administrative Agent in the case of a demand by the Company and a
copy to the Company in the case of a demand by the Administrative Agent) for the
Affected Lender to assign, and such Affected Lender shall use commercially
reasonable efforts to assign, pursuant to one or more duly executed Assignment
Agreements within five (5) Business Days after the date of such demand, at the
cost and expense of the Company, to one or more financial institutions that
comply with the provisions of Section
13.3(A) which the Company or the
Administrative Agent, as the case may be, shall have engaged for such purpose (a
“Replacement Lender”), all or any portion of such Affected Lender’s rights and
obligations under this Agreement and the other Loan Documents (including,
without limitation, all Loans owing to it and, in the case of any Revolving Loan
Lender, its Revolving Loan Commitment, all of its participation interests in
existing Letters of Credit (if any), and its obligation to participate in
additional Letters of Credit and Swing Line Loans hereunder (if any)) in
accordance with Section 13.3. The Administrative Agent agrees, upon the occurrence of such
events with respect to an Affected Lender and upon the written request of the
Company, to use its reasonable efforts to obtain the commitments from one or
more financial institutions to act as a Replacement Lender. The Administrative
Agent is authorized to execute one or more Assignment Agreements as
attorney-in-fact for any Affected Lender failing to execute and deliver the same
within five (5) Business Days after the date of such demand. Further, with
respect to such assignment, the Affected Lender shall have concurrently
received, in cash, all amounts due and owing to the Affected Lender hereunder or
under any other Loan Document, including, without limitation, the aggregate
outstanding principal amount of the Loans owed to such Lender, together with
accrued interest thereon through the date of such assignment, amounts payable
under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable
under Section 2.14(C) in the event of any replacement of any Affected Lender
under clause (b) (c), (d) or (e) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall
cease to be a party hereto but shall continue to be entitled to the benefits of
Sections 2.14(E), 2.20, 2.21(B), 3.10, 4.1, 4.2, 4.4 and 10.7 (and each other provision of this Agreement or the other Loan Documents
whereby the Company or any of its Subsidiaries agrees to reimburse or indemnify
the Lenders), as well as to any fees accrued for its account hereunder and not
yet paid, and shall continue to be obligated under Section 11.8 for such amounts,
obligations and liabilities as are due and payable up to and including (but not
after) the date such Affected Lender is replaced pursuant hereto.


56 







     2.20. Judgment Currency. If, for the
purposes of obtaining judgment in any court, it is necessary to convert a sum
due from a Borrower or a Lender, the Swing Line Bank or the Issuing Bank
hereunder in the currency expressed to be payable herein (the “specified currency”) into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the specified currency with such other currency at the Administrative
Agent’s main office in New York, New York on the Business Day preceding that on
which the final, non-appealable judgment is given. The obligations in respect of
any sum due hereunder shall, notwithstanding any judgment in a currency other
than the specified currency, be discharged only to the extent that on the
Business Day following receipt of any sum adjudged to be so due in such other
currency by the party to whom such sum is owed, such party may in accordance
with normal, reasonable banking procedures purchase the specified currency with
such other currency. If the amount of the specified currency so purchased is
less than the sum originally due in the specified currency, each party hereto
obligated to pay any such sum shall, to the fullest extent that it may
effectively do so, as a separate obligation and notwithstanding any such
judgment, indemnify the party to whom such sum is owed against such loss, and if
the amount of the specified currency so purchased exceeds the sum originally due
in the specified currency (and in the case of any Lender, any amounts shared
with other Lenders as a result of allocations of such excess as a
disproportionate payment to such Lender under Section 12.2), the party to whom such
sum was owed shall remit such excess to the paying party. 

    
2.21. Market Disruption; Denomination of Amounts in Dollars; Dollar Equivalent
of Reimbursement Obligations. Market Disruption. Notwithstanding the satisfaction of all conditions referred
to in this Article II with respect to any Advance in any Agreed Currency other than
Dollars, if there shall occur on or prior to the date of such Advance any change
in national or international financial, political or economic conditions or
currency exchange rates or exchange controls which would in the reasonable
opinion of the Company, the Administrative Agent or the Required Lenders make it
impracticable for the Eurocurrency Rate Loans comprising such Advance to be
denominated in such Agreed Currency, then the Administrative Agent shall
forthwith give notice thereof to the Company and the Lenders, and such
Eurocurrency Rate Loans shall not be denominated in such currency but shall be
made on such Borrowing Date in Dollars, in an aggregate principal amount equal
to the Dollar Amount of the aggregate principal amount specified in the related
Borrowing/Election Notice, as Floating Rate Loans, unless the Company notifies
the Administrative Agent at least one (1) Business Day before such date that it
elects not to borrow on such date. 

57 







     (B)
Calculation of Amounts. Except as set forth below, all amounts referenced in this
Article II
shall be calculated using the Dollar Amount determined based upon the Equivalent
Amount in effect as of the date of any determination thereof; provided, however, that to the extent
the Borrowers shall be obligated hereunder to pay in Dollars any Advance
denominated in a currency other than Dollars, such amount shall be paid in
Dollars using the Dollar Amount of the Advance (calculated based upon the
Equivalent Amount in effect on the date of payment thereof). Notwithstanding
anything herein to the contrary, in connection with Obligations payable by the
Borrowers, the full risk of currency fluctuations shall be borne by the
Borrowers and each Borrower agrees to indemnify and hold harmless the Issuing
Bank, the Administrative Agent and the Lenders from and against any loss
resulting from any borrowing denominated in any Agreed Currency other than
Dollars that is not repaid to the Lenders on the date of such borrowing.


    
2.22. Certain Provisions Applicable to Defaulting Lenders.

    
(A) Notwithstanding any provision of this Agreement to the contrary, if
any Lender becomes a Defaulting Lender, then the following provisions shall
apply for so long as such Lender is a Defaulting Lender: 

     (i)
if any Swing Line Loans or L/C Obligations are
outstanding or exist at the time a 2017 Revolving Loan Lender is a Defaulting
Lender then: 

     (a)
all or any part of the 2017 Revolving Pro Rata
Share of the Swing Line Loans and L/C Obligations of such Defaulting Lender
shall be reallocated among 2017 Revolving Loan Lenders that are not Defaulting
Lenders in accordance with their respective 2017 Revolving Pro Rata Shares but
only to the extent (A) the sum of all such non-Defaulting Lenders’ 2017
Revolving Credit Obligations plus such Defaulting Lender’s Swing Line Loans and
L/C Obligations does not exceed the total of all 2017 Revolving Loan Commitments
of the 2017 Revolving Loan Lenders that are not Defaulting Lenders, (B) each
non-Defaulting Lender’s share of the 2017 Revolving Credit Obligations does not
exceed such non-Defaulting Lender’s 2017 Revolving Loan Commitment and (C) no
Default has occurred and is continuing;

     (b)
if the reallocation described in clause (a) above
cannot, or can only partially, be effected, the Borrower shall within one (1)
Business Day following notice by the Administrative Agent (x) first, prepay such
Defaulting Lender’s 2017 Revolving Pro Rata Share of such Swing Line Loans and
(y) second,
cash collateralize such Defaulting Lender’s 2017 Revolving Pro Rata Share of L/C
Obligations (after giving effect to any partial reallocation pursuant to the
immediately preceding clause (a)) in accordance with the procedures set forth in
Section 3.11 for so long as such L/C Obligations are outstanding; and 

     (ii)
so long as any 2017 Revolving Loan Lender is a
Defaulting Lender, the Swing Line Bank shall not be required to fund any Swing
Line Loan and the Issuing Bank shall not be required to issue, amend or increase
any Letter of Credit unless it is satisfied that the related exposure and such
Defaulting Lender’s then outstanding 2017 Revolving
Pro Rata Share of the L/C Obligations will be 100% covered by the 2017 Revolving
Loan Commitments of the non-Defaulting 2017 Revolving Loan Lenders and/or cash
collateral will be provided by the Company in accordance with this
Section 2.22(A),
and participating interests in any such newly made Swing Line Loan or any newly
issued or increased Letter of Credit shall be allocated among non-Defaulting
2017 Revolving Loan Lenders in a manner consistent with Section 2.22(A)(i) (and
such Defaulting Lender shall not participate therein).

58 







(B) In
addition to the foregoing, for so long as any Lender is a Defaulting Lender:


     (i) commitment fees shall cease to accrue on the unfunded portion of the
Revolving Loan Commitment of such Defaulting Lender pursuant to Section 2.14(C);

     (ii) if such Defaulting Lender is a 2017 Revolving Loan Lender and if the
Company cash collateralizes such Defaulting Lender’s 2017 Revolving Pro Rata
Share of the L/C Obligations pursuant to Section 2.22(A), the Company shall not
be required to pay the L/C Fee to such Defaulting Lender pursuant to
Section 3.8(A) during the period such Defaulting Lender’s 2017 Revolving Pro Rata Share
of the L/C Obligations are cash collateralized;

     (iii) if such Defaulting Lender is a 2017 Revolving Loan Lender and if the L/C
Obligations of the Defaulting Lenders are reallocated pursuant to clause
(A)(i)(a) above, then the fees payable to the 2017 Revolving Loan Lenders
pursuant to Section 3.8(A) and Section 2.14(C)(ii) shall be adjusted in
accordance with the respective 2017 Revolving Pro Rata Shares of the 2017
Revolving Loan Lenders that are not Defaulting Lenders; and 

     (iv) if such Defaulting Lender is a 2017 Revolving Loan Lender and if such
Defaulting Lender’s 2017 Revolving Pro Rata Share of the L/C Obligations is
neither reallocated nor cash collateralized pursuant to Section 2.22(A), then,
without prejudice to any rights or remedies of the Issuing Bank or any Lender
hereunder, all L/C Fees payable under Section
3.8(A) with respect to such Defaulting
Lender’s 2017 Revolving Pro Rata Share of the L/C Obligations shall be payable
to the Issuing Bank until such L/C Obligations are cash collateralized.


          If (i) a
Bankruptcy Event with respect to a Parent of any 2017 Revolving Loan Lender
shall occur following the date hereof and for so long as such event shall
continue or (ii) the Swing Line Lender or the Issuing Bank has a good faith
belief that any 2017 Revolving Loan Lender has defaulted in fulfilling its
obligations under one or more other agreements in which such 2017 Revolving Loan
Lender commits to extend credit, the Swing Line Lender shall not be required to
fund any Swing Line Loan and the Issuing Bank shall not be required to issue,
amend or increase any Letter of Credit, unless the Swing Line Lender or the
Issuing Bank, as the case may be, shall have entered into arrangements with the
Company or such 2017 Revolving Loan Lender, satisfactory to the Swing Line
Lender or the Issuing Bank, as the case may be, to defease any risk to it in
respect of such 2017 Revolving Loan Lender hereunder. 

59 







          In the event that the Administrative Agent, the Company, the
Swing Line Lender and the Issuing Bank each agrees that a Defaulting Lender has
adequately remedied all matters that caused such Lender to be a Defaulting
Lender, then (i) to the extent such Lender is a 2017 Revolving Loan Lender, the
respective 2017 Revolving Pro Rata Shares of the Swing Line Loans and L/C
Obligations of the 2017 Revolving Loan Lenders shall be readjusted to reflect
the inclusion of such Lender’s 2017 Revolving Loan Commitment and (ii) on such
date such Lender shall purchase at par such of the Loans of the other Lenders of
the applicable Class (other than Swing Line Loans) as the Administrative Agent
shall determine may be necessary in order for such Lender to hold such Loans in
accordance with its 2014 Revolving Pro Rata Share or 2017 Revolving Pro Rata
Share, as applicable. 

    
2.23. Incremental Facilities. 

    
(A) At any time, but not more than one (1) time in the case of raising
commitments for incremental term loans and not more than five (5) times during
the term of this Agreement in the case of an increase to the Aggregate 2017
Revolving Loan Commitment (unless, in either case, the Administrative Agent
agrees to an additional number in its sole discretion), and subject to the terms
and conditions of this Section
2.23, the Company may request (i) to raise
commitments for incremental term loans in order to accommodate an incremental
single-draw tranche of Term Loans (the “Incremental Term Loans”, and the
term loan commitments relating thereto, the “Incremental Term Loan Commitments”) and/or (ii) an increase in the Aggregate 2017 Revolving Loan
Commitment in order to accommodate additional 2017 Revolving Loans (the
“Incremental 2017 Revolving
Loans”, and the 2017 Revolving Loan
Commitments relating thereto, the “Incremental 2017 Revolving Loan Commitments”) (any such increase being referred to herein as a
“Commitment Increase”) without the consent of any Lender not providing such
Incremental Term Loan Commitments or Incremental 2017 Revolving Loan
Commitments, as the case may be; provided that, the aggregate amount of
all Incremental Term Loan Commitments and Incremental 2017 Revolving Loan
Commitments effected during the term of this Agreement shall not exceed
$100,000,000.

    
(B) Each Commitment Increase shall be in a minimum amount of $10,000,000
and integral multiples of $1,000,000. For the avoidance of doubt, an Incremental
2017 Revolving Loan Commitment shall become a “2017 Revolving Loan Commitment”
(or in the case of an Incremental 2017 Revolving Loan Commitment to be provided
by an existing 2017 Revolving Loan Lender, an increase in such Lender’s 2017
Revolving Loan Commitment) under this Agreement, in any such case, pursuant to a
“Commitment and Acceptance” substantially in the form of Exhibit I (a
“Commitment and
Acceptance”). Any request for a
Commitment Increase shall be made in a written notice (an “Increase Notice”) given
to the Administrative Agent and the Lenders by the Company not less than ten
(10) Business Days prior to the proposed effective date therefor, which Increase
Notice shall specify the type and amount of the proposed Commitment Increase and
the proposed effective date thereof. Commitment Increases may be provided by any
existing Lender or by any other bank or other financial institution (any such
other bank or other financial institution, a “Proposed New Lender”);
provided
that any Proposed New Lender shall be reasonably acceptable to the
Administrative Agent.

    
(C) The terms and provisions of the Incremental 2017 Revolving Loans and
Incremental 2017 Revolving Loan Commitments shall be identical to (and in any
event no more favorable than) the terms and provisions
of the 2017 Revolving Loans and the 2017 Revolving Loan Commitments and the
terms and provisions of the 2017 Term Loans at such time. Any tranche of
Incremental Term Loans (A) shall be available to the Company in Dollars, (B)
shall not mature earlier than the 2017 Maturity Date or any later date to which
the 2017 Maturity Date has been extended at such time (but may have amortization
prior to such date), and (C) except as set forth in the preceding
clause (B),
shall be treated substantially the same as (and in any event no more favorably
than) the 2017 Revolving Loans and the 2017 Term Loans. Without limiting the
foregoing, any Incremental 2017 Revolving Loans and/or Incremental Term Loans
shall bear interest (and, to the extent applicable, Commitment Fees) at rates
that are no more favorable than the rate then applicable to the 2017 Revolving
Loans and the 2017 Term Loans; it being understood and agreed that this
Agreement shall be amended as contemplated by Section 2.23(D)(iv) below to provide the then
existing 2017 Revolving Loan Lenders and/or 2017 Term Loan Lenders the benefit
of any more favorable rates (and, to the extent applicable, Commitment Fees)
payable to the Lenders of such Incremental 2017 Revolving Loans and/or
Incremental Term Loans. 

60 







     (D) Without
limiting the applicability of any conditions to Advances set forth in this
Agreement, the effectiveness of any Commitment Increase shall be subject to the
following conditions precedent:

     (i) Both as of the proposed effective date of the applicable Increase Notice
and as of the date of such Commitment Increase, (i) all representations and
warranties under Article VI and in the other Loan Documents shall be true and correct in
all material respects as though made on such date (unless such representation
and warranty is made as of a specific date, in which case, such representation
and warranty shall be true and correct in all material respects as of such
date), (ii) no event shall have occurred and then be continuing which
constitutes a Default or Unmatured Default and (iii) the Company shall have
furnished a certificate of a Designated Financial Officer demonstrating
pro
forma
compliance with the Priority Debt Ratio under Section 7.4(A) as of the last day of
the Company’s most recently completed fiscal quarter for which financial
statements are publicly available, which pro forma compliance shall be determined
based on the ratio of (i) Priority Debt as of the date of such Commitment
Increase (after giving effect thereto and the making of Term Loans and Revolving
Loans (if any) in connection therewith) to (ii) EBITDA for the four consecutive
fiscal quarters then ended on the last day of such fiscal quarter; 

     (ii) the Borrowers, the Administrative Agent and each Proposed New Lender or
Lender that shall have agreed to provide an “Incremental Term Loan Commitment”
or “Incremental 2017 Revolving Loan Commitment” in support of such Commitment
Increase shall have executed and delivered a Commitment and Acceptance;


     (iii) counsel for the Borrowers and the Subsidiary Guarantors shall have
provided to the Administrative Agent supplemental opinions in form and substance
reasonably satisfactory to the Administrative Agent; 

     (iv) the Borrowers, the Subsidiary Guarantors and the Proposed New Lenders
shall otherwise have executed and delivered such other instruments and documents
as the Administrative Agent shall have reasonably
requested in connection with such increase (including an amendment to this
Agreement and, as appropriate, the other Loan Documents, executed by the
Company, each Lender agreeing to provide such Commitment Increase, if any, each
Proposed New Lender, if any, and the Administrative Agent, which amendment or
amendments may, without the consent of any other Lenders, effect such amendments
to this Agreement and the other Loan Documents as may be necessary or
appropriate, in the reasonable opinion of the Administrative Agent, to effect
such increase in accordance with this Section
2.23 or to provide for the integration of the
Incremental Term Loans or Incremental 2017 Revolving Loans, as the case may be,
including, without limitation, to specify terms applicable to the Incremental
Term Loans not provided for in this Agreement or to make conforming changes to
the terms of the 2017 Revolving Loans and the 2017 Term Loans as required by
Section 2.23(C) above), and each Loan Party shall have reaffirmed the Obligations and
its respective obligations, and the Liens granted, under the Loan Documents; and


61 







(v) in the
case of an Incremental 2017 Revolving Loan Commitment, the Administrative Agent
shall have administered the assignment and reallocation of the Revolving Loans,
L/C Interests and any obligation to participate in Letters of Credit and Swing
Line Loans on the effective date of such increase ratably among the 2017
Revolving Loan Lenders (including new Lenders) after giving effect to such
increase; provided, that the Borrowers hereby agree to compensate the Revolving Loan
Lenders for all losses, expenses and liabilities incurred by any Revolving Loan
Lender in connection with the sale or assignment of any Eurocurrency Rate Loan
resulting from such reallocation on the terms and in the manner set forth in
Section 4.4.

Upon satisfaction of the conditions
precedent to any Commitment Increase, the Administrative Agent shall promptly
advise the Company and each Lender of the effective date thereof. Upon any such
effective date that is supported by a Proposed New Lender, such Proposed New
Lender shall become a party to this Agreement as a Lender and shall have the
rights and obligations of a Lender hereunder. Nothing contained herein shall
constitute, or otherwise be deemed to be, a commitment on the part of any Lender
to participate in any Commitment Increase or make additional Loans in connection
therewith. 

    
2.24. Future Extensions of Maturity.
Notwithstanding anything herein to the contrary (including, without limitation
Section 9.3), in the event of a future amendment to extend the maturity date of any
Revolving Loan Commitments or Term Loans, the Company shall be permitted to
reduce the Revolving Loan Commitments and repay the Revolving Loans and Term
Loans of those Lenders who consent to such an extension in a greater proportion
than those Lenders who do not so consent, and the Company and the Administrative
Agent shall be authorized to amend this document in a manner that the
Administrative Agent believes is necessary to reflect, or provide for the
integration of, such an extension and reduction and shall submit such an amended
document to those extending Lenders for their approvals and signatures.


62 







ARTICLE III: THE LETTER OF CREDIT
FACILITY 

     3.1. Obligation to Issue Letters of Credit.
Subject to the terms and conditions of this Agreement and in reliance upon the
representations, warranties and covenants of the Borrowers herein set forth, the
Issuing Bank hereby agrees to issue for the account of the
Borrowers through the Issuing Bank’s branches as it and the Borrowers may jointly
agree, one or more Letters of Credit denominated in any Agreed Currency in
accordance with this Article
III from time to time during the period
commencing on the Restatement Effective Date and ending on the date five (5)
Business Days immediately preceding the 2017 Revolving Loan Termination Date
(but subject to Section 3.3 below). 

    
3.2. Transitional Letters of Credit.
Schedule 3.2 contains a schedule of certain letters of credit issued for the account
of the Company prior to the Restatement Effective Date. Subject to the
satisfaction of the applicable conditions contained in Article V, from and after
the Restatement Effective Date such letters of credit shall be deemed to be
Letters of Credit issued pursuant to this Article III for all purposes hereunder
(each such Letter of Credit, a “Transitional Letter of Credit”).
For purposes of clarification, each term or provision applicable to the issuance
of a Letter of Credit (including conditions applicable thereto) shall be deemed
to include the deemed issuance of the Transitional Letters of Credit on the
Restatement Effective Date. 

    
3.3. Types and Amounts. The Issuing Bank
shall not have any obligation to, and the Issuing Bank shall not: 

    
(A) issue any Letter of Credit if on the date of issuance (or amendment),
before or after giving effect to the Letter of Credit requested hereunder, (i)
except as permitted by Section 2.4(B), the Dollar Amount of the 2017 Revolving Credit Obligations
at such time would exceed the Aggregate 2017 Revolving Loan Commitment at such
time, (ii) the Dollar Amount of the 2017 Revolving Credit Obligations
denominated in Agreed Currencies other than Dollars at such time would exceed
the Foreign Currency Sublimit, (iii) the aggregate L/C Obligations would exceed
$100,000,000 or (iv) the Facility Obligations Amount would exceed the Collateral
Value Amount; or 

    
(B) issue any Letter of Credit which has an expiration date later than
the date which is the earlier of (x) one (1) year after the date of issuance
thereof or (y) five (5) Business Days immediately preceding the 2017 Revolving
Loan Termination Date; provided, that any Letter of Credit
with a one-year term may provide for the renewal thereof for additional one-year
periods (which in no event shall extend beyond the date referred to in
clause (y)
above). 

    
3.4. Conditions. 

    
(A) In addition to being subject to the satisfaction of the applicable
conditions contained in Article
V, the obligation of the Issuing Bank to
issue any Letter of Credit is subject to the satisfaction in full of the
following conditions: 

     (i) the Company (on behalf of itself or the Subsidiary Borrower) shall have
delivered to the Issuing Bank (with a copy to the Administrative Agent) at such
times and in such manner as the Issuing Bank may reasonably prescribe, a request
for issuance of such Letter of Credit in substantially
the form of Exhibit C hereto (a “Request For Letter of Credit”), and the
Company and, if applicable, the Subsidiary Borrower shall have delivered duly
executed applications for such Letter of Credit and such other documents,
instructions and agreements as may be required pursuant to the terms thereof
(all such applications, documents, instructions, and agreements being referred
to herein as the “L/C
Documents”), and the proposed Letter of
Credit shall be reasonably satisfactory to the Issuing Bank as to form and
content; and 

63 







     (ii) as of the date of issuance no order, judgment or decree of any court,
arbitrator or Governmental Authority shall purport by its terms to enjoin or
restrain the Issuing Bank from issuing such Letter of Credit and no law, rule or
regulation applicable to the Issuing Bank and no request or directive (whether
or not having the force of law) from a Governmental Authority with jurisdiction
over the Issuing Bank shall prohibit or request that the Issuing Bank refrain
from the issuance of Letters of Credit generally or the issuance of that Letter
of Credit. 

    
(B) In the event of any conflict between the terms of this Agreement and
the terms of any application for a Letter of Credit, the terms of this Agreement
shall control. 

    
3.5. Procedure for Issuance of Letters of Credit. Subject to the terms and conditions of this Article III and provided that the
applicable conditions set forth in Article
V hereof have been satisfied, the Issuing
Bank shall, on the requested date, issue a Letter of Credit on behalf of the
applicable Borrower in accordance with the Issuing Bank’s usual and customary
business practices and, in this connection, the Issuing Bank may assume that the
applicable conditions set forth in Article
V hereof have been satisfied unless it shall
have received notice to the contrary from the Administrative Agent or a
Revolving Loan Lender or has knowledge that the applicable conditions have not
been met. 

    
(B) The Issuing Bank shall give the Administrative Agent written or
facsimile notice, or telephonic notice confirmed promptly thereafter in writing,
of the issuance of a Letter of Credit; provided, however, that the failure to provide
such notice shall not result in any liability on the part of the Issuing Bank.


    
(C) The Issuing Bank shall not extend or amend any Letter of Credit
unless the requirements of Sections
3.3, 3.4 and 3.5 are met as though a new Letter of
Credit was being requested and issued. 

    
3.6. Letter of Credit Participation. On the
date of this Agreement with respect to the Transitional Letters of Credit and
immediately upon the issuance of each other Letter of Credit hereunder, each
2017 Revolving Loan Lender shall be deemed to have automatically, irrevocably
and unconditionally purchased and received from the Issuing Bank an undivided
interest and participation in and to such Letter of Credit, the obligations of
the applicable Borrower in respect thereof and the liability of the Issuing Bank
thereunder (collectively, an “L/C
Interest”) in an amount equal to the
amount available for drawing under such Letter of Credit multiplied by such 2017
Revolving Loan Lender’s 2017 Revolving Pro Rata Share. The Issuing Bank will
notify each 2017 Revolving Loan Lender promptly upon presentation to it of an
L/C Draft or upon any other draw under a Letter of Credit. On or before the
Business Day on which the Issuing Bank makes payment of
each such L/C Draft or, in the case of any other draw on a Letter of Credit, on
demand by the Administrative Agent or the Issuing Bank, each 2017 Revolving Loan
Lender shall make payment to the Administrative Agent, for the account of the
Issuing Bank, in immediately available funds in the applicable Agreed Currency
in an amount equal to such 2017 Revolving Loan Lender’s 2017 Revolving Pro Rata
Share of the amount of such payment or draw. The obligation of each 2017
Revolving Loan Lender to reimburse the Issuing Bank under this Section 3.6 shall be
unconditional, continuing, irrevocable and absolute. In the event that any 2017
Revolving Loan Lender fails to make payment to the Administrative Agent of any
amount due under this Section
3.6, the Administrative Agent shall be
entitled to receive, retain and apply against such obligation the principal and
interest otherwise payable to such 2017 Revolving Loan Lender hereunder until
the Administrative Agent receives such payment from such 2017 Revolving Loan
Lender or such obligation is otherwise fully satisfied; provided, however, that nothing
contained in this sentence shall relieve such 2017 Revolving Loan Lender of its
obligation to reimburse the Issuing Bank for such amount in accordance with this
Section 3.6. For
the avoidance of doubt, no 2014 Revolving Loan Lender shall have any obligations
under this Section 3.6. 

64 







     3.7. Reimbursement Obligation. Each
Borrower agrees unconditionally, irrevocably and absolutely to pay immediately
to the Issuing Bank or, if applicable, the Administrative Agent, for the account
of the 2017 Revolving Loan Lenders, the amount of each advance drawn under or
pursuant to a Letter of Credit issued on behalf of such Borrower or an L/C Draft
related thereto (such obligation of such Borrower to reimburse the Issuing Bank
or the Administrative Agent for an advance made under a Letter of Credit or L/C
Draft being hereinafter referred to as a “Reimbursement Obligation” with
respect to such Letter of Credit or L/C Draft), each such reimbursement to be
made by such Borrower no later than the Business Day on which the Issuing Bank
makes payment of each such L/C Draft or, if such Borrower shall have received
notice of a Reimbursement Obligation later than 10:00 a.m. (New York time) on
any Business Day or on a day which is not a Business Day, no later than 10:00
a.m. (New York time) on the immediately following Business Day or, in the case
of any other draw on a Letter of Credit, the date specified in the demand of the
Issuing Bank. If any Borrower at any time fails to repay a Reimbursement
Obligation pursuant to this Section
3.7, such Borrower shall be deemed to have
elected to borrow 2017 Revolving Loans from the 2017 Revolving Loan Lenders, as
of the date of the advance giving rise to the Reimbursement Obligation, in an
aggregate amount equal to (and in the same Agreed Currency as) the unpaid
Reimbursement Obligation. Such 2017 Revolving Loans shall be made as of the date
of the payment giving rise to such Reimbursement Obligation, automatically,
without notice and without any requirement to satisfy the conditions precedent
otherwise applicable to the making of 2017 Revolving Loans. 2017 Revolving Loans
made pursuant to this Section
3.7, if made in Dollars, shall initially be
Floating Rate Advances and thereafter may be continued as Floating Rate Advances
or converted into Eurocurrency Rate Advances in the manner provided in
Section 2.9
and subject to the other conditions and limitations therein set forth and set
forth in Article II and in the definition of Interest Period. 2017 Revolving Loans made
pursuant to this Section 3.7, if made in an Agreed Currency other than Dollars, shall
initially be Eurocurrency Rate Advances having an Interest Period selected by
the Administrative Agent and thereafter shall be subject to Section 2.9 and the other
conditions and limitations therein set forth and set forth in Article II and in the
definition of Interest Period. If, for any reason, the Company fails to repay a
Reimbursement Obligation on the day such Reimbursement Obligation arises and,
for any reason, the 2017 Revolving Loan Lenders are unable to make or have no obligation to make 2017 Revolving Loans, then
such Reimbursement Obligation shall bear interest from and after such day, until
paid in full, at the interest rate applicable to a Floating Rate Advance
consisting of 2017 Revolving Loans plus two percent (2.0%) per annum.


65 







     3.8. Letter of Credit Fees. Except as
provided in Section 2.22(B), the Company agrees to pay: 

    
(A) quarterly on each Payment Date, in arrears, to the Administrative
Agent for the benefit of the 2017 Revolving Loan Lenders a letter of credit fee
(the “LC Fee”) at a rate per annum equal to the Applicable L/C Fee Percentage on each
2017 Revolving Loan Lender’s 2017 Revolving Pro Rata Share of the average daily
outstanding Dollar Amount available for drawing under each Letter of Credit
during the calendar quarter ending on such Payment Date; 

    
(B) to the Issuing Bank with respect to each Letter of Credit, a fronting
fee in an amount (and payable at such times) as shall be agreed upon between the
Company and the Issuing Bank with respect to such Letter of Credit; and


    
(C) to the Issuing Bank, its standard fees and commissions with respect
to the issuance, amendment, cancellation, negotiation, transfer, presentment,
renewal or extension of Letters of Credit or the processing of drawings
thereunder which are charged to its other similarly situated customers, payable
within ten (10) days after demand therefor. 

    
3.9. Issuing Bank Reporting Requirements.
In addition to the notices required by Section
3.5(B), the Issuing Bank shall provide to the
Administrative Agent, no later than the tenth (10th) Business Day following the
last day of each month, and otherwise upon the Administrative Agent’s request,
schedules, in form and substance reasonably satisfactory to the Administrative
Agent, showing the date of issue, account party, Agreed Currency and amount in
such Agreed Currency, expiration date and the reference number of each Letter of
Credit outstanding at any time during such month and the aggregate amount
payable by the Company during such month. In addition, upon the request of the
Administrative Agent, the Issuing Bank shall furnish to the Administrative Agent
copies of any Letter of Credit and any application for or reimbursement
agreement with respect to a Letter of Credit to which the Issuing Bank is party
and such other documentation as may reasonably be requested by the
Administrative Agent. Upon the request of any 2017 Revolving Loan Lender, the
Administrative Agent will provide to such Lender information concerning such
Letters of Credit. 

66 







     3.10. Indemnification; Exoneration. In
addition to amounts payable as elsewhere provided in this Article III, each Borrower
hereby agrees to protect, indemnify, pay and save harmless the Administrative
Agent, the Issuing Bank and each Lender from and against any and all liabilities
and costs which the Administrative Agent, the Issuing Bank or such Lender may
incur or be subject to as a consequence, direct or indirect, of (i) the issuance
of any Letter of Credit other than, in the case of the Issuing Bank, to the
extent resulting from its gross negligence or willful misconduct, or (ii) the
failure of the Issuing Bank to honor a drawing under a Letter of Credit as a
result of any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto Governmental Authority (all such acts or omissions
herein called “Governmental
Acts”). 

    
(B) As among the Borrowers, the Lenders, the Administrative Agent and the
Issuing Bank, the Borrowers assume all risks of the acts and omissions of, or
misuse of such Letter of Credit by, the beneficiary of any Letter of Credit. In
furtherance and not in limitation of the foregoing, subject to the provisions of
the Letter of Credit applications and Letter of Credit reimbursement agreements
executed by any Borrower at the time of request for any Letter of Credit,
neither the Administrative Agent, the Issuing Bank nor any Lender shall be
responsible (in the absence of gross negligence or willful misconduct in
connection therewith): (i) for the form, validity, sufficiency, accuracy,
genuineness or legal effect of any document submitted by any party in connection
with the application for and issuance of a Letter of Credit, even if it should
in fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged; (ii) for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason; (iii) for failure
of the beneficiary of a Letter of Credit to comply duly with conditions required
in order to draw upon such Letter of Credit; (iv) for errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex, facsimile, electronic transmission or otherwise; (v)
for errors in interpretation of technical trade terms; (vi) for any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; and (viii) for any consequences arising
from causes beyond the control of the Administrative Agent, the Issuing Bank and
the Lenders, including, without limitation, any Governmental Acts. None of the
above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights
or powers under this Section
3.10. 

    
(C) In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by the Issuing
Bank under or in connection with the Letters of Credit or any related
certificates shall not, in the absence of gross negligence or willful
misconduct, put the Issuing Bank, the Administrative Agent or any Lender under
any resulting liability to any Borrower or relieve any Borrower of any of its
obligations hereunder to any such Person. 

    
(D) Without prejudice to the survival of any other agreement of the
Borrowers hereunder, the agreements and obligations of the Borrowers contained
in this Section 3.10 shall survive the payment in full of principal and interest
hereunder, the termination of the Letters of Credit and the termination of this
Agreement. 

67 







     3.11. Collateral Account.

    
(A) Each Borrower agrees that the Company will, on behalf of itself and
the Subsidiary Borrower, upon the request of the Administrative Agent or the
Required Lenders and until the final expiration date of any Letter of Credit and
thereafter as long as any amount is payable to the Issuing Bank or the 2017
Revolving Loan Lenders in respect of any Letter of Credit, maintain one or more
special collateral accounts pursuant to arrangements satisfactory to the
Administrative Agent (all such accounts, collectively, the “L/C Collateral Account”) at the Administrative Agent’s office at the address specified pursuant
to Article XIV, in the name of the Company but under the sole dominion and control of
the Administrative Agent, for the benefit of the Holders of Secured Obligations,
and in which no Borrower shall have any interest other than as set forth in
Section 9.1. Each Borrower hereby pledges, assigns and grants to the Administrative
Agent, on behalf of and for the ratable benefit of the Holders of Secured
Obligations, a security interest in all of such Borrower’s right, title and
interest in and to all funds which may from time to time be on deposit in the
L/C Collateral Account to secure the prompt and complete payment and performance
of the Obligations. The Administrative Agent will invest any funds on deposit
from time to time in the L/C Collateral Account in certificates of deposit of
JPMCB having a maturity not exceeding 30 days. Nothing in this Section 3.11(A) shall
either obligate the Administrative Agent to require any Borrower to deposit any
funds in the L/C Collateral Account or limit the right of the Administrative
Agent to release any funds held in the L/C Collateral Account in each case other
than as required by Section
2.4(B) or 9.1 or this Section 3.11. 

    
(B) The Administrative Agent may at any time or from time to time after
any funds are deposited in the L/C Collateral Account (whether pursuant to
Section 2.4(B), 2.22(A) or 9.1 or any other provision of this Agreement or any other Loan
Document) and after the occurrence and during the continuance of a Default,
apply such funds to the payment of the Secured Obligations and any other amounts
as shall from time to time have become due and payable by the Borrowers to the
Administrative Agent, the Lenders or the Issuing Bank under the Loan Documents.


    
(C) After all of the Secured Obligations have been indefeasibly paid in
full and the Aggregate 2017 Revolving Loan Commitment has been terminated, any
funds remaining in the L/C Collateral Account shall be returned by the
Administrative Agent to the Borrowers or paid to whomever may be legally
entitled thereto at such time. 

    
3.12. Rights as a Lender. In its capacity as
a Lender, the Issuing Bank shall have the same rights and obligations as any
other Lender. 

ARTICLE IV: CHANGE IN CIRCUMSTANCES


    
4.1. Yield Protection. If any Change in
Law:

     (A)
subjects the Administrative Agent or any Lender
to any taxes, imposts, deductions, fees, assessments, charges, or withholdings
(other than (i) Taxes, (ii) items described in clauses (A) and (C) of the
definition of Excluded Taxes, (iii) Connection Income Taxes and (iv) Other
Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other
liabilities or capital attributable thereto; or 

68 







     (B) imposes or increases or deems applicable any reserve, assessment,
insurance charge, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender or any
applicable Lending Installation (other than reserves and assessments taken into
account in determining the interest rate applicable to Eurocurrency Rate Loans)
with respect to its Revolving Loan Commitment, Loans, L/C Interests or the
Letters of Credit, or 

     (C) imposes any other condition (other than taxes) the result of which is to
increase the cost to any Lender or any applicable Lending Installation of
making, funding or maintaining its Revolving Loan Commitment, the Loans, the L/C
Interests or the Letters of Credit or reduces any amount receivable by any
Lender or any applicable Lending Installation in connection with Loans or
Letters of Credit, or requires any Lender or any applicable Lending Installation
to make any payment calculated by reference to the amount of its Revolving Loan
Commitment, Loans or the L/C Interests held or interest received by it or by
reference to the Letters of Credit, by an amount deemed material by such Lender;


and the result of any of the foregoing
is to increase the cost to the Administrative Agent or that Lender of making,
renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests or
Letters of Credit, or to reduce any amount received under this Agreement, then,
within fifteen (15) days after receipt by the Company of written demand by the
Administrative Agent or such Lender, pursuant to Section 4.5, the Company shall pay the
Administrative Agent or such Lender that portion of such increased expense
incurred or reduction in an amount received which the Administrative Agent or
such Lender determines is attributable to making, funding and maintaining its
Loans, L/C Interests, Letters of Credit and its Revolving Loan
Commitment.

    
4.2. Changes in Capital Adequacy Regulations. If any Lender determines that any Change in Law regarding capital or
liquidity requirements has or would have the effect of reducing the rate of
return on such Lender’s capital or on the capital of such Lender’s holding
company, if any, as a consequence of this Agreement, its Loans, its L/C
Interests, the Letters of Credit or its obligation to make Loans hereunder, to a
level below that which such Lender or such Lender’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s
policies and the policies of such Lender’s holding company with respect to
capital adequacy and liquidity), then, within fifteen (15) days after receipt by
the Company of written demand by such Lender pursuant to Section 4.5, the
Company shall pay such Lender the amount necessary to compensate for any
shortfall in the rate of return on the portion of such increased capital or
liquidity which such Lender determines is attributable to this Agreement, its
Loans, its L/C Interests, the Letters of Credit or its obligation to make Loans
hereunder.

    
4.3. Availability of Types of Advances. If
(i) any Lender determines that maintenance of its Eurocurrency Rate Loans at a
suitable Lending Installation would violate any applicable law, rule, regulation
or directive, whether or not having the force of law or (ii) the Required Lenders determine that (x) deposits of a type, currency or
maturity appropriate to match fund Eurocurrency Rate Loans are not available or
(y) the interest rate applicable to Eurocurrency Rate Loans does not accurately
reflect the cost of making or maintaining such an Advance, then the
Administrative Agent shall suspend the availability of the affected Type of
Advance and require any Advances of the affected Type to be repaid or converted
into another Type at the end of the Interest Period for the affected Loans.


69 







     4.4. Funding Indemnification. If any
payment of principal on a Eurocurrency Rate Loan occurs on a date which is not
the last day of the applicable Interest Period, whether because of acceleration,
prepayment, or otherwise, or a Eurocurrency Rate Loan is not made or continued,
or a Floating Rate Advance is not converted into a Eurocurrency Rate Advance, in
any such case, on the date specified by any Borrower for any reason other than
default by the Lenders, or a Eurocurrency Rate Advance is not prepaid on the
date specified by the Company or any other Borrower for any reason, the Company
shall indemnify each Lender for any loss or cost incurred by it resulting
therefrom, including, without limitation, any loss or cost in liquidating or
employing deposits acquired to fund or maintain the Eurocurrency Rate Loan.


    
4.5. Lender Statements; Survival of Indemnity. If reasonably possible, each Lender shall designate an alternate
Lending Installation with respect to its Eurocurrency Rate Loans to reduce any
liability of the Borrowers to such Lender under Sections 4.1 and 4.2 or to avoid the
unavailability of a Type of Advance under Section 4.3, so long as such
designation is not materially disadvantageous, in the judgment of the Lender, to
such Lender. Any demand for compensation pursuant to Section 2.14(E) or this
Article IV
shall be in writing and shall state the amount due, if any, under
Section 2.14(E), 4.1, 4.2 or 4.4 and shall set forth in reasonable detail the calculations upon which the
Administrative Agent or the applicable Lender determined such amount and shall
be final, conclusive and binding on the Borrowers in the absence of manifest
error. Determination of amounts payable under such Sections in connection with a
Eurocurrency Rate Loan shall be calculated as though each Lender funded its
Eurocurrency Rate Loan through the purchase of a deposit of the type, currency
and maturity corresponding to the deposit used as a reference in determining the
Eurocurrency Rate applicable to such Loan, whether in fact that is the case or
not. The obligations of the Borrowers under Sections 2.14(E), 4.1, 4.2 or 4.4 shall survive payment
of the Obligations and termination of this Agreement. 

ARTICLE V: CONDITIONS PRECEDENT


    
5.1. Effectiveness. The effectiveness of
the amendment and restatement of the Existing Credit Agreement in the form of
this Agreement is subject to the satisfaction of the conditions precedent set
forth in Section 4 of the Amendment and Restatement Agreement. 

    
5.2. Each Advance and Letter of Credit. The
Lenders shall not be required to make, convert or continue any Advance or issue,
amend, renew or extend any Letter of Credit, unless on the applicable Credit
Extension Date, both before and after giving effect to such Advance, conversion,
continuation or Letter of Credit event: 

    
(A) There exists no Default or Unmatured Default; 

70 







     (B) The
representations and warranties contained in Article VI are true and correct in all
material respects as of such Credit Extension Date (unless such representation
and warranty is made as of a specific date, in which case, such representation
and warranty shall be true and correct in all material respects as of such
date). 

    
(C) (i) The Dollar Amount of the Revolving Credit Obligations does not,
and after making such proposed Advance or issuing, extending, renewing or
amending such Letter of Credit would not, exceed the Aggregate Revolving Loan
Commitment, (ii) the amount of the 2014 Revolving Credit Obligations does not,
and after making such proposed Advance would not, exceed the Aggregate 2014
Revolving Loan Commitment, (iii) the Dollar Amount of the 2017 Revolving Credit
Obligations does not, and after making such proposed Advance or issuing,
extending, renewing or amending such Letter of Credit would not, exceed the
Aggregate 2017 Revolving Loan Commitment, and (iv) the Dollar Amount of the 2017
Revolving Credit Obligations denominated in Agreed Currencies other than Dollars
does not, and after making such proposed Advance or issuing, extending, renewing
or amending such Letter of Credit would not, exceed the Foreign Currency
Sublimit. 

    
(D) The Facility Obligations Amount does not, and after making such
proposed Advance or issuing such Letter of Credit would not, exceed the
Collateral Value Amount. 

    
(E) In the case of any Advance the proceeds of which shall be used to
repay, repurchase, retire, redeem or defease any Senior Notes, the Company shall
have furnished a certificate of a Designated Financial Officer demonstrating
pro
forma
compliance with the Priority Debt Ratio under Section 7.4(A) as of the last day of
the Company’s most recently completed fiscal quarter for which financial
statements are publicly available, which pro forma compliance shall be determined
based on the ratio of (i) Priority Debt as of the date of such Advance (and
after giving effect to such Advance) to (ii) EBITDA for the four consecutive
fiscal quarters then ended on the last day of such fiscal quarter. 

Each Borrowing/Election Notice with
respect to each such Advance and the letter of credit application with respect
to each Letter of Credit shall constitute a representation and warranty by the
Company that the conditions contained in Sections 5.2(A), (B), (C), (D) and, if applicable,
(E) have
been satisfied. 

ARTICLE VI: REPRESENTATIONS AND
WARRANTIES 

          In order to
induce the Administrative Agent and the Lenders to enter into this Agreement and
to make the Loans and the other financial accommodations to the Borrowers and to
issue the Letters of Credit described herein, the Company represents and
warrants as follows with respect to itself and its Subsidiaries (and the
Subsidiary Borrower shall also be deemed to make each representation and
warranty to the extent it relates to the Subsidiary Borrower and its
Subsidiaries) to each Lender and the Administrative Agent as of the Restatement
Effective Date, giving effect to the consummation of the transactions
contemplated by the Loan Documents on the Restatement Effective Date, and
thereafter on each date as required by Section
5.2: 

    
6.1. Corporate Existence and Standing. Each
of the Company and its Subsidiaries is a corporation, partnership, limited
liability company or other organization duly incorporated or organized, validly existing and in good standing (to the extent such
concept is applicable to such entity) under the laws of its jurisdiction of
incorporation or organization and has all requisite authority to conduct its
business in each jurisdiction in which its business is conducted and where the
failure to be in good standing or authorized to conduct business would have a
Material Adverse Effect. 

71 







     6.2. Authorization, Validity and Enforceability. Each Borrower and each Subsidiary Guarantor has the corporate or other
power and authority and legal right to execute and deliver the Loan Documents to
which it is a party and to perform its obligations thereunder. The execution and
delivery by each Borrower and each Subsidiary Guarantor of the Loan Documents to
which it is a party and the performance of its obligations thereunder have been
duly authorized by proper corporate, partnership or limited liability company
proceedings (or analogous acts in the case of any Foreign Subsidiary), and the
Loan Documents to which it is a party constitute legal, valid and binding
obligations of such Person enforceable against such Person in accordance with
their terms, except as enforceability may be limited by bankruptcy, insolvency
or similar laws affecting the enforcement of creditors’ rights generally.


    
6.3. No
Conflict; Consent. Neither the execution and
delivery by the Borrowers and the Subsidiary Guarantors of the Loan Documents,
nor the consummation of the transactions therein contemplated, nor compliance
with the provisions thereof will violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Company or any of its
Subsidiaries or the Company’s or any Subsidiary’s articles of incorporation or
by-laws or comparable constitutive documents or the provisions of any indenture,
instrument or agreement to which the Company or any of its Subsidiaries is a
party or is subject, or by which it, or its Property, is bound, or conflict with
or constitute a default thereunder, or result in the creation or imposition of
any Lien (other than any Lien permitted by Section 7.3(F)) in, of or on the
Property of the Company or a Subsidiary pursuant to the terms of any such
indenture, instrument or agreement, except for any such violation, conflict or
default as would not reasonably be expected to have a Material Adverse Effect.
No order, consent, approval, license, authorization, or validation of, or
filing, recording or registration with, or exemption by, any Governmental
Authority, or any other third party, is required to authorize, or is required in
connection with the execution, delivery and performance of, or the legality,
validity, binding effect or enforceability of, any of the Loan Documents.


    
6.4. Financial Statements. The September
30, 2011 audited annual consolidated financial statements of the Company and its
Subsidiaries heretofore delivered to the Lenders were prepared in accordance
with generally accepted accounting principles in effect in the United States of
America on the date such statements were prepared and fairly present the
consolidated financial condition and operations of the Company and its
Subsidiaries at such date and the consolidated results of their operations for
the period then ended. The historical financial information regarding the
Company and its Subsidiaries heretofore delivered to the Lenders fairly presents
the consolidated financial condition of the Company and its Subsidiaries at
September 30, 2009, September 30, 2010, September 30, 2011, and December 31,
2011 in accordance with generally accepted accounting principles as in effect in
the United States of America on such dates. 

72 







     6.5. Material Adverse Change. Since
September 30, 2011, there has been no change in the business, condition
(financial or otherwise), operations, performance or Properties of the Company
and its Subsidiaries, as reflected in the audited annual consolidated financial
statements of the Company and its Subsidiaries for the fiscal year ended on such
date described in Section 6.4, which has had or could reasonably be expected to have a
Material Adverse Effect. 

    
6.6. Taxes. The Company and its
Subsidiaries have filed all United States federal tax returns and all other tax
returns which are required to be filed and have paid all taxes due by the
Company or any of its Subsidiaries, except such taxes, if any, as are being
contested in good faith and as to which adequate reserves have been provided in
accordance with Agreement Accounting Principles and such failures to file or
pay, if any, as would not reasonably be expected to have a Material Adverse
Effect. No tax liens have been filed and no claims are being asserted with
respect to any such taxes, other than as permitted by Section 7.3(F)(ii). The
charges, accruals and reserves on the books of the Company and its Subsidiaries
in respect of any taxes or other governmental charges are adequate. 

    
6.7. Litigation and Contingent Obligations.
Except as set forth on Schedule
6.7 hereto, there is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending, or, to
the knowledge of any of their officers, threatened against or affecting the
Company or any of its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect or which seeks to prevent, enjoin or delay the making of
the Loans or Advances. Other than any liability incident to such litigation,
arbitration or proceedings, the Company and its Subsidiaries have no material
Contingent Obligations not provided for or disclosed in the financial statements
referred to in Section 6.4. 

    
6.8. Subsidiaries. Schedule 6.8 hereto
contains an accurate list of all Subsidiaries of the Company existing on the
Restatement Effective Date, setting forth their respective jurisdictions of
incorporation and the percentage of their respective Capital Stock owned by the
Company or other Subsidiaries. All of the issued and outstanding shares of
Capital Stock of such Subsidiaries have been duly authorized and issued and are
fully paid and non-assessable. 

    
6.9. ERISA; Foreign Plans; Multiemployer Plans. Each Plan and each Foreign Plan complies with all applicable
requirements of law and regulations and the provisions of the Plan documents
except for a failure to comply which would not result in a material liability.
No Benefit Plan has failed to satisfy the “minimum funding standard” (as defined
in Section 412 of the Code or Section 302 of ERISA), whether or not waived.
Neither the Company nor any member of the Controlled Group has failed to make a
required minimum contribution or, if applicable, a required installment, in
either case, under Section 430(j) of the Code and of a material amount on or
before the due date for such contribution or installment. Neither the Company
nor any member of the Controlled Group has taken or failed to take any action
which would constitute or result in a Termination Event which could reasonably
be expected to subject the Company or a Controlled Group member to a material
liability. Neither the Company nor any member of the Controlled Group has
incurred any material liability to the PBGC which remains outstanding other than
for the payment of premiums. For purposes of this Section 6.9, “material” means any
amount, noncompliance or other basis for liability which, individually or in the
aggregate with each other basis for liability under this Section 6.9, could
reasonably be expected to subject the Company to liability having a Material
Adverse Effect. 

73 







     6.10. Accuracy of Information. No written
information, exhibit or report furnished by the Company or any of its
Subsidiaries to the Agents or to any Lender in connection with the negotiation
of, or compliance with, the Loan Documents, contained any material misstatement
of fact or omitted to state a material fact or any fact necessary to make the
statements contained therein not misleading in light of the circumstances in
which they were made; provided, that, with respect to the projected financial information
regarding the Company and its Subsidiaries heretofore delivered to the Lenders
in connection with the closing on the Restatement Effective Date, the Company
represents that only such information is based on estimates and assumptions
considered reasonable by the Company’s management and the best information
available to the Company’s management at the time such projected financial
information was provided, and uses information consistent with the plans of the
Company, it being understood that such financial information is subject to
significant uncertainties and contingencies, many of which are beyond the
control of the Company and no assurances can be given that the projected results
will be realized. 

    
6.11. Regulation U. Neither the Company nor
any Subsidiary is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose, whether immediate, incidental
or ultimate of, buying or carrying Margin Stock. 

    
6.12. Material Agreements. Neither the
Company nor any Subsidiary is a party to any agreement or instrument or subject
to any charter or other corporate restriction which could reasonably be expected
to have a Material Adverse Effect. Neither the Company nor any Subsidiary is in
default in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in (a) any agreement to which it is a party,
which default could reasonably be expected have a Material Adverse Effect or (b)
any agreement or instrument evidencing or governing Material Indebtedness.


    
6.13. Compliance With Laws. The Company and
its Subsidiaries have complied with all applicable statutes, rules, regulations,
orders and restrictions of any domestic or foreign government or any
instrumentality or agency thereof having jurisdiction over the conduct of their
respective businesses or the ownership of their respective Property if failure
to comply therewith could reasonably be expected to have a Material Adverse
Effect. 

    
6.14. Plan Assets; Prohibited Transactions.
None of the Borrowers is an entity deemed to hold “plan assets” within the
meaning of 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA, of an
employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to
Title I of ERISA or any plan (within the meaning of Section 4975 of the Code).
The Company and its Subsidiaries have not engaged in any prohibited transaction
within the meaning of Section 406 of ERISA or Section 4975 of the Code which
could reasonably be expected to result in liability, individually or in the
aggregate, having a Material Adverse Effect; and neither the execution of this
Agreement nor the making of Loans (assuming that the Lenders do not fund any of
the Loans with any “plan assets” as defined under ERISA) hereunder give rise to
a non-exempt prohibited transaction within the meaning of Section 406 of ERISA
or Section 4975 of the Code. 

    
6.15. Environmental Matters. In the ordinary
course of its business, the Company considers the effect of Environmental Laws
on the business of the Company and its Subsidiaries, in
the course of which it identifies and evaluates potential risks and liabilities
accruing to the Company due to Environmental Laws. On the basis of this
consideration, the Company has concluded that Environmental Laws cannot
reasonably be expected to result in liability, individually or in the aggregate,
having a Material Adverse Effect. Neither the Company nor any Subsidiary has
received any notice to the effect that its operations are not in material
compliance with any of the requirements of applicable Environmental Laws or are
the subject of any federal or state investigation evaluating whether any
remedial action is needed to respond to a release of any toxic or hazardous
waste or substance into the environment, which non-compliance or remedial action
could reasonably be expected to result in liability, individually or in the
aggregate, having a Material Adverse Effect. 

74 







     6.16. Investment Company Act. Neither the
Company nor any Subsidiary is an “investment company” or a company “controlled”
by an “investment company”, within the meaning of the Investment Company Act of
1940, as amended. 

    
6.17. ArvinMeritor Receivables Corporation.
ARC (or any other SPV party to a Permitted Domestic Receivables Securitization)
has been and continues to be designated as an “Unrestricted Subsidiary” under
and as defined in each Senior Note Indenture. 

    
6.18. Ownership of Properties. The Company
and its Subsidiaries have good title, free of all Liens other than those
permitted by Section 7.3(F), to all of the assets reflected in the Company’s
most recent consolidated financial statements provided to the Administrative
Agent as owned by the Company and the Subsidiaries, except assets sold or
otherwise transferred as permitted under Section 7.3(C). Insurance. The Company and
its Subsidiaries maintain, with financially sound and reputable insurance
companies, insurance in such amounts, subject to deductibles and self-insurance
retentions, and covering such properties and risks, as is consistent with sound
business practices. 

    
6.20. No
Default or Unmatured Default. No Default or
Unmatured Default has occurred and is continuing. 

    
6.21. Solvency. After giving effect to (a)
the Loans to be made (or, if applicable, Letters of Credit to be issued or
deemed issued) on the Restatement Effective Date or such other date as Loans
requested hereunder are made (or Letters of Credit are issued), (b) the other
transactions contemplated by this Agreement and the other Loan Documents and (c)
the payment and accrual of all transaction costs with respect to the foregoing,
the Company is, and the Company and its Subsidiaries taken as a whole are,
Solvent. 

    
6.22. Benefits. Each of the Company and its
Subsidiaries will benefit from the financing arrangement established by this
Agreement. The Administrative Agent and the Lenders have stated and acknowledge
that, but for the agreement by each of the Subsidiary Guarantors to execute and
deliver the Subsidiary Guaranty, the Subsidiary Borrower to assume joint and
several liability for the Obligations to the extent provided in Section 1.4 or any other
Subsidiary to execute and deliver any Loan Document to which it is a party, the
Administrative Agent and the Lenders would not have made available the credit
facilities established hereby on the terms set forth herein. 

75 







     6.23. Additional Representations and Warranties of the Subsidiary
Borrower. In addition to the foregoing, the
Subsidiary Borrower further represents and warrants to the Administrative Agent
and the Lenders as follows: 

    
(A) Filing. To ensure the enforceability or admissibility in evidence of this
Agreement and each other Loan Document to which the Subsidiary Borrower is a
party in its jurisdiction of organization (“Home Country”), it is not
necessary that this Agreement or any other Loan Document to which the Subsidiary
Borrower is a party or any other document be filed or recorded with any court or
other authority in its Home Country or that any stamp or similar tax be paid in
respect of this Agreement or any other Loan Document of the Subsidiary Borrower.
The qualification by any Lender or the Administrative Agent for admission to do
business under the laws of the Subsidiary Borrower’s Home Country does not
constitute a condition to, and the failure to so qualify does not affect, the
exercise by any Lender or the Administrative Agent of any right, privilege, or
remedy afforded to any Lender or the Administrative Agent in connection with the
Loan Documents to which the Subsidiary Borrower is a party or the enforcement of
any such right, privilege, or remedy against the Subsidiary Borrower. The
performance by any Lender or the Administrative Agent of any action required or
permitted under the Loan Documents will not (i) violate any law or regulation of
the Subsidiary Borrower’s Home Country or any political subdivision thereof,
(ii) result in any tax or other monetary liability to such party pursuant to the
laws of the Subsidiary Borrower’s Home Country or political subdivision or
taxing authority thereof (provided, that, should any such action
result in any such tax or other monetary liability to the Lender or the
Administrative Agent, the Subsidiary Borrower hereby agrees to indemnify such
Lender or the Administrative Agent, as the case may be, against (x) any such tax
or other monetary liability and (y) any increase in any tax or other monetary
liability which results from such action by such Lender or the Administrative
Agent and, to the extent the Subsidiary Borrower makes such indemnification, the
incurrence of such liability by the Administrative Agent or any Lender will not
constitute a Default) or (iii) violate any rule or regulation of any federation
or organization or similar entity of which the Subsidiary Borrower’s Home
Country is a member. 

    
(B) No Immunity. Neither the Subsidiary Borrower nor any of its assets is
entitled to immunity from suit, execution, attachment or other legal process.
The Subsidiary Borrower’s execution and delivery of the Loan Documents to which
it is a party constitute, and the exercise of its rights and performance of and
compliance with its obligations under such Loan Documents will constitute,
private and commercial acts done and performed for private and commercial
purposes. 

76 







ARTICLE VII: COVENANTS


     The Company
covenants and agrees on behalf of itself and its Subsidiaries (and the
Subsidiary Borrower shall also be deemed to so covenant and agree to the extent
such covenant relates to the Subsidiary Borrower and its Subsidiaries) that so
long as any Revolving Loan Commitments are outstanding and thereafter until
payment in full of all of the Obligations (other than contingent indemnity
obligations) and termination of all Letters of Credit, unless the Required
Lenders shall otherwise give prior written consent: 

    
7.1. Reporting. The Company will maintain,
for itself and each Subsidiary, a system of accounting enabling it to provide,
and will furnish to the Lenders: 

    
(A) Annual Reports. Within ninety (90) days after the close of each of the
Company’s fiscal years (or such earlier date on which such statements are
required to be field with the Commission), annual audited consolidated financial
statements for the Company and its Subsidiaries, including a consolidated
balance sheet as of the end of such period, related statement of consolidated
income, statement of consolidated shareowners’ equity, and statement of cash
flows, all prepared in accordance with Agreement Accounting Principles,
accompanied by an unqualified audit report of independent auditors acceptable to
the Lenders; 

    
(B) Quarterly Reports. Within forty-five (45) days after the close of the first
three quarterly periods of each of the Company’s fiscal years (or such earlier
date on which such statements are required to be filed with the Commission),
unaudited consolidated financial statements for the Company and its
Subsidiaries, including a consolidated balance sheet as of the end of such
period, related statement of consolidated income and statement of cash flows,
all prepared in accordance with Agreement Accounting Principles, for the period
from the beginning of such fiscal year to the end of such quarter; 

    
(C) Compliance Certificate; Collateral
Value Certificate. Together with the
financial statements required under Sections
7.1(A) and (B): 

     (i)
commencing with the financial statements
delivered for the quarter ending March 31, 2012, a certificate signed by a
Designated Financial Officer in the form of Exhibit F hereto, setting forth
reasonably detailed calculations (which calculations shall be made in accordance
with Agreement Accounting Principles) showing compliance with Sections 7.2(K),
7.2(L),
7.3 and
7.4
(including, without limitation, a schedule (in level of detail substantially
similar to the detail contained in comparable schedules delivered to the
Administrative Agent prior to the Restatement Effective Date) setting forth the
Subsidiaries of the Company as of the end of the applicable period, and stating
that no Default or Unmatured Default exists or existed during the applicable
period, or if any Default or Unmatured Default exists or existed, stating the
nature and status thereof; and 

     (ii)
commencing with the financial statements
delivered for the quarter ending on or about March 31, 2012, a Collateral Value
Certificate. 

    
(D) Together with the financial statements required under Sections 7.1(A), a certificate of the accounting firm that reported on such financial
statements stating whether they obtained knowledge during the course of their
examination of such financial statements of any Default arising from noncompliance with Section
7.4 (which certificate may be limited to the
extent required by accounting rules or guidelines); 

77 







     (E)
ERISA Information. If requested by the Administrative Agent, within 180 days after the
close of each fiscal year, (i) a statement of the Unfunded Liabilities of each
Benefit Plan, certified as correct by an actuary enrolled under ERISA, and (ii)
such other financial information regarding the Company’s Plans as the
Administrative Agent may reasonably request, certified as prepared in accordance
with generally accepted actuarial principles and practices by an actuary
enrolled under ERISA, as well as financial information regarding any Foreign
Plans, certified as prepared in accordance with locally accepted actuarial
principles and practices by a locally qualified actuary; 

    
(F) Termination Event. As soon as possible and in any event within ten days after
the Company knows that any Termination Event has occurred, a statement, signed
by an Authorized Officer of the Company, describing such Termination Event and
the action which the Company proposes to take with respect thereto; 

    
(G) Environmental. As soon as possible and in any event within 15 days after
receipt by the Company, a copy of (i) any notice or claim to the effect that the
Company or any of its Subsidiaries is or may be liable to any Person as a result
of the release by the Company, any of its Subsidiaries, or any other Person of
any toxic or hazardous waste or substance into the environment and (ii) any
notice alleging any violation of any Environmental Law by the Company or any of
its Subsidiaries, which, in either case, could reasonably be expected to have a
Material Adverse Effect. 

    
(H) Shareholder
Information. Promptly upon the furnishing
thereof to the shareholders of the Company, copies of all financial statements,
reports and proxy statements so furnished; 

    
(I) Public Filings. Promptly upon the filing thereof, copies of all registration
statements, current reports and annual, quarterly, or other regular reports
which the Company files with the Commission, including, without limitation, all
reports on Form 10-K, 10-Q and 8-K and all certifications and other filings
required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, as
amended, and all rules and regulations related thereto; and 

    
(J) Other Information. Such other information (including non-financial information)
as the Administrative Agent or any Lender may from time to time reasonably
request. 

Notwithstanding anything to the
contrary, the Company shall be deemed to have complied with the delivery
requirements under clauses (A), (B), (H) and (I) of this Section
7.1 by providing notification (which may be
in electronic format) to the Lenders that the required documents are publicly
available through the Company’s web site or other publicly available electronic
medium and providing the hyperlink or appropriate other locational information
for obtaining such information. 

    
7.2. Affirmative Covenants. 

    
(A) Use of Proceeds. The Company will, and will cause each Subsidiary to, use the
proceeds of the Advances for the Company’s general corporate purposes, including
to finance the Borrowers’ and their Subsidiaries’
working capital needs and for commercial paper backstop, and for Permitted
Acquisitions; provided that: 

78 







     (i) the Borrowers shall use the proceeds of the Advances in
compliance with all applicable legal and regulatory requirements and any such
use shall not result in a violation of any such requirements, including, without
limitation, Regulations U and X, the Securities Act and the Securities Exchange
Act, and the regulations promulgated thereunder; and 

     (ii) no portion of the proceeds of any
Advance shall be used, directly or indirectly, to provide funds for any Hostile
Acquisition. 

    
(B) Notice of Default. The Company will, and will cause each Subsidiary to,
promptly give notice (but in no event later than two (2) Business Days after an
Authorized Officer becomes aware of such occurrence) in writing to the
Administrative Agent and the Lenders of (i) the occurrence of any Default or
Unmatured Default, (ii) the delivery by any Person of any written notice to the
Company or any Subsidiary of, or the taking of any other action by any Person
with respect to, a claimed default or event or condition of the type referred to
in Section 8.1(E) and
(iii) the occurrence of any other development, financial or otherwise
(including, without limitation, any litigation), that could reasonably be
expected to have a Material Adverse Effect. 

    
(C) Corporate Existence. The Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and the corporate existence of the Subsidiary Borrower and each other Subsidiary
in accordance with the respective organizational documents of each such Person
and the rights (charter and statutory) and material franchises of the Company,
the Subsidiary Borrower and each other Subsidiary; provided, that (except as otherwise
provided herein) the Company shall not be required to preserve any such right or
franchise, or the existence of any Subsidiary (except for the Subsidiary
Borrower), if the discontinuance thereof could not reasonably be expected to
have a Material Adverse Effect.

    
(D) Taxes. The Company will, and will cause each Subsidiary to, pay when due all
taxes, assessments and governmental charges and levies upon it or its income,
profits or property, except (i) those which are being contested in good faith by
appropriate proceedings and with respect to which adequate reserves have been
set aside in accordance with Agreement Accounting Principles and (ii) those as
to which failure to pay when due could not reasonably be expected to have a
Material Adverse Effect. 

    
(E) Insurance. The Company will, and will cause each Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts, subject to such deductibles and
self-insurance retentions, and covering such properties and risks as is
consistent with sound business practice, and the Company will furnish to any
Lender upon reasonable request full information as to the insurance carried. The
Company shall deliver to the Administrative Agent endorsements (y) to all “All
Risk” physical damage insurance policies on all of the Loan Parties’ tangible
real and personal property and assets and business interruption insurance
policies naming the Administrative Agent loss payee, and (z) to all general
liability and other liability policies naming the Administrative Agent an
additional insured. In the event the Company or any of
its Subsidiaries at any time or times hereafter shall fail to obtain or maintain
any of the policies or insurance required herein or to pay any premium in whole
or in part relating thereto, then the Administrative Agent, without waiving or
releasing any obligations or resulting Default hereunder, may at any time or
times thereafter (but shall be under no obligation to do so) obtain and maintain
such policies of insurance and pay such premiums and take any other action with
respect thereto which the Administrative Agent deems advisable. All sums so
disbursed by the Administrative Agent shall constitute part of the Obligations,
payable as provided in this Agreement. 

79 







     (F)
Compliance with Laws. The Company will, and will cause each Subsidiary to, comply
with all laws, rules, regulations, orders, writs, judgments, injunctions,
decrees or awards to which it may be subject except those with which the failure
to comply would not reasonably be expected to have a Material Adverse Effect.


    
(G) ERISA Compliance. The Company will, and will cause each Subsidiary to,
maintain and operate (i) all Plans to comply with the applicable provisions of
the Code, ERISA, all other applicable laws, and the regulations and
interpretations thereunder and the respective requirements of the governing
documents for such Plans and (ii) all Foreign Plans to comply with all laws,
regulations and rules applicable thereto and the respective requirements of the
governing documents, unless the failure to maintain, operate and comply with the
foregoing, as applicable, could not reasonably be expected to subject the
Company or its Subsidiaries to liability, individually or in the aggregate,
having a Material Adverse Effect. 

    
(H) Environmental
Compliance. The Company will, and will cause
each Subsidiary to, comply with all Environmental Laws, except where
noncompliance could not reasonably be expected to subject the Company or any of
its Subsidiaries to liability, individually or in the aggregate, having a
Material Adverse Effect. The Company will, and will cause each Subsidiary to,
upon the Administrative Agent’s written reasonable request, (i) cause the
performance of such environmental audits and testing, and preparation of such
environmental reports, at the Company’s expense, as the Administrative Agent may
from time to time reasonably request with respect to any parcel of real Property
subject to a Mortgage, which shall be conducted by Persons reasonably acceptable
to the Administrative Agent and shall be in form and substance reasonably
acceptable to the Administrative Agent, and (ii) permit the Administrative Agent
or its representatives to have access to all such real Property for the purpose
of conducting, at the Company’s expense, such environmental audits and testing
as the Administrative Agent shall reasonably deem appropriate; provided, that if a Phase I
or other environmental report with respect to any such parcel of real Property
has been completed to the reasonable satisfaction of the Administrative Agent,
then no other environmental audits, testing or reports shall be required for
such parcel of real Property during the term of this Agreement. 

    
(I) Maintenance of
Properties. The Company will, and will cause
each Subsidiary to, do all things reasonably necessary to maintain, preserve,
protect and keep its material Property in good repair, working order and
condition in all material respects (ordinary wear and tear excepted), and make
all necessary and proper repairs, renewals and replacements material to its
business so that its business carried on in connection therewith may be properly
conducted at all times. 

80 









     (J)
Books and Records; Inspection. The Company will, and will cause each of its Subsidiaries
to, keep proper books of record and account in which full, true and correct
entries are made of all materials dealings and transactions in relation to its
business and activities. The Company will, and will cause each Subsidiary to,
permit the Administrative Agent and any or each Lender, by their respective
representatives and agents, to inspect any of the Property, corporate books and
financial records of the Company and each Subsidiary, to examine and make copies
of the books of accounts and other financial records of the Company and each
Subsidiary, including environmental assessment reports and Phase I or Phase II
studies, and to discuss the affairs, finances and accounts of the Company and
each Subsidiary with, and to be advised as to the same by, their respective
officers at such reasonable times and intervals as the Administrative Agent or
such Lender, as the case may be, may designate; provided, that the Company shall pay
all reasonable costs and expenses of one such inspection per year by the
Administrative Agent and its representatives and agents (and any representatives
and agents of the Lenders participating in such inspection); provided, further, that if a Default
has occurred and is continuing, the Company shall pay all reasonable costs and
expenses of all such inspections. 

     (K) Guaranty Documentation. 

     (i)
On the Restatement Effective Date, the Company
shall cause each Domestic Subsidiary and Special Foreign Subsidiary of the
Company as of the Restatement Effective Date to execute and deliver the
Subsidiary Guaranty or, in the case of any Special Foreign Subsidiary, such
other guaranty document as the Administrative Agent shall reasonably deem
appropriate in order for such Subsidiary to provide an unconditional guaranty of
the Secured Obligations and as may be enforceable under the laws of such Special
Foreign Subsidiary’s jurisdiction of organization, in each case, together with
such other documentation with respect to such Initial Loan Party as may be
required pursuant to the terms of the Amendment and Restatement Agreement.


     (ii)
In addition to causing each Domestic Subsidiary
and Special Foreign Subsidiary to execute and deliver a Guaranty on the
Restatement Effective Date as required by the foregoing clause (i), the Company
will cause each Person that constitutes a Domestic Subsidiary or Special Foreign
Subsidiary of the Company after the Restatement Effective Date (whether by
virtue of the consummation of a Permitted Acquisition, any corporate
reorganization or otherwise) to execute and deliver to the Administrative Agent,
as promptly as possible, but in any event within thirty (30) days (or such later
date as is agreed to by the Administrative Agent) after such qualification, (x)
an executed supplement to become a Subsidiary Guarantor under the Subsidiary
Guaranty in the form attached thereto or, in the case of any Special Foreign
Subsidiary, such other guaranty document as the Administrative Agent shall
reasonably deem appropriate in order for such Special Foreign Subsidiary to
provide an unconditional guaranty of the Secured Obligations and as may be
enforceable under the laws of such Special Foreign Subsidiary’s jurisdiction of
organization (whereupon such Subsidiary shall become a “Subsidiary Guarantor”),
(y) the Collateral Documents required to be delivered by such Person pursuant to
Section 7.2(L)(i) and (z) resolutions, officer’s certificates, opinions of counsel and
such other authorizing documentation as the Administrative Agent may reasonably
request, all in form and substance reasonably satisfactory to the Administrative
Agent.

81 







     (iii) In
addition to the foregoing, if at any time any Foreign Subsidiary of the Company
which is not a Foreign Subsidiary Guarantor guarantees any Indebtedness of the
Company or any Domestic Subsidiary, the Company shall cause such Foreign
Subsidiary to execute and deliver to the Administrative Agent, as promptly as
possible but in any event within thirty (30) days (or such later date as is
agreed to by the Administrative Agent) after the date upon which such Subsidiary
shall have guaranteed such Indebtedness, (a) an executed supplement to become a
Subsidiary Guarantor under the Subsidiary Guaranty in the form attached thereto
or such other guaranty document as the Administrative Agent shall reasonably
deem appropriate in order for such Subsidiary to provide an unconditional
guaranty of the Secured Obligations and as may be enforceable under the laws of
such Foreign Subsidiary’s jurisdiction of organization (whereupon such
Subsidiary shall become a “Subsidiary Guarantor”), (b) the Collateral Documents
required to be delivered by such Person pursuant to Section 7.2(L)(i) and (c) resolutions,
officer’s certificates, opinions of counsel and such other authorizing
documentation as the Administrative Agent may reasonably request, all in form
and substance reasonably satisfactory to the Administrative Agent. Following the
date upon which any such Foreign Subsidiary shall cease to be obligated as a
guarantor of any Indebtedness of any Domestic Subsidiary other than the
Obligations, unless such Foreign Subsidiary shall be required to be a Subsidiary
Guarantor pursuant to the foregoing clauses
(i) or (ii), the Administrative Agent shall
be authorized to, and shall promptly, execute and deliver to the Company such
documentation as the Company may reasonably request in order to release such
Foreign Subsidiary from the applicable Guaranty. 

     (iv)
Notwithstanding the foregoing (a) the Subsidiary
Borrower shall not be required to execute and deliver a Guaranty and (b) so long
as such Subsidiaries shall not have guaranteed any third-party Indebtedness of
the Company or any Domestic Subsidiary, (1) each SPV shall not be required to
execute and deliver a Guaranty and (2) no other Subsidiary that is not a
Wholly-Owned Subsidiary of the Company shall be required to execute and deliver
a Guaranty to the extent the organizational documents of such Subsidiary do not
permit such Subsidiary to provide an unconditional guaranty of the Secured
Obligations (or require the consent of a third-party therefor). 

     (L) Collateral Documentation. 

     (i)
The Company will cause, and will cause each
Domestic Subsidiary Guarantor to cause, all of its owned Property (but, in the
case of issued and outstanding Capital Stock of the Pledge Subsidiaries owned
thereby, the Applicable Pledge Percentage of such Capital Stock) to be subject
at all times to first priority, perfected security interests in favor of the
Administrative Agent for the benefit of the Holders of Secured Obligations to
secure the Secured Obligations in accordance with the terms and conditions of
the Collateral Documents, subject in any case to Liens permitted by
Section 7.3(F) hereof and to the delivery of such documentation following the
Restatement Effective Date as the Company and the Administrative Agent shall
agree in writing. Without limiting the generality of the foregoing, the Company
(a) will cause the Applicable Pledge Percentage of the issued and outstanding
Capital Stock of each Pledge Subsidiary directly owned by the Company or any
Domestic Subsidiary Guarantor to be subject at all times to a first priority,
perfected security interest in favor of the Administrative Agent to secure the
Secured Obligations in accordance with the terms and conditions of the
Collateral Documents or such other security documents as the Administrative
Agent shall reasonably request and (b) will, and will
cause each Domestic Subsidiary Guarantor to, deliver Mortgages and Mortgage
Instruments with respect to each Initial Mortgaged Property and each other item
of real Property of the Company or such Domestic Subsidiary Guarantor as the
Administrative Agent shall reasonably request, in each case within such time
period as is reasonably required by the Administrative Agent. Notwithstanding
the foregoing, (a) no Mortgages or Mortgage Instruments described on the list of
closing documents referenced in Section 4(d) of the Amendment and Restatement
Agreement and attached as Exhibit
E to this Agreement are required to be
delivered hereunder prior to the date which is forty-five (45) days after the
Restatement Effective Date or such later date as the Administrative Agent may
agree in the exercise of its reasonable discretion with respect thereto and (b)
the Collateral shall not be required to include the Capital Stock of any Joint
Venture to the extent the organizational documents of such Joint Venture do not
permit the applicable Loan Party to pledge the Capital Stock of such Joint
Venture as security for the Secured Obligations (or require the consent of
another Venturer therefor). 

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     (ii) In
furtherance of the foregoing, the Company shall, and shall cause each Domestic
Subsidiary Guarantor to, upon the request of the Administrative Agent in its
sole discretion, execute and delivery a pledge agreement with respect to the
Applicable Pledge Percentage of the issued and outstanding Capital Stock of any
Foreign Subsidiary specified by the Administrative Agent, which pledge agreement
shall be governed by the law of the jurisdiction of organization of such Foreign
Subsidiary, together with resolutions, officer’s certificates, opinions of
counsel and such other authorizing documentation as the Administrative Agent may
reasonably request, in each case, within such time period as is reasonably
required by the Administrative Agent. 

     (iii)
Subject to Section 7.3(K)(ii), following the date
upon which (a) the Company shall have initially achieved Single Investment Grade
Status after the Restatement Effective Date and (b) all Term Loans shall have
been repaid in full in immediately available funds and so long as no Default or
Unmatured Default has occurred and is continuing at such time (1) the
Administrative Agent shall be authorized to, and shall promptly, execute and
deliver to, the Company such documentation as the Company may reasonably request
in order to release each Loan Party from the Collateral Documents and (2) the
provisions of the first sentence of Section 7.2(L)(i) shall thereafter cease to be
in effect. If at any time after such release, the Company achieves Springing
Lien Status, the Loan Parties shall promptly comply with Section 7.2(L)(i) and the
previous sentence shall thereafter cease to be in effect for the remaining term
of this Agreement. 

     7.3.
Negative Covenants.

     (A) Indebtedness. The Company will not,
and will not permit any of its Subsidiaries to, directly or indirectly, create,
incur, assume or suffer to exist any Indebtedness, except for: 

     (i)
Permitted Existing Indebtedness and Permitted
Refinancing Indebtedness with respect thereto; 

     (ii)
Obligations pursuant to the Loan Documents;


83 







     (iii) Indebtedness arising from intercompany loans and advances owing by (a)
the Company to any Subsidiary or (b) by any Subsidiary to the Company or any
other Subsidiary; provided, that all such Indebtedness owing by the Company or any
Domestic Subsidiary Guarantor to any Foreign Subsidiary shall be unsecured;


     (iv) Receivables Facility Attributed
Indebtedness arising in connection with a Permitted Domestic Receivables
Financing; 

     (v)
Indebtedness secured by Liens permitted by
Section 7.3(F)(xvi); 

     (vi) Secured Indebtedness of the Company or
any Domestic Subsidiary Guarantor not otherwise permitted under this
Section 7.3(A) in an aggregate outstanding principal amount not to exceed $25,000,000
at any time;

     (vii) (a) Indebtedness of any Foreign
Subsidiary not otherwise permitted under this Section 7.3(A) and (b) Receivables
Facility Attributed Indebtedness arising in connection with Permitted Foreign
Receivables Financings; provided, that the sum of (1) the
outstanding principal amount of the Indebtedness incurred pursuant to the
foregoing clause (a) plus (2) the amount of the Receivables Facility Attributed
Indebtedness incurred pursuant to the foregoing clause (b) shall not exceed
$300,000,000 at any time; 

     (viii) Receivables Facility Attributed
Indebtedness arising in connection with Foreign Factoring
Transactions;

     (ix) [RESERVED]; and 

     (x)
Unsecured Indebtedness of the Company or any
Domestic Subsidiary Guarantor not otherwise permitted under this Section 7.3(A) in an
aggregate outstanding principal amount not to exceed $200,000,000 (the
“Unsecured Basket Base Amount”) at any time so long as, subject to the second proviso below,
such Indebtedness has a maturity date not sooner than six months after the later
of (x) the latest Termination Date and (y) the latest Term Loan Maturity Date
(or any later maturity date then in effect with respect to the Loans);
provided,
that Indebtedness in an amount in excess of the Unsecured Basket Base Amount
(subject to the aforementioned limitations on maturity) may be incurred if, not
less than five (5) Business Days prior to such incurrence, the Company shall
deliver to the Administrative Agent and the Lenders a certificate from a
Designated Financial Officer demonstrating to the reasonable satisfaction of the
Administrative Agent that after giving effect to such incurrence, on a
pro
forma basis
acceptable to the Administrative Agent, as if such incurrence had occurred on
the first day of the twelve-month period ending on the last day of the Company’s
most recently completed fiscal quarter for which financial statements are
publicly available, the Interest Coverage Ratio as of the end of such fiscal
quarter was equal to or greater than 2.00:1.00; provided, further, that the
limitations on maturity set forth above shall not apply to up to $25,000,000 of
Indebtedness in existence at any time that has been incurred pursuant to this
Section 7.3(A)(x). 

84 







     (B)
Fundamental Changes. Without limiting the provisions of Section 7.3(G), the Company will not,
nor will it permit any Subsidiary to, merge or consolidate with or into any
other Person, or liquidate or dissolve, except that: 

     (i)
Any Subsidiary may merge or consolidate with the
Company (provided, that the Company shall be the surviving corporation), with the
Subsidiary Borrower (provided, that such Subsidiary Borrower shall be the surviving entity)
or with one or more other Subsidiaries (provided, that in the case of any such
merger or consolidation involving any Subsidiary Guarantor, the surviving entity
shall be such Subsidiary Guarantor);

     (ii) The Company may merge or consolidate with
any other entity; provided, that the Company shall be the surviving corporation and that
after giving effect thereto no Default or Unmatured Default shall exist and be
continuing; and 

     (iii) Any Subsidiary (other than the Subsidiary
Borrower) that is a shell company whose assets have been disposed of in a manner
permitted hereunder or that otherwise has no assets (other than assets with a
book value of less than one percent (1.0%) of the Company’s Consolidated Assets,
which assets shall be disposed of in a manner permitted hereunder upon or
promptly after such dissolution) or revenues may liquidate or dissolve.


     (C) Sale of Assets. The Company will not,
nor will it permit any Subsidiary to, consummate any Asset Sale after the
Closing Date other than an Asset Sale which (i) is not for less than fair market
value (as determined in good faith by the management or board of directors of
the Company or such Subsidiary, as applicable), (ii) generates proceeds that, in
the aggregate with the proceeds of all such other Asset Sales during the then
current fiscal year, do not exceed fifteen percent (15%) of the aggregate book
value of the Company’s Consolidated Assets as of the end of the fiscal quarter
immediately preceding the initial Asset Sale consummated after the Closing Date
and (iii) generates proceeds that, in the aggregate with the proceeds of all
such other Asset Sales during the period from the Closing Date to the date of
such proposed transaction, do not exceed twenty-five percent (25%) of the
aggregate book value of the Company’s Consolidated Assets as of the end of the
fiscal quarter immediately preceding the initial Asset Sale consummated after
the Closing Date. Notwithstanding the foregoing, the proceeds of any such Asset
Sales by the Company or any Domestic Subsidiary Guarantor during the period from
the Closing Date to the date of such proposed transaction, to the extent
permitted in the foregoing sentence, shall not exceed seven and a half percent
(7.5%) of the aggregate book value of the Company’s Consolidated Assets as of
the end of the fiscal quarter immediately preceding the initial Asset Sale
consummated after the Closing Date. 

     (D) Conduct of Business. The Company will
not, nor will it permit any Subsidiary to, engage in any business other than the
businesses engaged in by the Company or such Subsidiaries on the date hereof and
any business or activities which are reasonably similar, related or incidental
thereto or logical extensions thereof. 

85 







     (E)
Investments. The Company will not, nor will it permit any Subsidiary to, make or
suffer to exist any Investments (including, without limitation, loans and
advances to, and other Investments in, Subsidiaries), or commitments therefor,
except: 

     (i)
Existing Investments in Subsidiaries and other
Investments in existence on the Restatement Effective Date and described in
Schedule 7.3(E), and any renewal or extension of any such Investments that does
not increase the amount of the Investment being renewed or extended as
determined as of such date of renewal or extension; 

     (ii) (a) Investments by the Company or any
Subsidiary in the Company or any Domestic Subsidiary Guarantor, (b) Investments
by any Foreign Subsidiary in the Subsidiary Borrower or any Foreign Subsidiary
Guarantor, (c) Investments by any Foreign Subsidiary Non-Guarantor in any other
Foreign Subsidiary Non-Guarantor, (d) Investments permitted under
Section 7.3(A)(iii), (e) Investments by the Company or any Domestic Subsidiary Guarantor in
Foreign Subsidiaries made after the Restatement Effective Date in an outstanding
amount not to exceed at any time the sum of (1) $200,000,000 plus (2) the Foreign
Reinvestment Amount at such time;

     (iii) Investments comprised of capital
contributions (whether in the form of cash, a note or other assets) to an SPV or
other Subsidiary or otherwise resulting from transfers of assets permitted
hereunder to such SPV or other Subsidiary, in either case, in connection with a
Permitted Receivables Financing; 

     (iv) Investments constituting Permitted
Acquisitions; 

     (v)
Cash Equivalent Investments; 

     (vi) Investments in trade receivables or
received in connection with the bankruptcy or reorganization of suppliers and
customers and in settlement of delinquent obligations of, and other disputes
with, customers and suppliers arising in the ordinary course of business;


     (vii) Investments consisting of deposit
accounts maintained by the Company and its Subsidiaries in the ordinary course
of business in connection with its cash management system; and 

     (viii) Investments (other than any Investment of
a type described in the foregoing clauses
(i)-(vii)) made from and after the
Restatement Effective Date in an aggregate amount not to exceed $200,000,000 at
any time.

     (F) Liens. The Company will not, nor will
it permit any Subsidiary to, create, incur, or suffer to exist any Lien in, of
or on the Property of the Company or any of its Subsidiaries, except:


     (i)
Liens on assets of the Company and its
Subsidiaries as of the Restatement Effective Date identified as such on
Schedule 7.3(F); 

86 







     (ii) Liens for taxes, assessments or governmental charges or levies on its
Property (excluding Environmental Liens or Liens in favor of the PBGC) if (x)
the same shall not at the time be delinquent or thereafter can be paid without
penalty, or are being contested in good faith and by appropriate proceedings,
and (y) adequate reserves therefor are being maintained in accordance with
Agreement Accounting Principles;

     (iii)
Liens imposed by law, such as carriers’,
warehousemen’s and mechanics’ liens and other similar liens arising in the
ordinary course of business which secure payment of obligations not more than 60
days past due; 

     (iv)
Liens arising out of pledges or deposits under
worker’s compensation laws, unemployment insurance, old age pensions, or other
social security or retirement benefits, or similar legislation (excluding Liens
in favor of the PBGC); 

     (v)
Utility easements, building restrictions and such
other encumbrances or charges against real property as are of a nature generally
existing with respect to properties of a similar character and which do not in
any material way affect the marketability of the same or interfere with the use
thereof in the business of the Company or the Subsidiaries; 

     (vi)
Lessors’ interests under Capitalized Leases;


     (vii)
Judgment or other similar Liens arising in
connection with legal proceedings so long as (a) the execution or other
enforcement thereof is effectively stayed and the claims secured thereby are
being contested in good faith by appropriate proceedings and the Company or such
Subsidiary, as the case may be, has established appropriate reserves against
such claims in accordance with Agreement Accounting Principles and (b) such
Liens do not constitute a Default pursuant to Section 8.1(I); 

     (viii) Liens on assets of the Company or any
Domestic Subsidiary of the Company located in the United States of America
securing secured Indebtedness of the Company or such Subsidiary otherwise
permitted under Section 7.3(A)(vi); 

     (ix)
Liens on Property acquired after the Restatement
Effective Date and existing at the time of such acquisition (directly or
indirectly) (other than any such Lien created in contemplation of such
acquisition); provided, that such Liens shall extend only to the Property so
acquired; 

     (x)
Liens on the Property of a Person that is merged
with or into the Company or a Subsidiary or of a Person that becomes a
Subsidiary after Restatement Effective Date (in each case to the extent such
merger, Acquisition or Investment is otherwise permitted by this Agreement);
provided,
that (a) such Liens existed at the time such Person was so merged or became a
Subsidiary and were not created in anticipation of any such transaction, (b) any
such Lien does not by its terms cover any additional property or assets acquired
after the time such Person was so merged or became a Subsidiary, and (c) any
such Lien does not by its terms secure any Indebtedness other than Indebtedness
existing immediately prior to the time such Person was so merged or became a
Subsidiary; 

87 







     (xi) Liens resulting from the deposit of funds or evidences of Indebtedness in
trust for the purpose of defeasing Indebtedness of the Company or any
Subsidiary; 

     (xii)
Bank setoff rights arising in the ordinary course
of business; 

     (xiii) Deposits or Liens to secure the
performance (and not securing any Indebtedness) of statutory obligations, surety
and appeal bonds, performance bonds and other obligations of like nature
incurred in the ordinary course of business;

     (xiv)
Liens arising under the Loan Documents;


     (xv)
Liens on Receivables and Related Security arising
in connection with a Permitted Receivables Financing or a Foreign Factoring
Transaction; 

     (xvi)
Liens on any specific fixed asset securing
Indebtedness incurred or assumed for the purpose of financing or refinancing all
or any part of the cost of acquiring or constructing such asset; provided, that such Lien
(a) extends only to the asset then being acquired or constructed and (b)
attaches to such asset concurrently with or within six (6) months after the
acquisition or completion or construction thereof; 

     (xvii) Any extension, renewal or replacement (or
successive extension, renewal, or replacement) in whole or in part, of any Lien
referred to in the foregoing clauses
(i) through (xvi) inclusive; provided, however, that the principal
amount of Indebtedness secured thereby shall not exceed the principal amount of
Indebtedness so secured at the time of such extension, renewal or replacement,
and that such extension, renewal or replacement shall be limited to all or a
part of the property which secured the Lien so extended, renewed or replaced
(plus improvements on such property); 

     (xviii) Deposit arrangements and pledges of cash
or cash equivalents that secure only Hedging Obligations otherwise permitted
hereunder; and 

     (xix)
Liens on assets of any Foreign Subsidiary of the
Company located outside the United States of America securing Indebtedness of
such Subsidiary permitted under Section
7.3(A)(vii)(a);

provided, that the Company will not, and will not permit any Subsidiary to, grant
any Lien on any Property constituting Restricted Collateral other than as
security for the Secured Obligations pursuant to the Loan Documents. 

In addition, neither the Company nor
any of its Subsidiaries shall be or become a party to any agreement, note,
indenture or other instrument, or take any other action, which would prohibit
the creation of, or require any equal and ratable sharing of, a Lien on any of
its properties or other assets in favor of the Agents, the Issuing Bank, the
Swing Line Bank and the Lenders, as collateral for the Secured Obligations;
provided,
that (a) any agreement, note, indenture or other instrument in connection with
purchase money Indebtedness (including Capitalized Leases) permitted hereunder
may prohibit the creation of a Lien in favor thereof on the items of property
obtained with the proceeds of such purchase money Indebtedness, (b) the
documents evidencing a Permitted Receivables Financing or a Foreign Factoring
Transaction may prohibit the creation of a Lien with
respect to all of the assets of the related SPV, if any, and with respect to the
Receivables and Related Security subject to such transaction in favor thereof as
collateral for the Secured Obligations and (c) each Senior Note Indenture may
prohibit the creation of a Lien on Restricted Collateral unless the holders of
the notes issued pursuant to such Senior Note Indenture shall be provided with
an equal and ratable Lien on such assets, but solely to the extent such
prohibition is provided for in such Senior Note Indenture as in effect on the
later of the Restatement Effective Date and the date of such Senior Note
Indenture. 

88 







     (G)
Permitted Acquisitions. The Company will not, nor will it permit any Subsidiary to,
make any Acquisitions, other than Acquisitions meeting the following
requirements or otherwise approved by the Required Lenders (each such
Acquisition constituting a “Permitted
Acquisition”): 

     (i) no Default or Unmatured Default shall have occurred and be continuing or
would result from such Acquisition or the incurrence of any Indebtedness in
connection therewith (including, without limitation, pursuant to Section 7.2(K));


     (ii)
each representation and warranty contained in
Article VI
shall be true and correct in all material respects at the time of such
Acquisition and after giving effect thereto (unless such representation and
warranty is made as of a specific date, in which case, such representation and
warranty shall be true and correct in all material respects as of such date);
and 

     (iii)
not less than five (5) Business Days prior to
each such Acquisition, the Company shall deliver to the Administrative Agent and
the Lenders a certificate from a Designated Financial Officer demonstrating to
the reasonable satisfaction of the Administrative Agent that after giving effect
to such Acquisition and the incurrence of any Indebtedness permitted hereunder
in connection therewith, on a pro forma basis acceptable to the
Administrative Agent, but without giving effect to any projected synergies
resulting from such Acquisition, as if the Acquisition and such incurrence of
Indebtedness had occurred on the first day of the twelve-month period ending on
the last day of the Company’s most recently completed fiscal quarter for which
financial statements are publicly available, the Company would have been in
compliance with the covenants set forth in Sections 7.3 and 7.4 and not otherwise in
Default;

     (iv)
in the case of an Acquisition by the Company or
the Subsidiary Borrower of equity interests of an entity, (A) the acquired
entity shall be a Subsidiary of the Company or (B)(x) the acquired entity shall
be merged with and into the Company or the Subsidiary Borrower substantially
concurrently with such Acquisition, with the Company or the Subsidiary Borrower
being the surviving corporation with voting control following such merger and
(y) such merger shall otherwise comply with Section 7.3(B); and 

     (v)
the aggregate consideration for such Acquisition,
in the aggregate with the consideration for all other Acquisitions consummated
since the Restatement Effective Date, shall not exceed the sum of (i)
$100,000,000 plus (ii) an amount equal to the net cash proceeds received by the
Company or any Domestic Subsidiary on or after the Restatement Effective Date from the divestiture of the equity interest
in, or assets of, any Foreign Subsidiary. 

89 







     (H)
Transactions with Affiliates and Joint
Ventures. Except for Permitted Related Party
Transactions and Permitted Strategic Transactions, the Company will not, nor
will it permit any Subsidiary to, enter into any transaction (including, without
limitation, the purchase or sale of any Property or service) with, or make any
payment or transfer to, any Affiliate or Joint Venture except in the ordinary
course of business and pursuant to the reasonable requirements of the Company’s
or such Subsidiary’s business and upon fair and reasonable terms (taken as a
whole) not materially less favorable to the Company or the Company and its
Subsidiaries (taken as a whole) than would occur in a comparable arm’s length
transaction. 

     (I) Contingent Obligations. The Company
will not, nor will it permit any Subsidiary to, make or suffer to exist any
Contingent Obligation (including, without limitation, any Contingent Obligation
with respect to the obligations of a Subsidiary) in respect of any Indebtedness
except in connection with Indebtedness which if directly incurred by the Company
or such Subsidiary, as applicable, would not result in a violation of
Sections 7.3(A) or 7.4. 

     (J) Sale and Leaseback. The Company will
not, nor will it permit any Subsidiary to, sell or transfer any property in
order to concurrently or subsequently lease as lessee such or similar property
unless (i) the related sale is permitted under Section 7.3(C), (ii) any related
Investment is permitted under Section
7.3(E), (iii) no Default or Unmatured Default
shall have occurred and be continuing as of the date of such transaction or
would result therefrom and (iv) the Property subject to such sale does not
constitute Restricted Collateral. 

     (K) Modifications to Other Indebtedness; No More Favorable Terms;
ArvinMeritor Receivables Corporation.

     (i) Subordinated Indebtedness. The Company
will not, nor will it permit any Subsidiary to, make any amendment or
modification to any indenture, note or other agreement evidencing or governing
any subordinated Indebtedness (excluding all Intercompany Indebtedness) or
Disqualified Stock of the Company or its Subsidiaries in a manner adverse to the
Lenders. 

     (ii)
No More Favorable Terms. Without in any way limiting the foregoing provisions of this
Section 7.3(K) or the requirements set forth in Section 7.2(K)(ii), the Company will
not, nor will it permit any Subsidiary to, enter into or amend, restate,
supplement or otherwise modify any indenture, note or other agreement evidencing
or governing any Indebtedness of the Company having a principal amount (whether
or not funded or committed) in excess of $50,000,000 or any Senior Note
Indenture that (a) contains any covenant binding on the Company or any
Subsidiary or any of their respective Property, (b) contains any event of
default causing, or permitting holders of such Indebtedness to cause, such
Indebtedness to become due prior to its stated maturity, or (c) requires the
Company or any Subsidiary to provide, or otherwise gives any holder of any such
Indebtedness the benefit of, a guaranty or collateral pledge that, in the case
of any of the foregoing clauses
(a), (b) and (c), is (x) not substantially provided
for in this Agreement or the other Loan Documents or (y) is more favorable to
the holder of such Indebtedness than the comparable
covenant, default, guaranty or collateral pledge set forth in the Loan Documents
(collectively, a “More Favorable
Term”), unless this Agreement and/or any
relevant Loan Document shall be amended or supplemented to provide substantially
the same covenant, default, guaranty or collateral pledge, as applicable, prior
to the effectiveness of the More Favorable Term, except for collateral pledges
provided for in agreements governing Indebtedness secured by Liens permitted
under Sections 7.3(F) other than Section
7.3(F)(viii). 

90 







     (iii) ArvinMeritor Receivables Corporation. The Company shall not permit ARC (or any other SPV party to
a Permitted Domestic Receivables Securitization) to be designated as a
“Restricted Subsidiary” under and as defined in each Senior Note Indenture.


     (L) Restricted Payments. The Company will
not, nor will it permit any Subsidiary to, declare or make any Restricted
Payment; provided, that: 

     (i)
so long as no Default or Unmatured Default shall
have occurred and be continuing at the date of declaration or payment thereof
(in the case of any dividend) or the date of such repurchase (in the case of any
share repurchase) or would result therefrom, the Company may declare and pay
cash dividends with respect to its Capital Stock and repurchase shares of
Capital Stock of the Company in accordance with its future share repurchase
program to the extent the sum of the aggregate amount of such dividends and the
aggregate purchase price of such repurchases shall not exceed $40,000,000 in any
fiscal year of the Company; 

     (ii)
in addition to the foregoing, so long as no
Default or Unmatured Default shall have occurred and be continuing as of the
date of such repurchase or would result therefrom, the Company may repurchase
shares of Capital Stock of the Company in accordance with the Company’s future
share repurchase program in order to limit dilution thereof to the extent the
aggregate purchase price with respect to such repurchases shall not exceed
$25,000,000 during the term of this Agreement; 

     (iii)
the Company shall be permitted to repurchase,
retire, redeem or defease any Indebtedness of the Company permitted under the
Credit Agreement other than subordinated Indebtedness with proceeds of any
permitted capital markets debt, convertible debt, equity or preferred equity
issuances (but, for the avoidance of doubt, not with proceeds of any Loans under
the Credit Agreement) within one hundred twenty (120) days after the Company’s
receipt of such proceeds;

     (iv)
the Company shall be permitted to repurchase,
retire, redeem or defease any of the Senior Notes in an aggregate amount of up
to $150,000,000; provided that no Default or Unmatured Default shall have
occurred and be continuing at the time of and immediately after giving effect to
any such repurchase, retirement, redemption or defeasance; it being understood
and agreed that the Company shall not use proceeds of any Loans for any such
repurchase, retirement, redemption or defeasance except that the Company shall
be permitted to use Loans in an aggregate amount of up to $75,000,000 in order
to effect any repurchase, retirement, redemption or defeasance of the 2015
Senior Notes and/or 2026 Convertible Notes, but subject
to the Company’s demonstration of pro forma covenant compliance with the
Priority Debt Ratio as a condition precedent to making any such Loans as more
specifically described in Section
5.2(E) hereof (in addition to satisfaction of
all other conditions precedent applicable to such Loans); and 

91 







     (v) the Company shall be permitted to redeem any permitted Indebtedness in
exchange for Capital Stock (including preferred stock but excluding Disqualified
Stock). 

     (M)
Hedging Obligations. The Company will not, nor will it permit any Subsidiary to, enter into
any Hedging Arrangement other than Hedging Arrangements entered into by the
Company or such Subsidiary pursuant to which the Company or such Subsidiary has
hedged its reasonably estimated interest rate, foreign currency or commodity
exposure and which are non-speculative in nature. 

     (N) Margin Regulations. The Company will
not, nor will it permit any Subsidiary to, use all or any portion of the
proceeds of any credit extended under this Agreement to purchase or carry Margin
Stock. 

     (O) Restrictive Subsidiary Covenants. The
Company will not, nor will it permit any Subsidiary to, create or otherwise
cause to become effective any consensual encumbrance or restriction of any kind
on the ability of any Subsidiary to pay dividends or make any other distribution
in respect of its ownership interests or pay any Indebtedness or other
Obligation owed to the Company or any other Subsidiary, make loans or advances
or other Investments in the Company or any other Subsidiary, or sell, transfer
or otherwise convey any of its property to the Company or any other Subsidiary
other than pursuant to (i) applicable law, (ii) this Agreement or the other Loan
Documents, (iii) restrictions imposed by the holder of a Lien permitted by
Section 7.3(F) and (iv) restrictions imposed in a joint venture agreement on the
ability of any Subsidiary to pay dividends or make any other distribution in
respect of its ownership interests, the removal of which requires the consent of
one or more of the joint venture partners or the joint venture’s board of
directors (but not the consent of any third parties). 

     (P) Disqualified Stock. The Company will
not, and will not permit any Subsidiary to, issue or permit to remain
outstanding any Disqualified Stock. 

     7.4.
Financial Covenants. 

     (A) Priority Debt Ratio. The Company shall
not permit its Priority Debt Ratio, calculated on a consolidated basis for the
Company and its Subsidiaries, to exceed (i) 2.50 to 1.00 as of the last day of
the fiscal quarter commencing with the fiscal quarter ending on or about March
31, 2012 through and including the fiscal quarter ending on or about September
30, 2012, (ii) 2.25 to 1.00 as of the last day of each fiscal quarter commencing
with the fiscal quarter ending on or about December 31, 2012 through and
including the fiscal quarter ending on or about September 30, 2013, and (iii)
2.00 to 1.00 as of the last day of each fiscal quarter thereafter. 

     (B) Capital Expenditures. The Company
shall not, and shall not permit any of its Subsidiaries to, incur Capital
Expenditures during any fiscal year in an aggregate amount for the Company and its Subsidiaries in excess of the CapEx Cap Amount
with respect to such fiscal year. As used herein, “CapEx Cap Amount” means, with respect
to any fiscal year, $180,000,000; provided, that such amount shall be
increased by an amount equal to the excess, if any (but in no event more than
$75,000,000), of the CapEx Cap Amount for the previous fiscal year (as
calculated without giving effect to this proviso) over the actual amount of
Capital Expenditures incurred by the Company and its Subsidiaries during such
previous fiscal year. 

92 







ARTICLE VIII: DEFAULTS


     8.1. Defaults. Each of the following
occurrences shall constitute a “Default” under this Agreement:


     (A) Breach of Representation or Warranty.
Any written representation or warranty made or deemed made by or on behalf of
the Company or its Subsidiaries to the Lenders or the Agents in any Loan
Document, in connection with any Loan or Letter of Credit, or in any certificate
or information delivered in writing in connection with any Loan Document shall
be false in any material respect on the date as of which made. 

     (B) Failure to Make Payments When Due.
Nonpayment of principal of any Loan or Reimbursement Obligation when due;
nonpayment of interest on any Loan, commitment fees or L/C Fees, in each case
within five days after the same becomes due; or nonpayment of any other fees or
any other obligations under any of the Loan Documents within ten days after the
same becomes due. 

     (C) Breach of Certain Covenants. The
breach by any Borrower of any of the terms or provisions of Sections 7.1,
7.2(A),
7.2(B),
7.2(C),
7.2(K),
7.2(L),
7.3 or
7.4.


     (D) Other Defaults. The breach by any
Borrower or any Subsidiary Guarantor (other than a breach which constitutes a
Default under another provision of this Section 8.1) of any of the terms or
provisions of this Agreement or any other Loan Document which is not remedied
within 30 days after the earlier of (i) the date on which any Authorized Officer
has actual knowledge thereof and (ii) the receipt of written notice from any
Agent or the Required Lenders. 

     (E) Default as to Other Indebtedness.
Failure of the Company, the Subsidiary Borrower or any other Subsidiary to pay
when due, including to prepay or repurchase when required, any Material
Indebtedness; or the default by the Company, the Subsidiary Borrower or any
other Subsidiary in the performance of any term, provision or condition
contained in any Material Indebtedness Agreement, or any other event shall occur
or condition exist (other than the Permitted 2026 Put), the effect of which
default, event or condition is to cause, or to permit the holder(s) of such
Material Indebtedness to cause such Material Indebtedness to become due prior to
its stated maturity; or any Material Indebtedness of the Company, the Subsidiary
Borrower or any other Subsidiary shall be declared to be due and payable or
required to be prepaid or repurchased (other than by a regularly scheduled
payment or pursuant to the Permitted 2026 Put) prior to the stated maturity
thereof; or the Company, the Subsidiary Borrower or any other Subsidiary shall
not pay, or admit in writing its inability to pay, its debts generally as they
become due. 

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     (F)
Voluntary Bankruptcy; Appointment of Receiver,
Etc. The Company or any of its Subsidiaries
(but excluding any Immaterial Subsidiary) shall (i) have an order for relief
entered with respect to it under the United States bankruptcy laws as now or
hereafter in effect or cause or allow any similar event to occur under any
bankruptcy or similar law or laws for the relief of debtors as now or hereafter
in effect in any other jurisdiction, (ii) make an assignment for the benefit of
creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment
of a receiver, custodian, trustee, examiner, liquidator, monitor or similar
official for it or any substantial part of its Property, (iv) institute any
proceeding seeking an order for relief under the United States bankruptcy laws
as now or hereafter in effect or seeking to adjudicate it a bankrupt or
insolvent, or seeking dissolution, winding up, liquidation, reorganization,
arrangement, adjustment or composition of it or any of its Property or its debts
under any law relating to bankruptcy, insolvency or reorganization or compromise
of debt or relief of debtors as now or hereafter in effect in any jurisdiction
including, without limitation, any organization, arrangement or compromise of
debt under the laws of its jurisdiction of incorporation, or fail to file an
answer or other pleading denying the material allegations of any such proceeding
filed against it, (v) take any corporate action to authorize or effect any of
the foregoing actions set forth in this Section 8.1(F) or (vi) fail to contest
in good faith any appointment or proceeding described in Section 8.1(G). 

     (G) Involuntary Bankruptcy; Appointment of Receiver, Etc. Without its application, approval or consent, a receiver,
trustee, examiner, liquidator or similar official shall be appointed for the
Company or any Subsidiary (but excluding any Immaterial Subsidiary) or for any
substantial part of its Property, or a proceeding described in Section 8.1(F)(iv) shall be
instituted against the Company or any Subsidiary (but excluding any Immaterial
Subsidiary) and such appointment continues undischarged or such proceeding
continues undismissed or unstayed for a period of 60 consecutive days.


     (H) Condemnation; Seizure. Any court,
government or governmental agency shall condemn, seize or otherwise appropriate,
or take custody or control of, all or any substantial portion of the Property of
the Company or any Subsidiary (but excluding any Immaterial Subsidiary) taken as
a whole. 

     (I) Judgments. The Company, the Subsidiary
Borrower or any other Subsidiary shall fail within 30 days to pay, bond or
otherwise discharge one or more judgments or orders for the payment of money,
the total amount of which for the Company, the Subsidiary Borrower and/or any
other Subsidiary exceeds $35,000,000, which are not stayed on appeal.


     (J) Environmental. The Company or any of
its Subsidiaries shall (i) be the subject of any proceeding or investigation
pertaining to the release by the Company, any of its Subsidiaries or any other
Person of any toxic or hazardous waste or substance into the environment or (ii)
violate any Environmental Law, which, in the case of an event described in the
foregoing clause (i) or (ii), could reasonably be expected to result in liability,
individually or in the aggregate, having a Material Adverse Effect. 

     (K) Enforceability. Any Loan Document
shall fail to remain in full force or effect against the Company or any
Subsidiary or any action shall be taken or shall fail to be taken to discontinue or to assert the invalidity or unenforceability
of, or which results in the discontinuation or invalidity or unenforceability
of, any Loan Document. 

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     (L)
Loan Party Revocation. Any Loan Party shall terminate or revoke any of its
obligations under a Loan Document (other than as expressly permitted hereunder).


     (M) Change in Control. The occurrence of
any Change in Control. 

     (N) ERISA and Foreign Plans. The Company
shall (i) permit any Benefit Plan to fail to satisfy the “minimum funding
standard” (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived, (ii) fail, or permit any Controlled Group member to fail,
to pay any required minimum required contribution or required installment under
Section 430(j) of the Code on or before the due date for such contribution or
installment, or (iii) permit a Termination Event to occur, except where such
transactions, events, circumstances, or failures could not, individually or in
the aggregate, reasonably be expected to result in liability to the Company or
any of its Subsidiaries having a Material Adverse Effect. 

     (O) Collateral. Any Collateral Document
shall for any reason fail to create a valid and perfected first priority
security interest in any Collateral (with an aggregate book value in excess of
$10,000,000) purported to be covered thereby, which failure is not remedied
within five (5) days after the earlier of (i) the date on which any Authorized
Officer has actual knowledge thereof and (ii) the receipt of written notice from
any Agent or the Required Lenders. 

     A Default shall be deemed
“continuing” until cured or until waived in writing in accordance with
Section 9.3. 

ARTICLE IX: ACCELERATION; WAIVERS,
AMENDMENTS AND REMEDIES 

     9.1.
Termination of Revolving Loan Commitments;
Acceleration.

     (A) If any Default described in
Section 8.1(F) or 8.1(G) occurs, the obligations of the Revolving Loan Lenders to make Revolving
Loans hereunder and the obligation of the Issuing Bank to issue Letters of
Credit hereunder shall automatically terminate and the Obligations shall
immediately become due and payable without any election or action on the part of
the Administrative Agent, the Issuing Bank or any Lender and the Borrowers will
be and become thereby unconditionally obligated, without any further notice, act
or demand, to pay to the Administrative Agent an amount in each Agreed Currency,
in immediately available funds, equal to the difference of (x) one hundred five
percent (105%) of the amount of L/C Obligations denominated in such Agreed
Currency at such time, less (y) the amount of such Agreed Currency on deposit in
the L/C Collateral Account at such time which is free and clear of all rights
and claims of third parties and has not been applied against the Obligations
(such difference, in the aggregate for all Agreed Currencies, the
“Collateral Shortfall
Amount”), which funds shall be held in
the L/C Collateral Account. If any other Default occurs, (a) the Administrative
Agent may, and at the request of Required Revolving Loan Lenders shall,
terminate or suspend the obligations of the Revolving Loan Lenders to make
Revolving Loans hereunder and the obligation of the Issuing Bank to issue
Letters of Credit hereunder and (b) the Administrative Agent may, and at the
request of the Required Lenders shall, (i) declare the Obligations to be due and
payable, whereupon the Obligations shall become immediately due and payable,
without presentment, demand, protest or notice of any
kind, all of which each Borrower expressly waives, and (ii) upon notice to the
Borrowers and in addition to the continuing right to demand payment of all
amounts payable under this Agreement, make demand on the Borrowers to pay, and
the Borrowers will, forthwith upon such demand and without any further notice or
act, pay to the Administrative Agent the Collateral Shortfall Amount, which
funds shall be deposited in the L/C Collateral Account. 

95 







     (B) If at
any time while any Default is continuing, the Administrative Agent determines
that the Collateral Shortfall Amount at such time is greater than zero, the
Administrative Agent may make demand on the Borrowers to pay, and the Borrowers
will, forthwith upon such demand and without any further notice or act, pay to
the Administrative Agent the Collateral Shortfall Amount, which funds shall be
deposited in the L/C Collateral Account. At any time while any Default is
continuing, none of the Borrowers nor any Person claiming on behalf of or
through any Borrower shall have any right to withdraw any of the funds held in
the L/C Collateral Account.

     (C) If at any time following any
deposit of funds into the L/C Collateral Account pursuant to clause (A) or
(B) of this
Section 9.1
the Default giving rise to such obligation to deposit cash collateral shall be
cured, waived otherwise cease to be continuing and no other Default or any
Unmatured Default shall then have occurred and be continuing, the Administrative
Agent shall determine the 2017 Net Aggregate Revolving Credit Exposure at such
time and release and disburse funds from the L/C Collateral Account to the
Borrowers to the extent required pursuant to Section 2.4(B)(iii). 

     (D) If, after acceleration of the
maturity of the Obligations or termination of the obligations of the Revolving
Loan Lenders to make Revolving Loans and the obligation and power of the Issuing
Bank to issue Letters of Credit hereunder as a result of any Default (other than
any Default as described in Section
8.1(F) or (G)) and before any judgment or decree
for the payment of the Obligations due shall have been obtained or entered, the
Required Lenders (in the case of any such acceleration) or Required Revolving
Loan Lenders (in the case of any such termination) (in each case, in their sole
discretion) shall so direct, the Administrative Agent shall, by notice to the
Borrowers, rescind and annul such acceleration and/or termination. 

     9.2.
Preservation of Rights. No delay or omission of the Lenders, the Issuing Bank or the
Administrative Agent to exercise any right under the Loan Documents shall impair
such right or be construed to be a waiver of any Default or an acquiescence
therein, and the making of a Loan or the issuance of a Letter of Credit
notwithstanding the existence of a Default or the inability of the Company to
satisfy the conditions precedent to such Loan or issuance of such Letter of
Credit shall not constitute any waiver or acquiescence. Any single or partial
exercise of any such right shall not preclude other or further exercise thereof
or the exercise of any other right, and no waiver, amendment or other variation
of the terms, conditions or provisions of the Loan Documents whatsoever shall be
valid unless in writing signed by the Lenders required pursuant to
Section 9.3, and then only to the extent in such writing specifically set forth. All
remedies contained in the Loan Documents or by law afforded shall be cumulative
and all shall be available to the Administrative Agent, the Issuing Bank and the
Lenders until the Obligations have been paid in full in cash. 

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     9.3. Amendments. Subject to the provisions
of this Article IX, the Required Lenders (or the Administrative Agent with the consent in
writing of the Required Lenders) and the Company may enter into agreements
supplemental hereto for the purpose of adding or modifying any provisions to the
Loan Documents or changing in any manner the rights of the Lenders or the
Company hereunder or waiving any Default hereunder; provided, however, that no such supplemental
agreement shall, without the consent of each Lender (which is not a defaulting
Lender) affected thereby: 

     (i) Postpone or extend the Revolving Loan Termination Date, the Term Loan
Maturity Date or any other date fixed for any payment of principal of, or
interest on, the Loans, the Reimbursement Obligations or any fees or other
amounts payable to such Lender or extend the expiry date of any Letter of Credit
to a date after the Revolving Loan Termination Date; 

     (ii)
Reduce the principal amount, or amortization, of
any Loans or Reimbursement Obligations, or reduce the rate or extend the time of
payment of interest or fees thereon; provided, however, that (a) modifications to the
provisions relating to prepayments of Loans and other Obligations and (b) a
waiver or other modification of the application of the default rate of interest
pursuant to Section 2.10 hereof shall, in each case, only require the approval of the
Required Lenders; 

     (iii)
Reduce the percentage specified in the definition
of Required Lenders, Required Revolving Loan Lenders or any other percentage of
Lenders specified to be the applicable percentage in this Agreement to act on
specified matters or amend the definitions of “Required Lenders”, “Required
Revolving Loan Lenders” or “Pro Rata Share”; 

     (iv)
Increase the amount of the Revolving Loan
Commitment or Term Loan Commitment of any Lender hereunder or increase any
Lender’s Pro Rata Share; 

     (v)
Permit any Borrower to assign its rights under
this Agreement; 

     (vi)
Other than pursuant to a transaction permitted by
the terms of this Agreement, release any guarantor from its obligations under
its respective Guaranty or release all or substantially all of the Collateral;
or 

     (vii)
Amend this Section 9.3. 

No amendment of any provision of this
Agreement relating to (a) the Administrative Agent shall be effective without
the written consent of the Administrative Agent, (b) Swing Line Loans shall be
effective without the written consent of the Swing Line Bank and (c) the Issuing
Bank shall be effective without the written consent of the Issuing Bank. The
Administrative Agent may waive payment of the fee required under Section 13.3(C) without
obtaining the consent of any of the Lenders. 

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ARTICLE X: GENERAL PROVISIONS


     10.1. Survival of Representations. All
representations and warranties of the Company contained in this Agreement shall
survive delivery of this Agreement and the making of the Loans herein
contemplated so long as any principal, accrued interest, fees, or any other
amount due and payable under any Loan Document is outstanding and unpaid (other
than contingent reimbursement and indemnification obligations). 

     10.2.
Governmental Regulation. Anything contained in this Agreement to the contrary
notwithstanding, no Lender shall be obligated to extend credit to any Borrower
in violation of any limitation or prohibition provided by any applicable statute
or regulation. 

     10.3.
Accounting.
Except as provided to the contrary herein, all accounting terms used in the
calculation of any financial covenant or test shall be interpreted and all
accounting determinations hereunder in the calculation of any financial covenant
or test shall be made in accordance with Agreement Accounting Principles. If,
subsequent to the Restatement Effective Date, any changes in generally accepted
accounting principles as in effect in the United States of America are required
or permitted and are adopted by the Company or any of its Subsidiaries with the
agreement of its independent certified public accountants and such changes
result in a change in the method of calculation of any of the financial
covenants set forth in Section
7.4 or any other financial test set forth in
this Agreement or in the related definitions or terms used therein
(“Accounting Changes”), the parties hereto agree, at the Company’s request, to
enter into negotiations, in good faith, in order to amend such provisions in a
credit neutral manner so as to reflect equitably such changes with the desired
result that the criteria for evaluating the Company’s and its Subsidiaries’
financial condition shall be the same after such changes as if such changes had
not been made; provided, however, that until such provisions are amended in a manner
reasonably satisfactory to the Administrative Agent and the Required Lenders, no
Accounting Change shall be given effect in such calculations. In the event such
amendment is entered into, all references in this Agreement to Agreement
Accounting Principles in connection with the financial covenants set forth in
Section 7.4
and each other financial test set forth in this Agreement shall mean generally
accepted accounting principles as in effect in the United States of America as
of the Restatement Effective Date but giving effect to the relevant Accounting
Changes, subject to further modification in accordance with this Section 10.3.
Notwithstanding any other provision contained herein (including the definition
of Agreement Accounting Principles), all terms of an accounting or financial
nature used herein shall be construed, and all computations of amounts and
ratios referred to herein shall be made, (i) without giving effect to any
election under Accounting Standards Codification 825-10-25 (or any other
Accounting Standards Codification or Financial Accounting Standard having a
similar result or effect) to value any Indebtedness or other liabilities of the
Company or any Subsidiary at “fair value”, as defined therein and (ii) without
giving effect to any treatment of indebtedness in respect of convertible debt
instruments under Accounting Standards Codification 470-20 (or any other
Accounting Standards Codification or Financial Accounting Standard having a
similar result or effect) to value any such indebtedness in a reduced or
bifurcated manner as described therein, and such indebtedness shall at all times
be valued at the full stated principal amount thereof. For the avoidance of
doubt, the foregoing statement shall apply only to treatment of financial
concepts in this Agreement (including determinations of Indebtedness and the
calculation of the financial covenants) and not to the manner in which the
Company prepares its financial statements (it being
understood that appropriate adjustments shall be made for purposes of the
Compliance Certificate or any other demonstration or determination of compliance
with the applicable provisions of this Agreement).

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     10.4. Headings. Section headings in the Loan
Documents are for convenience of reference only, and shall not govern the
interpretation of any of the provisions of the Loan Documents. 

     10.5.
Entire Agreement. The Loan Documents embody the entire agreement and understanding among
the Borrowers, the Administrative Agent and the Lenders and supersede all prior
agreements and understandings among the Borrowers, the Administrative Agent and
the Lenders relating to the subject matter thereof other than any prior
agreements and understandings that are expressly stated to survive the
effectiveness hereof. 

     10.6.
Several Obligations; Benefits of this
Agreement. The respective obligations of the
Lenders hereunder are several and not joint and no Lender shall be the partner
or agent of any other Lender (except to the extent to which the Administrative
Agent is authorized to act as such). The failure of any Lender to perform any of
its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit upon any Person other than the parties to this Agreement and
their respective successors and assigns. 

     10.7.
Expenses; Indemnification. 

     (A) Expenses. The Borrowers shall
reimburse the Administrative Agent and the Arrangers for any reasonable costs
and out-of-pocket expenses (including reasonable fees and expenses of one
primary counsel and one additional local counsel in each applicable jurisdiction
for the Administrative Agent, and additional counsels in light of actual or
potential conflicts of interest or the availability of different claims or
defenses) paid or incurred by the Administrative Agent or the Arrangers in
connection with the preparation, negotiation, execution, delivery, syndication,
review, amendment, modification, distribution (including, without limitation,
via the internet) and administration of the Loan Documents, including (without
limiting the generality of the foregoing), consultant’s fees and expenses
(provided, so long as no Default or Unmatured Default has occurred and is
continuing, such consultant is engaged with the consent of the Company). The
Borrowers also agree to reimburse the Administrative Agent, the Arrangers and
the Lenders for any reasonable costs and out-of-pocket expenses (including
reasonable attorneys’ and paralegals’ fees and time charges of outside counsel
and paralegals for the Administrative Agent, the Arrangers and the Lenders) paid
or incurred by the Administrative Agent, the Arrangers or any Lender in
connection with the collection of the Secured Obligations and protection of
rights under, and enforcement of, the Loan Documents, including any such
expenses incurred during any workout, restructuring or negotiations in respect
of any of the Secured Obligations. 

99 







     (B) Indemnity. The Borrowers further agree
to defend, protect, indemnify and hold harmless the Administrative Agent, any
Syndication Agent, any Documentation Agent, each Arranger, each Lender and the
Issuing Bank and each of their respective Affiliates, and each of such Agents’,
Arrangers’, Lenders’, Issuing Bank and Affiliates’ respective officers,
directors, trustees, investment advisors, employees, attorneys and agents
(collectively, the “Indemnitees”), based upon its
obligations, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs, expenses of any
kind or nature whatsoever (including, without limitation, the fees and
disbursements of outside counsel for such Indemnitees in connection with any
investigative, administrative or judicial proceeding, whether or not such
Indemnitees shall be designated a party thereto), imposed on, incurred by or
asserted against such Indemnitees in any manner relating to or arising out of
this Agreement or any of the other Loan Documents, or any act, event or
transaction related or attendant thereto or to the making of the Loans, and the
issuance of and participation in Letters of Credit hereunder, the management of
such Loans or Letters of Credit, the use or intended use of the proceeds of the
Loans or Letters of Credit hereunder, or any of the other transactions
contemplated by the Loan Documents, or any liabilities, obligations,
responsibilities, losses, damages, personal injury, death, punitive damages,
economic damages, consequential damages, treble damages, intentional, willful or
wanton injury, damage or threat to the environment, natural resources or public
health or welfare, costs and expenses (including, without limitation, attorney,
expert and consulting fees and costs of investigation, feasibility or remedial
action studies), fines, penalties and monetary sanctions, interest, direct or
indirect, known or unknown, absolute or contingent, past, present or future
relating to violation of any Environmental Laws arising from or in connection
with the past, present or future operations of the Company, its Subsidiaries or
any of their respective predecessors in interest, or, the past, present or
future environmental, health or safety condition of any respective property of
the Company or its Subsidiaries, the presence of asbestos-containing materials
at any respective property of the Company or its Subsidiaries or the Release or
threatened Release of any Contaminant into the environment (collectively, the
“Indemnified Matters”); provided, however, the Borrowers shall not have any obligation to an Indemnitee
hereunder with respect to Indemnified Matters to the extent found in a final
non-appealable judgment by a court of competent jurisdiction to have arisen from
the willful misconduct or gross negligence of such Indemnitee with respect to
the Loan Documents. If the undertaking to indemnify, pay and hold harmless set
forth in the preceding sentence may be unenforceable because it is violative of
any law or public policy, each Borrower shall contribute the maximum portion
which it is permitted to pay and satisfy under applicable law, to the payment
and satisfaction of all Indemnified Matters incurred by the Indemnitees.


     (C)
Waiver of Certain Claims; Settlement of
Claims. Each Borrower further agrees to
assert no claim against any of the Indemnitees on any theory of liability
seeking consequential, special, indirect, exemplary or punitive damages. No
settlement shall be entered into by the Company or any of its Subsidiaries with
respect to any claim, litigation, arbitration or other proceeding relating to or
arising out of the transactions evidenced by this Agreement and the other Loan
Documents unless such settlement releases all Indemnitees from any and all
liability with respect thereto. 

     (D) Survival of Agreements. The
obligations and agreements of the Borrowers under this Section 10.7 and each other
provision hereunder or in any other Loan Document whereby the Company or any of
its Subsidiaries agrees to reimburse or indemnify any Holder of Secured
Obligations shall survive the termination of this Agreement. 

     10.8.
Numbers of Documents. All statements, notices, closing documents and requests
hereunder (other than (i) notices described in the first sentence of
Section 2.15 and (ii) notices and other communications
delivered to the Administrative Agent and the Lenders by electronic
communication in accordance with Section
14.1(B)) shall be furnished to the
Administrative Agent with sufficient counterparts so that the Administrative
Agent may furnish one to each of the Lenders. 

100 







     10.9. Confidentiality. Each Lender agrees to
hold any confidential information which it may receive from the Company or any
of its Subsidiaries pursuant to this Agreement in confidence, except for
disclosure (i) to its Affiliates and to other Lenders and their respective
Affiliates, (ii) to legal counsel, accountants and other professional advisors
to such Lender or to a Transferee, (iii) to regulatory officials, (iv) to any
Person as requested pursuant to or as required by law, regulation or legal
process, (v) to any Person as may be required by law in connection with any
legal proceeding to which such Lender is a party, (vi) to such Lender’s direct
or indirect contractual counterparties in interest rate swap agreements or
credit derivative transactions relating to the Loans or to legal counsel,
accountants and other professional advisors to such counterparties or to any
credit insurance providers relating to the Borrowers and their obligations,
(vii) as permitted by Section
13.4 and (viii) to rating agencies if
requested or required by such agencies in connection with a rating relating to
the Advances hereunder. 

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

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

AS USED IN THE FOREGOING TWO
PARAGRAPHS, “RELATED PARTIES” MEANS, WITH RESPECT TO ANY SPECIFIED PERSON, SUCH
PERSON’S AFFILIATES AND THE RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS
AND ADVISORS OF SUCH PERSON AND SUCH PERSON’S AFFILIATES. 

     10.10. Severability of
Provisions. Any provision in any Loan
Document that is held to be inoperative, unenforceable, or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining
provisions in that jurisdiction or the operation, enforceability, or validity of
that provision in any other jurisdiction, and to this end the provisions of all
Loan Documents are declared to be severable. 

101 







     10.11. Nonliability of Lenders. The
relationship between the Borrowers and the Lenders and the Administrative Agent
shall be solely that of borrowers and lender. Neither the Administrative Agent
nor any Lender shall have any fiduciary responsibilities to the Borrowers.
Neither the Administrative Agent nor any Lender undertakes any responsibility to
the Borrowers to review or inform the Borrowers of any matter in connection with
any phase of the Borrowers’ business or operations. 

     10.12. GOVERNING LAW. ANY DISPUTE BETWEEN THE
BORROWERS AND THE ADMINISTRATIVE AGENT, THE ARRANGERS OR ANY LENDER ARISING OUT
OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
AMONG THE BORROWERS AND THE ADMINISTRATIVE AGENT, THE ARRANGERS OR THE LENDERS
IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND
WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

     10.13. CONSENT TO JURISDICTION; SERVICE OF
PROCESS; JURY TRIAL. NON-EXCLUSIVE JURISDICTION. EACH
BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY
UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND
EACH BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT
IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER IN
THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY BORROWER
AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE
ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL
BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK. 

     (B) SERVICE OF PROCESS. 

     (i) EACH BORROWER WAIVES PERSONAL SERVICE OF ANY PROCESS UPON IT AND
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY WRITS, PROCESS OR
SUMMONSES IN ANY SUIT, ACTION OR PROCEEDING BY THE MAILING THEREOF BY THE
ADMINISTRATIVE AGENT OR THE LENDERS BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO THE COMPANY ADDRESSED AS PROVIDED HEREIN. NOTHING HEREIN
SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF THE ADMINISTRATIVE AGENT OR
THE LENDERS TO SERVE ANY SUCH WRITS, PROCESS OR SUMMONSES IN ANY OTHER MANNER
PERMITTED BY APPLICABLE LAW.

102 








     (ii) THE SUBSIDIARY BORROWER HEREBY IRREVOCABLY APPOINTS THE
COMPANY AS ITS AGENT FOR SERVICE OF PROCESS IN ANY PROCEEDING REFERRED TO IN
THIS SECTION
10.13 AND AGREES THAT SERVICE OF
PROCESS IN ANY SUCH PROCEEDING MAY BE MADE BY MAILING OR DELIVERING A COPY
THEREOF TO IT CARE OF THE COMPANY AT ITS ADDRESS FOR NOTICES SET FORTH IN
ARTICLE XIV OF THIS AGREEMENT.


    
(C) WAIVER OF JURY
TRIAL. EACH
OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING
OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT
OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EACH OF THE PARTIES
HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY. 

103 







     
10.14. Subordination of Intercompany Indebtedness. Each Borrower agrees that all Intercompany Indebtedness held by such
Borrower shall be subordinate and subject in right of payment to the prior
payment, in full and in cash, of all Secured Obligations; provided, that, and not in
contravention of the foregoing, so long as no Default has occurred and is
continuing such Borrower may make loans to and receive payments in the ordinary
course with respect to such Intercompany Indebtedness from the related obligor.
Notwithstanding any right of any Borrower to ask, demand, sue for, take or
receive any payment from any obligor on such Intercompany Indebtedness (an
“Obligor”), all rights, liens and security interests of such Borrower, whether
now or hereafter arising and howsoever existing, in any assets of any other
Obligor shall be and are subordinated to the rights of the Holders of Secured
Obligations and the Administrative Agent in those assets. No Borrower shall have
any right to possession of any such asset or to foreclose upon any such asset,
whether by judicial action or otherwise, prior to the satisfaction of all of the
Secured Obligations (other than contingent indemnity obligations) and the
termination of all financing arrangements pursuant to any Loan Document or
Hedging Agreement among the Borrowers and the Lenders (and their Affiliates). If
all or any part of the assets of any Obligor, or the proceeds thereof, are
subject to any distribution, division or application to the creditors of such
Obligor, whether partial or complete, voluntary or involuntary, and whether by
reason of liquidation, bankruptcy, arrangement, receivership, assignment for the
benefit of creditors or any other action or proceeding, or if the
business of any such Obligor is dissolved or if substantially all of the assets
of any such Obligor are sold, then, and in any such event (such events being
herein referred to as an “Insolvency
Event”), any payment or distribution of
any kind or character, either in cash, securities or other property, which shall
be payable or deliverable upon or with respect to any Intercompany Indebtedness
shall be paid or delivered directly to the Administrative Agent for application
on any of the Secured Obligations, due or to become due, until all of the
Secured Obligations (other than contingent indemnity obligations) shall have
been satisfied in full and all financing arrangements pursuant to any Loan
Document or Hedging Agreement among the Borrowers and the Lenders (and their
Affiliates) shall have been terminated. Should any payment, distribution,
security or instrument or proceeds thereof be received by such Borrower upon or
with respect to the Intercompany Indebtedness in contravention of this Agreement
after the occurrence of a Default, including, without limitation, an event
described in Section 8.1(F)
 or (G), prior to the satisfaction of all of the Secured Obligations
(other than contingent indemnity obligations) and the termination of all
financing arrangements pursuant to any Loan Document or Hedging Agreement among
the Borrowers and the Lenders (and their Affiliates), such Borrower shall
receive and hold the same in trust, as trustee, for the benefit of the Holders
of Secured Obligations and shall forthwith deliver the same to the
Administrative Agent, for the benefit of such Persons, in precisely the form
received (except for the endorsement or assignment of the Borrowers where
necessary), for application to any of the Secured Obligations, due or not due,
and, until so delivered, the same shall be held in trust by such Borrower as the
property of the Holders of Secured Obligations. If any Borrower fails to make
any such endorsement or assignment to the Administrative Agent, the
Administrative Agent or any of its officers or employees are irrevocably
authorized to make the same. Each Borrower agrees that until the Secured
Obligations (other than the contingent indemnity obligations) have been paid in
full (in cash) and satisfied and all financing arrangements pursuant to any Loan
Document or Hedging Agreement among the Borrowers and the Lenders (and their
Affiliates) have been terminated, no Borrower will assign or transfer to any
Person any Intercompany Indebtedness. Notwithstanding the foregoing, no action
or omission contemplated by this Section
10.14 shall be permitted or required to the
extent such action or omission would cause a Deemed Dividend Problem.


     
10.15. Performance of Obligations. Each
Borrower agrees that the Administrative Agent may, but shall have no obligation
to (i) at any time, pay or discharge taxes, liens, security interests or other
encumbrances levied or placed on or threatened against any Collateral and (ii)
after the occurrence and during the continuance of a Default make any other
payment or perform any act required of any Loan Party under any Loan Document or
take any other action which the Administrative Agent in its discretion deems
necessary or desirable to protect or preserve the Collateral, including, without
limitation, any action to (y) effect any repairs or obtain any insurance called
for by the terms of any of the Loan Documents and to pay all or any part of the
premiums therefor and the costs thereof and (z) pay any rents payable by any
Loan Party which are more than 30 days past due, or as to which the landlord has
given notice of termination, under any lease. The Administrative Agent shall use
its best efforts to give the Company notice of any action taken under this
Section 10.15 prior to the taking of such action or promptly thereafter provided the
failure to give such notice shall not affect any Loan Party’s obligations in
respect thereof. Each Borrower agrees to pay the Administrative Agent, upon
demand, the principal amount of all funds advanced by the Administrative Agent
under this Section 10.15, together with interest thereon at the rate from time to time
applicable to Floating Rate Loans from the date of such
advance until the outstanding principal balance thereof is paid in full. If any
Borrower fails to make payment in respect of any such advance under this
Section 10.15 within one (1) Business Day after the date the Company receives written
demand therefor from the Administrative Agent, the Administrative Agent shall
promptly notify each Lender and each Lender agrees that it shall thereupon make
available to the Administrative Agent, in Dollars in immediately available
funds, the amount equal to such Lender’s Pro Rata Share of such advance. If such
funds are not made available to the Administrative Agent by such Lender within
one (1) Business Day after the Administrative Agent’s demand therefor, the
Administrative Agent will be entitled to recover any such amount from such
Lender together with interest thereon at the Federal Funds Effective Rate for
each day during the period commencing on the date of such demand and ending on
the date such amount is received. The failure of any Lender to make available to
the Administrative Agent its Pro Rata Share of any such unreimbursed advance
under this Section 10.15 shall neither relieve any other Lender of its obligation
hereunder to make available to the Administrative Agent such other Lender’s Pro
Rata Share of such advance on the date such payment is to be made nor increase
the obligation of any other Lender to make such payment to the Administrative
Agent. All outstanding principal of, and interest on, advances made under this
Section 10.3 shall constitute Secured Obligations secured by the Collateral until
paid in full by the Borrowers. 

104 







ARTICLE XI: THE ADMINISTRATIVE AGENT


     11.1. Appointment; Nature of Relationship.
JPMCB is appointed by the Lenders as the Administrative Agent hereunder and
under each other Loan Document, and each of the Lenders irrevocably authorizes
the Administrative Agent to act as the contractual representative of such Lender
with the rights and duties expressly set forth herein and in the other Loan
Documents. The Administrative Agent agrees to act as such contractual
representative upon the express conditions contained in this Article XI. Notwithstanding
the use of the defined term “Administrative Agent,” it is expressly understood
and agreed that the Administrative Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement and that the
Administrative Agent is merely acting as the representative of the Lenders with
only those duties as are expressly set forth in this Agreement and the other
Loan Documents. In its capacity as the Lenders’ contractual representative, the
Administrative Agent (i) does not assume any fiduciary duties to any of the
Lenders, (ii) is a “representative” of the Lenders within the meaning of the
Uniform Commercial Code as in effect from time to time in the State of New York
(or any successor provision), (iii) is acting as an independent contractor, the
rights and duties of which are limited to those expressly set forth in this
Agreement and the other Loan Documents and (iv) except as expressly set forth
herein, shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Company or any of its
Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity. Each of the
Lenders, for itself and on behalf of its affiliates, agrees to assert no claim
against the Administrative Agent on any agency theory or any other theory of
liability for breach of fiduciary duty, all of which claims each Lender waives.


     11.2. Powers. The Administrative Agent shall
have and may exercise such powers under the Loan Documents as are specifically
delegated to the Administrative Agent by the terms of each thereof, together
with such powers as are reasonably incidental thereto. The Administrative Agent
shall have no implied duties or fiduciary duties to the Lenders, or any obligation to the Lenders to take any action hereunder or
under any of the other Loan Documents except any action specifically provided by
the Loan Documents required to be taken by the Administrative Agent.


105 







     11.3. General Immunity. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be liable to the Borrowers, the Lenders or any Lender for any action taken
or omitted to be taken by it or them hereunder or under any other Loan Document
or in connection herewith or therewith except to the extent such action or
inaction is found to have been caused by the gross negligence or willful
misconduct of such Person. 

    
11.4. No Responsibility for Loans, Creditworthiness, Recitals,
Etc.
Neither the Administrative Agent nor any of its directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into,
or verify (i) any statement, warranty or representation made in connection with
any Loan Document or any borrowing hereunder; (ii) the performance or observance
of any of the covenants or agreements of any obligor under any Loan Document;
(iii) the satisfaction of any condition specified in Article V, except receipt of items
required to be delivered solely to the Administrative Agent; (iv) the existence
or possible existence of any Default or (v) the validity, effectiveness or
genuineness of any Loan Document or any other instrument or writing furnished in
connection therewith. The Administrative Agent shall not be responsible to any
Lender for any recitals, statements, representations or warranties herein or in
any of the other Loan Documents for perfection or priority of the Liens on any
collateral subject to the Loan Documents, the execution, effectiveness,
genuineness, validity, legality, enforceability, collectibility, or sufficiency
of this Agreement or any of the other Loan Documents or the transactions
contemplated thereby, or for the financial condition of any guarantor of any or
all of the Obligations, the Company or any of its Subsidiaries. 

    
11.5. Action on Instructions of Lenders. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder and under any other Loan Document in
accordance with written instructions signed by the Required Lenders (or the
Required Revolving Loan Lenders or all of the Lenders, in each case in the event
that and to the extent that this Agreement expressly requires such), and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders and on all owners of Loans. Upon receipt of any
such instructions from the Required Lenders (or the Required Revolving Loan
Lenders or all of the Lenders, in each case in the event that and to the extent
that this Agreement expressly requires such), the Administrative Agent shall be
permitted to act on behalf of the full principal amount of the Obligations. The
Administrative Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action. 

    
11.6. Employment of Administrative Agent and Counsel. The Administrative Agent may execute any of its duties as the
Administrative Agent hereunder and under any other Loan Document by or through
employees, agents and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Administrative Agent shall be entitled
to advice of counsel concerning the contractual arrangement between the Administrative Agent and the Lenders and all
matters pertaining to the Administrative Agent’s duties hereunder and under any
other Loan Document. 

106 







     11.7. Reliance on Documents; Counsel. The
Administrative Agent shall be entitled to rely upon any notice, consent,
certificate, affidavit, letter, telegram, statement, paper or document believed
by it to be genuine and correct and to have been signed or sent by the proper
person or persons, and, in respect to legal matters, upon the opinion of counsel
selected by the Administrative Agent, which counsel may be employees of the
Administrative Agent. 

    
11.8. The Administrative Agent’s Reimbursement and
Indemnification. The Lenders agree to
reimburse and indemnify the Administrative Agent ratably in proportion to their
respective Pro Rata Shares (i) for any amounts not reimbursed by the Borrowers
for which the Administrative Agent is entitled to reimbursement by the Borrowers
under the Loan Documents, (ii) for any other expenses incurred by the
Administrative Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents and (iii) for any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of the
Loan Documents or any other document delivered in connection therewith or the
transactions contemplated thereby, or the enforcement of any of the terms
thereof or of any such other documents; provided, that no Lender shall be
liable for any of the foregoing to the extent any of the foregoing is found in a
final non-appealable judgment by a court of competent jurisdiction to have
arisen solely from the gross negligence or willful misconduct of the
Administrative Agent. The obligations and agreements of the Lenders under this
Section 11.8 shall survive the termination of this Agreement. 

    
11.9. Rights as a Lender. With respect to
its Revolving Loan Commitment, Loans made by it and Letters of Credit issued by
it, the Administrative Agent shall have the same rights and powers hereunder and
under any other Loan Document as any Lender or Issuing Bank and may exercise the
same as though it were not the Administrative Agent, and the term “Lender” or
“Lenders”, “Issuing Bank” or “Swing Line Bank” shall, unless the context
otherwise indicates, include the Administrative Agent in its individual
capacity. The Administrative Agent may accept deposits from, lend money to, and
generally engage in any kind of trust, debt, equity or other transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Company or any of its Subsidiaries in which such Person is not
prohibited hereby from engaging with any other Person. 

    
11.10. Lender Credit Decision. Each Lender
acknowledges that it has, independently and without reliance upon the
Administrative Agent, the Arrangers or any other Lender and based on the
financial statements prepared by the Company and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and the other Loan Documents. Each Lender
also acknowledges that it will, independently and without reliance upon the
Administrative Agent, the Arrangers 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 this
Agreement and the other Loan Documents. 

107 







    
11.11. Successor Administrative Agent. The
Administrative Agent may resign at any time by giving written notice thereof to
the Lenders and the Company. Upon any such resignation, the Required Lenders
shall have the right to appoint, on behalf of the Borrowers and the Lenders, a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within thirty (30) days after the retiring Administrative Agent’s
giving notice of resignation, then the retiring Administrative Agent may
appoint, on behalf of the Borrowers and the Lenders, a successor Administrative
Agent. Notwithstanding anything herein to the contrary, so long as no Default
has occurred and is continuing, each such successor Administrative Agent shall
be subject to approval by the Company, which approval shall not be unreasonably
withheld or delayed. Such successor Administrative Agent shall be a commercial
bank having capital and retained earnings of at least $500,000,000. Upon the
acceptance of any appointment as the Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents. After any retiring Administrative Agent’s resignation
hereunder as Administrative Agent, the provisions of this Article XI shall continue
in effect for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as the Administrative Agent hereunder and under the
other Loan Documents. 

    
11.12. No Duties Imposed Upon Syndication Agents, Documentation Agents or
Arrangers. No Person identified on the cover page to this Agreement, the signature
pages to this Agreement or otherwise in this Agreement as a “Syndication Agent”,
a “Documentation Agent” or an “Arranger” shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than,
if such Person is a Lender, those applicable to all Lenders as such. Without
limiting the foregoing, no Person identified on the cover page to this
Agreement, the signature pages to this Agreement or otherwise in this Agreement
as a “Syndication Agent”, a “Documentation Agent” or an “Arranger” shall have or
be deemed to have any fiduciary duty to or fiduciary relationship with any
Lender. In addition to the agreement set forth in Section 11.10, each of the Lenders acknowledges that it has not relied, and
will not rely, on any Person so identified in deciding to enter into this
Agreement or in taking or not taking action hereunder. 

    
11.13. Notice of Default. The Administrative
Agent shall not be deemed to have knowledge or notice of the occurrence of any
Default or Unmatured Default hereunder unless the Administrative Agent has
received written notice from a Lender or the Company referring to this Agreement
describing such Default or Unmatured Default and stating that such notice is a
“notice of default”. In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall give prompt notice thereof to the
Lenders. 

    
11.14. Delegation to Affiliates. The
Borrowers and the Lenders agree that the Administrative Agent may delegate any
of its duties under this Agreement to any of its Affiliates. Any such Affiliate
(and such Affiliate’s directors, officers, agents and employees) which performs
duties in connection with this Agreement shall be entitled to the same benefits
of the indemnification, waiver and other protective provisions to which the
Administrative Agent is entitled under terms of this Agreement. 

108 







     11.15. Authority with Respect to Guarantees and Collateral
Documents. 

    
(A) Authority to Take
Action. Each Lender authorizes the
Administrative Agent to enter into each of the Guarantees, Collateral Documents
and related intercreditor agreements to which the Administrative Agent is or may
become a party and to take all action contemplated by such documents. Each
Lender agrees that no Holder of Secured Obligations (other than the
Administrative Agent) shall have the right individually to independently enforce
or seek to realize upon the security granted by any Guaranty or Collateral
Document, it being understood and agreed that such rights and remedies may be
exercised solely by the Administrative Agent for the benefit of the Holders of
Secured Obligations or Holders of Secured Obligations, as applicable, upon the
terms of such documents. In furtherance and without limitation of the foregoing,
the Administrative Agent is hereby authorized and given a power of attorney by
and on behalf of each of the Holders of Secured Obligations to execute any
Guaranty or Collateral Document necessary or appropriate to guarantee the
Secured Obligations or grant and perfect a Lien on any Collateral in favor of
the Administrative Agent on behalf of the Holders of Secured Obligations, if
necessary. 

    
(B) Authority to
Release. The Lenders hereby authorize the
Administrative Agent, at its option and in its discretion, to release any
Subsidiary Guarantor from its obligations under any of the Guarantees and
release or subordinate any Lien granted to the Administrative Agent upon any
Collateral (i) upon termination of the Commitments and payment and satisfaction
of all of the Obligations at any time arising under or in respect of this
Agreement or the Loan Documents and Hedging Agreements or the transactions
contemplated hereby or thereby (which satisfaction, in the case of outstanding
Letters of Credit, may take the form of a backstop letter of credit from an
issuer acceptable to the Administrative Agent or cash collateral); (ii) in
connection with any transaction which is permitted by this Agreement (including,
without limitation, the permitted sale by the Company or any Subsidiary of one
hundred percent (100%) of the Capital Stock of any Subsidiary Guarantor or
Pledge Subsidiary owned by the Company and its Subsidiaries or a dissolution or
liquidation of a Subsidiary Guarantor permitted by Section 7.3(B)(iii)), (iii)
as required pursuant to Section
7.2(K) or Section 7.2(L) or (iv) if approved,
authorized or ratified in writing by the Required Lenders, unless any such
release is required to be approved by all of the Lenders hereunder. Upon request
by the Administrative Agent at any time, the Lenders will confirm in writing the
Administrative Agent’s authority to release particular Subsidiary Guarantors or
types or items of Collateral pursuant to this Section 11.15(B). 

    
(C) Further Documents, etc.
Upon any sale or transfer of assets
constituting Collateral which is permitted pursuant to the terms of any Loan
Document, or consented to in writing by the Required Lenders or all of the
Lenders, as applicable, and upon at least five Business Days’ prior written
request by the Company, the Administrative Agent shall (and is hereby
irrevocably authorized by the Lenders to) execute such documents as may be
necessary to evidence the release of the Liens granted to the Administrative
Agent for the benefit of the Holders of Secured Obligations herein or pursuant
hereto upon the Collateral that was sold or transferred; provided, however, that (i) the
Administrative Agent shall not be required to execute any such document on terms
which, in the Administrative Agent’s opinion, would expose the Administrative
Agent to liability or create any obligation or entail any consequence other than
the release of such Liens without recourse or warranty, and (ii) such release
shall not in any manner discharge, affect or impair the Secured Obligations or
any Liens upon (or obligations of the Borrowers or any Subsidiary in respect of) all interests retained by the Borrowers or any
Subsidiary, including (without limitation) the proceeds of the sale, all of
which shall continue to constitute part of the Collateral. 

109 







     11.16. Foreign Collateral Authorizations.


    
(A) The Company, on its behalf and on behalf of its Subsidiaries, and
each Lender, on its behalf and on the behalf of its affiliated Holders of
Secured Obligations, hereby irrevocably constitute the Administrative Agent as
the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of
Article 2692 of the Civil Code of Québec) in order to hold hypothecs and
security granted by the Company or any Subsidiary on property pursuant to the
laws of the Province of Quebec to secure obligations of the Company or any
Subsidiary under any bond, debenture or similar title of indebtedness issued by
the Company or any Subsidiary in connection with this Agreement, and agree that
the Administrative Agent may act as the bondholder and mandatary with respect to
any bond, debenture or similar title of indebtedness that may be issued by the
Company or any Subsidiary and pledged in favor of the Holders of Secured
Obligations in connection with this Agreement. Notwithstanding the provisions of
Section 32 of the An Act respecting the special powers of legal persons
(Quebec), JPMorgan Chase Bank, N.A. as Administrative Agent may acquire and be
the holder of any bond issued by the Company or any Subsidiary in connection
with this Agreement (i.e., the fondé de
pouvoir may acquire and hold the first bond
issued under any deed of hypothec by the Company or any Subsidiary). 

    
(B) The Administrative Agent is hereby authorized to execute and deliver
any documents necessary or appropriate to create and perfect the rights of
pledge for the benefit of the Holders of Secured Obligations including a right
of pledge with respect to the entitlements to profits, the balance left after
winding up and the voting rights of the Company as ultimate parent of any
subsidiary of the Company which is organized under the laws of the Netherlands
and the Capital Stock of which is pledged in connection herewith (a “Dutch
Pledge”). Without prejudice to the provisions of this Agreement and the other
Loan Documents, the parties hereto acknowledge and agree with the creation of
parallel debt obligations of the Company or any relevant Subsidiary as will be
described in any Dutch Pledge (the “Parallel
Debt”), including that any payment received
by the Administrative Agent in respect of the Parallel Debt will - conditionally
upon such payment not subsequently being avoided or reduced by virtue of any
provisions or enactments relating to bankruptcy, insolvency, preference,
liquidation or similar laws of general application - be deemed a satisfaction of
a pro rata portion of the corresponding amounts of the Secured Obligations, and
any payment to the Holders of Secured Obligations in satisfaction of the Secured
Obligations shall - conditionally upon such payment not subsequently being
avoided or reduced by virtue of any provisions or enactments relating to
bankruptcy, insolvency, preference, liquidation or similar laws of general
application - be deemed as satisfaction of the corresponding amount of the
Parallel Debt. The parties hereto acknowledge and agree that, for purposes of a
Dutch Pledge, any resignation by the Administrative Agent is not effective until
its rights under the Parallel Debt are assigned to the successor Administrative
Agent. 

    
(C) The Administrative Agent shall administer any Collateral Document
which is governed by German law and is a pledge (Pfandrecht) or otherwise transferred
to any Holder of Secured Obligations under an accessory
security right (akzessorische Sicherheit) in the name and on behalf of the
Holder of Secured Obligations. In relation to any Collateral Document governed
by the laws of Germany, each party hereby authorizes the Administrative Agent to
accept as its representative any pledge or other creation of any accessory
security right made to such party in relation to this Agreement and to agree to
and execute on its behalf as its representative amendments, supplements and
other alterations to any Collateral Document governed by the laws of Germany
which creates a pledge or any other accessory security right and to release on
behalf of such party any Collateral Document governed by the laws of Germany in
accordance with the provisions herein and/or the provisions in the relevant
German law governed pledge agreement. 

110 







ARTICLE XII: SETOFF; RATABLE
PAYMENTS; APPLICATION OF PROCEEDS 

     12.1. Setoff. In addition to, and without
limitation of, any rights of the Holders of Secured Obligations under applicable
law, if any Default occurs and is continuing, any Indebtedness from any Holder
of Secured Obligations to any Borrower (including all account balances, whether
provisional or final and whether or not collected or available) may be offset
and applied toward the payment of the Secured Obligations owing to such Holder
of Secured Obligations, whether or not the Secured Obligations, or any part
hereof, shall then be due. It is understood and agreed that no deposits of the
Subsidiary Borrower or Indebtedness held by or owing to the Subsidiary Borrower
shall be offset by any Holder of Secured Obligations and applied towards the
Secured Obligations incurred solely by or on behalf of the Company unless the
Subsidiary Borrower shall be jointly and severally liable for all of the Secured
Obligations at such time pursuant to Section
1.4. 

    
12.2. Ratable Payments. If any Holder of
Secured Obligations, whether by setoff or otherwise, has payment made to it upon
its Secured Obligations (other than payments received pursuant to
Sections 2.14(E), 4.1, 4.2 or 4.4 or as otherwise provided herein) in a greater proportion than that
received by any other Holder of Secured Obligations, such Holder of Secured
Obligations agrees, promptly upon demand, to purchase a portion of the Secured
Obligations held by the other Holders of Secured Obligations so that after such
purchase each Holder of Secured Obligations will hold its ratable share of the
relevant Secured Obligations in accordance with Section 12.4. If any Holder of Secured
Obligations, whether in connection with setoff or amounts which might be subject
to setoff or otherwise, receives collateral or other protection for its Secured
Obligations or such amounts which may be subject to setoff, such Holder of
Secured Obligations agrees, promptly upon demand, to take such action necessary
such that all Holders of Secured Obligations share in the benefits of such
collateral ratably in proportion to the obligations owing to them. In case any
such payment is disturbed by legal process or otherwise, appropriate further
adjustments shall be made. 

    
12.3. Relations Among Lenders. Except with
respect to the exercise of set-off rights of any Lender in accordance with
Section 12.1, the proceeds of which are applied in accordance with this Agreement,
each Lender agrees that it will not take any action, nor institute any actions
or proceedings, against any Borrower or any other obligor hereunder or with
respect to any Loan Document, without the prior written consent of the Required
Lenders or, as may be provided in this Agreement or the other Loan Documents, at
the direction of the Administrative Agent. 

111 







     (B) The
Lenders are not partners or co-venturers, and no Lender shall be liable for the
acts or omissions of, or (except as otherwise set forth herein in case of the
Administrative Agent) authorized to act for, any other Lender. The
Administrative Agent shall have the exclusive right on behalf of the Lenders to
enforce on the payment of the principal of and interest on any Loan after the
date such principal or interest has become due and payable pursuant to the terms
of this Agreement. 

    
12.4. Application of Proceeds. The
Administrative Agent shall, unless otherwise specified at the direction of the
Required Lenders which direction shall be consistent with the last sentence of
this Section 12.4, apply all proceeds of Collateral to be applied to the Secured
Obligations in accordance with the Collateral Documents in the following order:


     (A) first, to pay interest on and then
principal of any portion of the Loans which the Administrative Agent may have
advanced on behalf of any Lender for which the Administrative Agent has not then
been reimbursed by such Lender or a Borrower; 

     (B) second, to pay interest on and then
principal of any advance made under Section
10.15 for which the Administrative Agent has
not then been paid by a Borrower or reimbursed by the Lenders; 

     (C) third, to pay Obligations in respect
of any fees, expense reimbursements or indemnities then due to the
Administrative Agent; 

     (D) fourth, to the ratable payment of
Obligations in respect of any fees, expenses, reimbursements or indemnities then
due to the Lenders, the Swing Line Bank and the Issuing Bank; 

     (E) fifth, to the ratable payment of
interest due in respect of Loans and L/C Obligations; 

     (F) sixth, ratably, to the payment or
prepayment of principal outstanding on Loans and Reimbursement Obligations and
to provide any cash collateral required pursuant to Section 3.11 or
otherwise; 

     (G) seventh, to the ratable payment of
the Hedging Obligations (including Foreign Obligations), Treasury Obligations
and Foreign Treasury Obligations, in each case, constituting Secured
Obligations; 

     (H) eighth, to the applicable Loan Party
or as a court of competent jurisdiction may otherwise direct. 

The order of priority set forth in this
Section 12.4 and the related provisions of this Agreement are set forth solely to
determine the rights and priorities of the Agent, the Lenders, the Swing Line
Bank, the Issuing Bank and other Holders of Secured Obligations as among
themselves. The order of priority set forth in clauses (D) through (H) of this Section 12.4 may at any
time and from time to time be changed by the Required Lenders without necessity
of notice to or consent of or approval by any Borrower, or any other Person;
provided,
that the order of priority of payments in respect of Swing Line Loans may be
changed only with the prior written consent of the Swing
Line Bank. The order of priority set forth in clauses (A) through (C) of this Section 12.4 may be changed only with the
prior written consent of the Administrative Agent. 

112 







     12.5. Disclosure. Each Borrower and each
Lender hereby acknowledges and agrees that JPMCB and/or its Affiliates from time
to time may hold investments in, make other loans to or have other relationships
with the Borrowers and their respective Affiliates. 

    
12.6. Nonreliance. Each Lender hereby
represents that it is not relying on or looking to any Margin Stock for the
repayment of the Loans and Reimbursement Obligations provided for herein.


    
12.7. Representations and Covenants Among Lenders. Each Lender represents and covenants for the benefit of all other
Lenders and the Administrative Agent that such Lender is not satisfying and
shall not satisfy any of its obligations pursuant to this Agreement with any
assets considered for any purposes of ERISA or Section 4975 of the Code to be
assets of or on behalf of any “plan” as defined in Section 3(3) of ERISA or
Section 4975 of the Code, regardless of whether subject to ERISA or Section 4975
of the Code. 

ARTICLE XIII: BENEFIT OF AGREEMENT;
ASSIGNMENTS; PARTICIPATIONS 

    
13.1. Successors and Assigns. The terms and
provisions of the Loan Documents shall be binding upon and inure to the benefit
of the Borrowers, the Administrative Agent and the Lenders and their respective
successors and assigns permitted hereby, except that (i) no Borrower shall have
the right to assign its rights or obligations under the Loan Documents without
the prior written consent of each Lender, (ii) any assignment by any Lender must
be made in compliance with Section
13.3, and (iii) any transfer by Participants
must be made in compliance with Section
13.2. Any attempted assignment or transfer by
any party not made in compliance with this Section 13.1 (except as otherwise
consented to in accordance with the terms of this Agreement) shall be null and
void, unless such attempted assignment or transfer is treated as a participation
in accordance with Section
13.3(C). The parties to this Agreement
acknowledge that clause (ii) of this Section
13.1 relates only to absolute assignments and
this Section 13.1 does not prohibit assignments creating security interests, including,
without limitation, (x) any pledge or assignment by any Lender of all or any
portion of its rights under this Agreement and any promissory note issued
hereunder to a Federal Reserve Bank, (y) in the case of a Lender which is a
Fund, any pledge or assignment of all or any portion of its rights under this
Agreement and any promissory note issued hereunder to its trustee in support of
its obligations to its trustee or (z) any pledge or assignment by any Lender of
all or any portion of its rights under this Agreement and any promissory note
issued hereunder to direct or indirect contractual counterparties in interest
rate swap agreements or credit derivative transactions relating to the Loans;
provided,
however,
that no such pledge or assignment creating a security interest shall release the
transferor Lender from its obligations hereunder unless and until the parties
thereto have complied with the provisions of Section 13.3. The Administrative Agent
may treat the Person which made any Loan or which holds any promissory note
issued hereunder as the owner thereof for all purposes hereof unless and until
such Person complies with Section
13.3;
provided,
however,
that the Administrative Agent may in its discretion (but shall not be required
to) follow instructions from the Person which made any Loan or which holds any
promissory note issued hereunder to direct payments relating to such Loan or
promissory note issued hereunder to another Person. Any
assignee of the rights to any Loan or any promissory note issued hereunder
agrees by acceptance of such assignment to be bound by all the terms and
provisions of the Loan Documents. Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or
consent is the owner of the rights to any Loan (whether or not a promissory note
has been issued hereunder in evidence thereof), shall be conclusive and binding
on any subsequent holder or assignee of the rights to such Loan.


113 







     13.2. Participations.Permitted Participants; Effect. Any Lender may at any time sell to one or more banks or other entities
(“Participants”) participating interests in any Revolving Credit Obligations
or Term Loans of such Lender, any promissory note issued hereunder held by such
Lender, any Revolving Loan Commitment of such Lender or any other interest of
such Lender under the Loan Documents. In the event of any such sale by a Lender
of participating interests to a Participant, such Lender’s obligations under the
Loan Documents shall remain unchanged, such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
such Lender shall remain the owner of its Revolving Credit Obligations and Term
Loans, as applicable, and the holder of any promissory note issued to it
hereunder in evidence thereof for all purposes under the Loan Documents, all
amounts payable by the Borrowers under this Agreement shall be determined as if
such Lender had not sold such participating interests, and the Borrowers and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under the Loan
Documents. 

    
(B) Voting Rights. Each Lender shall retain the sole right to approve, without
the consent of any Participant, any amendment, modification or waiver of any
provision of the Loan Documents other than any amendment, modification or waiver
with respect to any Loan or Revolving Loan Commitment in which such Participant
has an interest which would require consent of all of the Lenders pursuant to
the terms of Section 9.3. 

    
(C) Benefit of Certain
Provisions. Each Borrower agrees that each
Participant shall be deemed to have the right of setoff provided in
Section 12.1 in respect of its participating interest in amounts owing under the Loan
Documents to the same extent as if the amount of its participating interest were
owing directly to it as a Lender under the Loan Documents; provided, that each Lender
shall retain the right of setoff provided in Section 12.1 with respect to the
amount of participating interests sold to each Participant. The Lenders agree to
share with each Participant, and each Participant, by exercising the right of
setoff provided in Section
12.1, agrees to share with each Lender, any
amount received pursuant to the exercise of its right of setoff, such amounts to
be shared in accordance with Section
12.2 as if each Participant were a Lender.
Each Borrower further agrees that each Participant shall be entitled to the
benefits of Section 2.14(E), Article IV and Section
10.7 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to Section 13.3;
provided,
that (i) a Participant shall not be entitled to receive any greater payment
under Section 2.14(E), Article IV or Section
10.7 than the Lender who sold the
participating interest to such Participant would have received had it retained
such interest for its own account, unless the sale of such interest to such
Participant is made with the prior written consent of the Company and (ii) any
Participant agrees to comply with the provisions of Section 2.14(E) and Article IV to the same
extent as if it were a Lender. Each Lender that sells a participation shall,
acting solely for this purpose as an agent of the Borrowers, maintain a register
on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Revolving Credit Obligations, Term Loans or other obligations
under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to
disclose all or any portion of the Participant Register (including the identity
of any Participant or any information relating to a Participant’s interest in
any Revolving Credit Obligations, Term Loans or its other obligations under any
Loan Document) to any Person except to the extent that such disclosure is
necessary to establish that such Revolving Credit Obligations, Term Loan or
other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be
conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the contrary.
For the avoidance of doubt, the Administrative Agent (in its capacity as
Administrative Agent) shall have no responsibility for maintaining a Participant
Register. 

114 







     13.3. Assignments.Permitted Assignments. Any Lender may
at any time assign to one or more banks or other entities (“Purchasers”) all or any
part of its rights and obligations under the Loan Documents. Such assignment
shall be evidenced by an agreement substantially in the form of Exhibit D or in such other
form as may be agreed to by the parties thereto (each such agreement, an
“Assignment Agreement”). Each such assignment with respect to a Purchaser which is
not a Lender, an Affiliate of a Lender or an Approved Fund shall, unless
otherwise consented to in writing by the Administrative Agent and, so long as no
Default has occurred and is continuing, the Company (provided that the Company
shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within ten (10) Business
Days after having received notice thereof) (i) in the case of any assignment of
any Revolving Loan Commitment or Revolving Credit Obligations, either be in an
amount equal to the entire applicable Revolving Loan Commitment and Revolving
Credit Obligations of the assigning Lender or (unless each of the Administrative
Agent and, if no Default has occurred and is continuing, the Company otherwise
consents) be in an aggregate amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof or (ii) in the case of any assignment of any Term
Loan, either be in an amount equal to the entire outstanding principal amount of
the Term Loans of the assigning Lender or (unless each of the Administrative
Agent and, if no Default has occurred and is continuing, the Company otherwise
consents) be in an aggregate amount of $1,000,000 or an integral multiple of
$1,000,000 in excess thereof. The amount of the assignment shall be based on the
Revolving Loan Commitment and Revolving Credit Obligations subject to the
assignment, determined as of the date of such assignment or as of the “Trade
Date,” if the “Trade Date” is specified in the Assignment Agreement.

    
(B) Consents. The consent of the Company shall be required prior to an assignment
becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or
an Approved Fund; provided, that the Company shall be deemed to have consented to any
such assignment unless it shall object thereto by written notice to the
Administrative Agent within ten (10) Business Days after having received notice
thereof, and provided, further, that the consent of the Company shall not be required if a
Default has occurred and is continuing. The consent of the Administrative Agent
shall be required prior to an assignment becoming effective; provided, that no consent
of the Administrative Agent shall be required for an assignment of all or any
portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved
Fund. The consent of the Issuing Bank shall be required
prior to an assignment being effective; provided, that no consent of the
Issuing Bank shall be required for an assignment of all or any portion of a Term
Loan or a 2014 Revolving Loan. Any consent required under this Section 13.3(B) shall not
be unreasonably withheld or delayed. 

115 







     (C)
Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an
Assignment Agreement, together with any consents required by Sections 13.3(A) and
13.3(B),
and (ii) payment of a $3,500 fee to the Administrative Agent for processing such
assignment (unless such fee is waived by the Administrative Agent or unless such
assignment is made to such assigning Lender’s Affiliate), such assignment shall
become effective on the effective date specified in such assignment. The
Assignment Agreement shall contain a representation and warranty by the
Purchaser to the effect that none of the funds, money, assets or other
consideration used to make the purchase and assumption of the Revolving Loan
Commitment, Revolving Credit Obligations and/or Term Loans under the applicable
Assignment Agreement constitutes “plan assets” as defined under ERISA and that
the rights, benefits and interests of the Purchaser in and under the Loan
Documents will not be “plan assets” under ERISA. On and after the effective date
of such assignment, such Purchaser shall for all purposes be a Lender party to
this Agreement and any other Loan Document executed by or on behalf of the
Lenders and shall have all the rights, benefits and obligations of a Lender
under the Loan Documents, to the same extent as if it were an original party
thereto, and the transferor Lender shall be released with respect to the
Revolving Credit Obligations and/or Term Loans assigned to such Purchaser
without any further consent or action by the Borrowers, the Lenders or the
Administrative Agent. In the case of an assignment covering all of the assigning
Lender’s rights, benefits and obligations under this Agreement, such Lender
shall cease to be a Lender hereunder but shall continue to be entitled to the
benefits of, and subject to, those provisions of this Agreement and the other
Loan Documents which survive payment of the Secured Obligations and termination
of the Loan Documents. Each partial assignment hereunder shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement; provided, that the foregoing shall not
be construed to prohibit the assignment of a proportionate part of all the
assigning Lender’s rights and obligations in respect of either the Revolving
Loans (and Revolving Loan Commitment) or Term Loans. Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply
with this Section 13.3 (except as otherwise consented to in accordance with the
terms of this Agreement) 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 Section 13.2. With respect to each assignment under this Section 13.3(C), the Purchaser, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire in which the assignee designates one or more Credit Contacts to
whom all syndicate-level information (which may contain material non-public
information about the Company and its affiliates and related parties or their
respective securities) will be made available and who may receive such
information in accordance with the assignee’s compliance procedures and
applicable laws, including Federal and state securities laws. 

    
(D) Replacement Notes. Upon the consummation of any assignment to a Purchaser
hereunder, the transferor Lender, the Administrative Agent and the Borrowers
shall, if the transferor Lender or the Purchaser desires that its Loans be
evidenced by promissory notes, make appropriate arrangements so that, upon
cancellation and surrender to the Borrowers of the previously issued promissory
notes (if any) held by the transferor Lender, new promissory notes issued hereunder or, as appropriate, replacement promissory
notes are issued to such transferor Lender, if applicable, and new promissory
notes or, as appropriate, replacement promissory notes, are issued to such
Purchaser, in each case in principal amounts reflecting their respective
Revolving Loan Commitments (or, if the applicable Termination Date has occurred,
their respective Revolving Credit Obligations) or Term Loans, as applicable, as
adjusted pursuant to such assignment. 

116 







     (E)
The Register. The Administrative Agent, acting solely for this purpose as an
Administrative Agent of the Borrowers (and the Borrowers hereby designate the
Administrative Agent to act in such capacity), shall maintain at one of its
offices in New York, New York a copy of each Assignment Agreement delivered to
it and a register (the “Register”) for the recordation of
the names and addresses of the Lenders, and the Revolving Loan Commitments of,
and principal amounts of and interest on the Loans owing to, each Lender
pursuant to the terms hereof from time to time and whether such Lender is an
original Lender or assignee of another Lender pursuant to an assignment under
this Section 13.3. The entries in the Register shall be conclusive, and the Borrowers, the
Administrative Agent 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 Borrowers and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.


    
13.4. Dissemination of Information. Each
Borrower authorizes each Lender to disclose to any Participant or Purchaser or
any other Person acquiring an interest in the Loan Documents by operation of law
(each a “Transferee”) and any prospective Transferee any and all information in
such Lender’s possession concerning the creditworthiness of the Company and its
Subsidiaries; provided, that each Transferee and prospective Transferee agrees to be
bound by Section 10.9 of this Agreement. 

    
13.5. Tax Certifications. If any interest in
any Loan Document is transferred to any Transferee, the transferor Lender shall
cause such Transferee, concurrently with the effectiveness of such transfer, to
comply with the provisions of Section
2.14(E) and Article IV. 

ARTICLE XIV: NOTICES 

    
14.1. Giving Notice. 

    
(A) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in
Section 14.1(B)), all notices, requests and other communications to any party hereunder
shall be in writing (including electronic transmission, facsimile transmission
or similar writing) and shall be given to such party as follows: 

     (i)
if to any Borrower, to it at 2135 W. Maple Road,
Troy, MI 48084-7186, Attention of Carl D. Anderson, II, Vice President and
Treasurer (Facsimile No. (248) 435-1393; Telephone No. (248)
435-1588); 

     (ii)
if to the Administrative Agent, (A) other than in
the case of Advances to be made to the Subsidiary Borrower, to JPMorgan Chase
Bank, N.A., 1111 Fannin Street, Floor 10, Houston, TX,
77002-6925, Attention of Omar E. Jones (Facsimile No. (713) 750-2938) and (B) in
the case of Advances to be made to the Subsidiary Borrower or denominated in
Agreed Currencies other than Dollars, to J.P. Morgan Europe Limited, 125 London
Wall, London EC2Y 5AJ, Attention of The Manager, Loan & Agency Services
(Facsimile No. 44 207 777 2360), and in each case with a copy to JPMorgan Chase
Bank, N.A., 383 Madison Avenue, 24th Floor, New York, NY 10179, Attention of
Robert Kellas (Facsimile No. (212) 270-5100); 

117 







     (iii)
if to the Issuing Bank, to it at JPMorgan Chase
Bank, N.A., 1111 Fannin Street, Floor 10, Houston, TX, 77002-6925, Attention of
Omar E. Jones (Facsimile No. (713) 750-2938) with a copy to JPMorgan Chase Bank,
N.A., 383 Madison Avenue, 24th Floor, New York, NY 10179, Attention of Robert
Kellas (Facsimile No. (212) 270-5100); 

     (iv)
if to the Swing Line Bank, to it at JPMorgan
Chase Bank, N.A., 1111 Fannin Street, Floor 10, Houston, TX, 77002-6925,
Attention of Omar E. Jones (Facsimile No. (713) 750-2938) with a copy to
JPMorgan Chase Bank, N.A., 383 Madison Avenue, 24th Floor, New York, NY 10179,
Attention of Robert Kellas (Facsimile No. (212) 270-5100); and 

     (v)
if to any other Lender, to it at its address (or
telecopy number) set forth in its Administrative Questionnaire. 

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. 

     (B)
Electronic Communications. 

    
(i) Notices and other communications to the Lenders or the Issuing Bank
may be delivered or furnished by electronic communication (including e-mail and
internet or intranet websites) pursuant to procedures approved by the
Administrative Agent or as otherwise determined by the Administrative Agent;
provided,
that the foregoing shall not apply to notices to any Lender or the Issuing Bank
pursuant to Article II if such Lender or the Issuing Bank, as applicable, has
notified the Administrative Agent that it is incapable of receiving notices
under such Article by electronic communication. The Administrative Agent or the
Company, on behalf of each Borrower, may, in its respective discretion, agree to
accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it or as it otherwise
determines; provided, that such determination or approval may be limited to
particular notices or communications. 

    
(ii) Unless the Administrative Agent otherwise prescribes, (i) notices
and other communications sent to an e-mail address shall be deemed received upon
the sender’s receipt of an acknowledgement from the intended recipient (such as
by the “return receipt requested” function, as available, return e-mail or other
written acknowledgement); provided, that if such notice or other
communication is not given during the normal business hours of the recipient,
such notice or communication shall be deemed to have been given at the opening
of business on the next Business Day for the recipient, and (ii) notices or
communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor. 

118 







     14.2. Change of Address. Each of the
Borrowers and the Administrative Agent may change the address for service of
notice upon it by a notice in writing to the other parties hereto, including,
without limitation, each Lender. Each Lender may change the address for service
of notice upon it by a notice in writing to the Company and the Administrative
Agent. 

    
14.3. USA PATRIOT ACT NOTIFICATION. The
following notification is provided to the Borrowers pursuant to Section 326 of
the USA Patriot Act of 2001, 31 U.S.C. Section 5318: 

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT. To help the government fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each person or entity
that opens an account, including any deposit account, treasury management
account, loan, other extension of credit, or other financial services product.
What this means for the Borrowers: When a Borrower opens an account, the
Administrative Agent and the Lenders will ask for such Borrower’s name, tax
identification number, business address, and other information that will allow
the Administrative Agent and the Lenders to identify such Borrower. The
Administrative Agent and the Lenders may also ask to see such Borrower’s legal
organizational documents or other identifying documents. 

ARTICLE XV: COUNTERPARTS


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

The remainder of this page is
intentionally blank. 

119 







     IN WITNESS
WHEREOF, the Company, the Subsidiary Borrower, the Lenders and the
Administrative Agent have executed this Agreement as of the date first above
written. 

 

 

[SIGNATURE PAGES OMITTED]

 

 

 

 

 

 

 

 

 

 

 

SIGNATURE PAGE TO MERITOR, INC. CREDIT
AGREEMENT 







PRICING SCHEDULE 

Part I 

PRICING SCHEDULE APPLICABLE TO

2014 REVOLVING LOAN LENDERS 


	 	(Level I)	(Level II)	(Level III)	(Level IV)	(Level V)
	Senior Secured	≥ Ba2	≥ Ba3	≥ B1	≥ B2	≤B3
	Debt Rating	and	and	and	and	and
	 	BB	BB-	B+	B	B-
	Applicable
Commitment Fee
Percentage	0.50%	0.50%	0.75%	0.75%	1.00%
	Applicable
      Floating
Rate Margin	2.75%	3.25%	3.75%	4.00%	4.50%
	Applicable
Eurocurrency
Margin and
Applicable L/C
      Fee
Percentage	3.75%	4.25%	4.75%	5.00%	5.50%




     For the
purposes of this Schedule, the following terms have the following meanings,
subject to the final two paragraphs of this Schedule: 

    
“Level I Status” exists at any date if, on such date, the Company’s
Applicable Moody’s Rating is Ba2 or better and the Company’s Applicable S&P Rating is BB or better. 

    
“Level II Status” exists at any date if, on such date, (i) the Company has not
qualified for Level I Status and (ii) the Company’s Applicable Moody’s Rating is
Ba3 or better and the Company’s Applicable
S&P Rating is BB- or better. 

    
“Level III
Status” exists at any date if, on such
date, (i) the Company has not qualified for Level I or II Status and (ii) the
Company’s Applicable Moody’s Rating is B1 or better and the Company’s Applicable S&P Rating is B+ or better.


    
“Level IV Status” exists at any date if, on such date, (i) the Company has not
qualified for Level I, II or III Status and (ii) the Company’s Applicable
Moody’s Rating is B2 or better and the Company’s Applicable S&P Rating is B or better. 

    
“Level V Status” exists at any date if, on such date, the Company has not
qualified for Level I, II, III or IV Status. 

    
“Status” means Level I Status, Level II Status, Level III Status,
Level IV Status or Level V Status. 

1







     “Applicable Moody’s
Rating” means, at any time, (i) the
rating issued by Moody’s and then in effect with respect to the Company’s senior
secured long-term debt securities without third-party credit enhancement or (ii)
if the foregoing rating is no longer in effect, the corporate family rating
issued by Moody’s and then in effect with respect to the Company. 

    
“Applicable S&P
Rating” means, at any time, (i) the
rating issued by S&P and then in effect with respect to the Company’s senior
secured long-term debt securities without third-party credit enhancement or (ii)
if the foregoing rating is no longer in effect, the corporate credit rating
issued by S&P and then in effect with respect to the Company. 

    
In addition to the provisions set forth above, if a split occurs between
the Applicable Moody’s Rating and the Applicable S&P Rating that is greater
than one ratings category, then the pricing shall be that set forth above with
respect to the combination of (i) the higher of such ratings and (ii) the rating
of the other ratings service that is one ratings category above the ratings
category reported by such other ratings service. 

The Applicable Eurocurrency Margin, the
Applicable Floating Rate Margin, the Applicable Commitment Fee Percentage and
the Applicable L/C Fee Percentage shall be determined in accordance with the
such table based on the Company’s Status as determined from its then-current
Applicable Moody’s Rating and Applicable S&P Rating. The credit rating in
effect on any date for the purposes of this Schedule is that in effect at the
close of business on such date. If at any time the Company has no Applicable
Moody’s Rating or no Applicable S&P Rating, Level V Status shall exist.


2








Part II 

PRICING SCHEDULE APPLICABLE
TO
2017 REVOLVING LOAN LENDERS 
AND
2017 TERM LOANS 


	 	(Level I)	(Level II)	(Level III)	(Level IV)	(Level V)
	Corporate	≥ Ba3	≥ B1	≥ B2	≥ B3	<B3
	Rating	and	and	and	and	and
	 	BB-	B+	B	B-	B-
	Applicable
Commitment Fee
Percentage (2017
Revolving
      Loan
Lenders only)	0.50%	0.50%	0.50%	0.625%	0.75%
	Applicable Floating
Rate Margin (2017
Revolving
      Loans)	2.25%	2.75%	3.25%	3.75%	4.25%
	Applicable
Eurocurrency
Margin (2017
Revolving
      Loans)
and Applicable L/C
Fee Percentage	3.25%	3.75%	4.25%	4.75%	5.25%
	Applicable Floating
Rate Margin (2017
Term
    Loans)	2.25%	2.75%	3.25%	3.75%	4.25%
	
      Applicable
Eurocurrency
Margin (2017
      Term
Loans)
	3.25%	3.75%	4.25%	4.75%	5.25%




     For the
purposes of this Schedule, the following terms have the following meanings,
subject to the final two paragraphs of this Schedule: 

    
“Level I Status” exists at any date if, on such date, the Company’s
Applicable Moody’s Rating is Ba3 or better and the Company’s Applicable S&P
Rating is BB- or better. 

    
“Level II Status” exists at any date if, on such date, (i) the Company has not
qualified for Level I Status and (ii) the Company’s Applicable Moody’s Rating is
B1 or better and the Company’s Applicable S&P Rating is B+ or better.


3







     “Level III
Status” exists at any date if, on such
date, (i) the Company has not qualified for Level I or II Status and (ii) the
Company’s Applicable Moody’s Rating is B2 or better and the Company’s Applicable
S&P Rating is B or better. 

    
“Level IV Status” exists at any date if, on such date, (i) the Company has not
qualified for Level I, II or III Status and (ii) the Company’s Applicable
Moody’s Rating is B3 or better and the Company’s Applicable S&P Rating is B-
or better. 

    
“Level V Status” exists at any date if, on such date, the Company has not
qualified for Level I, II, III or IV Status. 

    
“Status” means Level I Status, Level II Status, Level III Status,
Level IV Status or Level V Status. 

    
“Applicable Moody’s
Rating” means, at any time, the corporate
family rating issued by Moody’s and then in effect with respect to the Company.


    
“Applicable S&P
Rating” means, at any time, the corporate
credit rating issued by S&P and then in effect with respect to the Company.


    
In addition to the provisions set forth above, if a split occurs between
the Applicable Moody’s Rating and the Applicable S&P Rating that is greater
than one ratings category, then the pricing shall be that set forth above with
respect to the combination of (i) the higher of such ratings and (ii) the rating
of the other ratings service that is one ratings category above the ratings
category reported by such other ratings service. 

    
The Applicable Eurocurrency Margin, the Applicable Floating Rate Margin,
the Applicable Commitment Fee Percentage and the Applicable L/C Fee Percentage
shall each be determined in accordance with the such foregoing table based on
the Company’s Status as determined from its then-current Applicable Moody’s
Rating and Applicable S&P Rating. The credit rating in effect on any date
for the purposes of this Schedule is that in effect at the close of business on
such date. If at any time the Company has no Applicable Moody’s Rating or no
Applicable S&P Rating, Level V Status shall exist. 

4











EXHIBIT
A-1
TO
CREDIT AGREEMENT


2014 Revolving Loan
Commitments

	Lender	2014 Revolving Loan Commitment
	THE BANK
      OF NOVA SCOTIA	$14,285,714.28
	              Total	$14,285,714.28



A-1-1







EXHIBIT
A-2
TO
CREDIT
AGREEMENT

2017 Revolving Loan
Commitments 

	Lender	2017
      Revolving Loan Commitment
	JPMORGAN
      CHASE BANK, N.A.	$56,407,766.99
	CITICORP
      NORTH AMERICA, INC.	$56,407,766.99
	BANK OF
      AMERICA, N.A.	$48,349,514.56
	THE
      ROYAL BANK OF SCOTLAND PLC	$48,349,514.56
	UBS LOAN
      FINANCE LLC	$48,349,514.56
	BNP
      PARIBAS	$28,203,883.50
	DEUTSCHE
      BANK AG NEW YORK BRANCH	$28,203,883.50
	PNC
      BANK, NATIONAL ASSOCIATION	$28,203,883.50
	FIFTH
      THIRD BANK	$24,174,757.28
	THE
      HUNTINGTON NATIONAL BANK	$20,145,631.07
	COMERICA
      BANK	$16,116,504.85
	CAPITAL
      ONE LEVERAGE FINANCE CORP.	$12,087,378.64
	              Total	$415,000,000.00



A-2-1







EXHIBIT
A-3
TO
CREDIT AGREEMENT


2017 Term Loan
Commitments 

	Lender	2017 Term
      Loan Commitment
	JPMORGAN
      CHASE BANK, N.A.	$13,592,233.01
	CITICORP
      NORTH AMERICA, INC.	$13,592,233.01
	BANK OF
      AMERICA, N.A.	$11,650,485.44
	THE
      ROYAL BANK OF SCOTLAND PLC	$11,650,485.44
	UBS LOAN
      FINANCE LLC	$11,650,485.44
	BNP
      PARIBAS	$6,796,116.50
	PNC
      BANK, NATIONAL ASSOCIATION	$6,796,116.50
	DEUTSCHE
      BANK AG NEW YORK BRANCH	$6,796,116.50
	FIFTH
      THIRD BANK	$5,825,242.72
	THE
      HUNTINGTON NATIONAL BANK	$4,854,368.93
	COMERICA
      BANK	$3,883,495.15
	CAPITAL
      ONE LEVERAGE FINANCE CORP.	$2,912,621.36
	              Total	$100,000,000.00



A-3-1







EXHIBIT
B
TO
CREDIT
AGREEMENT

Form of
Borrowing/Election Notice

	TO:       	
      JPMorgan Chase Bank,
      N.A., as Administrative Agent (the “Administrative Agent”) under that certain Amended and Restated
      Credit Agreement, dated as of April [__], 2012, by and among Meritor,
      Inc., an Indiana corporation (the “Company”), ArvinMeritor Finance Ireland (the
      “Subsidiary
      Borrower”), the
      institutions from time to time parties thereto as “Lenders”, and the
      Administrative Agent (as the same may be amended, restated, supplemented
      or otherwise modified from time to time, the “Credit Agreement”). 




          The
Company hereby gives to the Administrative Agent a Borrowing/Election Notice
pursuant to [Section
2.1] [Section
2.2] [Section
2.9] of the Credit Agreement [on behalf of the Subsidiary Borrower] and hereby requests to [borrow] [convert/continue an Advance]
[on behalf of the Subsidiary
Borrower] on ______________ (the “Borrowing Date”) as follows:

		(a)	borrow
      from the Lenders, on a pro rata basis, an aggregate principal Dollar
      Amount of $_________ in [2014 Revolving Loans] [2017 Revolving Loans]
      [2017 Term Loans] as:
	     	         	


			1.
       ̈	a
      Floating Rate Advance (in Dollars)
	     	         	         	
			2.
       ̈	a
      Eurocurrency Rate Advance with the following characteristics:
				 
				Interest Period of _______ month(s)
				 
				Agreed Currency: [Dollars]
      [other]



		(b)	borrow
      from the Swing Line Bank a Swing Line Loan in the amount of
      $____________.
	     	         	
		(c)	with
      respect to the conversion/continuation of an
Advance:



			1.
       ̈	convert an existing Floating Rate Advance to a Eurocurrency Rate
      Advance with the following characteristics:
	     	         	         	
				Amount    
    $____________
				 
				Interest Period of _______ month(s)
				 
				Agreed Currency: [Dollars]
      [other]
				 
			2.
       ̈	continue an existing Eurocurrency Rate Advance with the following
      characteristics:
				 
				Amount    
    $____________
				 
				Interest Period of _______ month(s)
				 
				Agreed Currency: [Dollars]
      [other]



B-1







          The
undersigned hereby certifies to the Administrative Agent and the Lenders that:
(i) no Default or Unmatured Default has occurred and is continuing on the date
hereof or on the Borrowing Date or will result from the making of the proposed
Loan[s] or the conversion or continuation of any
Loan[s] on the Borrowing Date; (ii) the representations
and warranties of the undersigned contained in Article VI of the Credit Agreement
are and shall be true and correct
in all material respects on and as of the date hereof and on and as of the
Borrowing Date (unless, on either such date, such representation and warranty is
made as of a specific date, in which case, such representation and warranty
shall be true in all material respects as of such date); (iii) [the amount of
the 2014 Revolving Credit Obligations does not, and after making such proposed
Advance would not, exceed the Aggregate 2014 Revolving Loan Commitment], [(iv)]
[the Dollar Amount of the 2017 Revolving Credit Obligations does not, and after
making such proposed Advance or issuing, extending, renewing or amending such
Letter of Credit would not, exceed the Aggregate 2017 Revolving Loan
Commitment]; [(iv)][(v)] the Dollar Amount of the Revolving Credit Obligations
denominated in Agreed Currencies other than Dollars does not, and after making
the Loan[s] requested herein
would not, exceed the Foreign Currency Sublimit, [(v)][(vi)] the Facility
Obligations Amount does not, and after making the Loan[s] on the Borrowing Date will not, exceed the
Collateral Value Amount, [(vi)][(vii)] in the case of any Loan[s] the proceeds of which shall be used to repay,
repurchase, retire, redeem or defease any Senior Notes, the undersigned shall
have furnished a certificate of a Designated Financial Officer demonstrating
pro forma compliance with the
Priority Debt Ratio under Section
7.4(A) of the Credit Agreement as
of the last day of the undersigned’s most recently completed fiscal quarter for
which financial statements are publicly available, which pro
forma compliance shall be determined based on the ratio
of (a) Priority Debt as of the Borrowing Date (after giving effect to the
Loan[s] requested herein) to
(b) EBITDA for the four consecutive fiscal quarters then ended on the last day
of such fiscal quarter1 and [(vii)] [(viii)] all other relevant
conditions set forth in Article
V of the Credit Agreement have
been satisfied. 

	____________________
	
           1 The aggregate
      amount of Loans that may be used for the purpose describe in clause
      [(vi)][(vii)] is subject to limitation pursuant to Section 7.3(L)(iv).
      



B-2







          Unless
otherwise defined herein, terms defined in the Credit Agreement shall have the
same meanings in this Borrowing/Election Notice. 

	Dated: _______________	MERITOR, INC.[, ON BEHALF
      OF
		ARVINMERITOR FINANCE IRELAND],
		as
      the Company
	 
	 
		By:________________________
		Name:
		Title:



B-3







EXHIBIT
C
TO
CREDIT
AGREEMENT 

Form of Request for
Letter of Credit 

	TO:       	
      TO: JPMorgan Chase
      Bank, N.A., as Administrative Agent (the “Administrative Agent”) under that certain Amended and Restated
      Credit Agreement, dated as of April [__], 2012, by and among Meritor,
      Inc., an Indiana corporation (the “Company”), ArvinMeritor Finance Ireland (the
      “Subsidiary
      Borrower”), the
      institutions from time to time parties thereto as “Lenders” and the
      Administrative Agent, (as the same may be amended, restated, supplemented
      or otherwise modified from time to time, the “Credit Agreement”). 



          Pursuant
to Section 3.4 of the Credit Agreement, the Company
[on behalf of the Subsidiary
Borrower] hereby gives to the Issuing Bank a request for
issuance of a Letter of Credit on behalf of [the Company] [the Subsidiary Borrower], for the benefit of
____________________ 2, in the
Dollar Amount of $_________, with an effective date of ______________ (the
“Effective
Date”) and an expiry date of
______________. The Agreed Currency requested for such Letter of Credit is
[Dollars] [other].

          [Insert or attach any applicable instructions and
/or conditions]. 

          The
undersigned hereby certifies that: (i) no Default or Unmatured Default has
occurred and is continuing on the date hereof or on the Effective Date or will
result from the issuance of the requested Letter of Credit; (ii) the
representations and warranties of the undersigned contained in Article VI of the Credit Agreement are and shall be true and correct in all
material respects on and as of the date hereof and on and as of the Effective
Date (unless, on either such date, such representation and warranty is made as
of a specific date, in which case, such representation and warranty shall be
true in all material respects as of such date); (iii) the Dollar Amount of the
2017 Revolving Credit Obligations does not, and after issuing such Letter of
Credit would not, exceed the Aggregate 2017 Revolving Loan Commitment; (iv) the
Dollar Amount of the Revolving Credit Obligations denominated in Agreed
Currencies other than Dollars does not, and after issuing the Letter of Credit
requested hereby would not, exceed the Foreign Currency Sublimit, (v) the
Facility Obligations Amount on the date hereof does not, and after issuing the
Letter of Credit requested hereby would not, exceed the Collateral Value Amount
and (vi) all other relevant conditions set forth in Section 3.4 and Article
V of the Credit Agreement have
been satisfied. 

	____________________
	
           2 Insert name of
      beneficiary.



C-1







     Unless
otherwise defined herein, terms defined in the Credit Agreement shall have the
same meanings in this Request for Letter of Credit. 

	Dated: _______________	MERITOR, INC., [ON BEHALF
      OF
		ARVINMERITOR FINANCE IRELAND],
		as
      the Company
	 
	 
		By:________________________
		Name:
		Title:



C-2







EXHIBIT
D
TO
CREDIT AGREEMENT


Form of Assignment
Agreement 

     This
Assignment Agreement (this “Assignment Agreement”)
is dated as of the Effective Date set forth below and is entered into by and
between [Insert name of
Assignor] (the
“Assignor”) and [Insert name of
Assignee] (the
“Assignee”). Capitalized terms used but not defined herein
shall have the meanings given to them in the Credit Agreement identified below,
receipt of a copy of which is hereby acknowledged by the Assignee. The 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 Agreement as if set forth herein in full. 

     For an agreed
consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Terms and Conditions and the
Credit Agreement, as of the Effective Date inserted by the Administrative Agent
as contemplated below, the interest in and to all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represents the amount
and percentage interest identified below of all of the Assignor’s outstanding
rights and obligations under the respective facilities identified below
(including, without limitation, any letters of credit, guaranties and swingline
loans included in such facilities and, to the extent permitted to be assigned
under applicable law, all claims (including without limitation contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or
in equity), suits, causes of action and any other right of the Assignor 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) (the “Assigned Interest”). Such sale and assignment is without recourse
to the Assignor and, except as expressly provided in this Assignment Agreement,
without representation or warranty by the Assignor. 

	1.	Assignor:			
	       		     		
	2.	Assignee:			 [and is
      an Affiliate/Approved
				Fund
      of [identify
      Lender]]3	
			 		
	3.	Company:		Meritor, Inc.	



	____________________
	
           3 Select as
      applicable.




D-1










	4.	Administrative		JPMorgan Chase
      Bank, N.A., as the    
	
	       	Agent:		Administrative
      Agent under
	
			
      the Credit
Agreement
	
		     		
	5.	Credit
Agreement		
      The Amended and Restated Credit
      Agreement, dated as of April [__], 2012, by and among Meritor, Inc., an
      Indiana corporation (the “Company”), ArvinMeritor
      Finance Ireland (the “Subsidiary
      Borrower”), the institutions from
      time to time parties thereto as “Lenders”, JPMorgan Chase Bank, N.A., as
      Administrative Agent (the “Administrative Agent”), Citicorp
      North America, Inc., as Syndication Agent and The Royal Bank of Scotland
      plc and UBS Securities LLC, as Documentation Agents (as the same may be
      amended, restated, supplemented or otherwise modified from time to time,
      the “Credit
      Agreement”). 

			 	
	6.	Assigned			
		Interest:			



	Facility Assigned	Aggregate Dollar
Amount of
      [2014
Revolving] [2017
Revolving] [2017
Term]
      Loan
Commitment/Loans for
all Lenders*	Dollar Amount of
[2014 Revolving]
[2017 Revolving]
[2017
      Term] Loan
Commitment/Loans
Assigned*	Percentage Assigned of
[2014
      Revolving] [2017
Revolving] [2017
Term]
      Loan
Commitment/Loans4
		$	$	_______%


	       		     		
	7.	Trade
      Date:       		 	  5


Effective Date: ____________, 20__
[TO
BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER BY THE ADMINISTRATIVE AGENT.] 

	____________________
	
           * Amount to be
      adjusted by the counterparties to take into account any payments or
      prepayments made between the Trade Date and the Effective Date.


           4 Set forth, to at least 9 decimals, as a percentage of
      the Revolving or Term Loan Commitment or Loans of all Lenders thereunder.
      

           5 Insert if satisfaction of minimum amounts is to be
      determined as of the Trade Date. 




D-2







     The terms set forth in this
Assignment Agreement are hereby agreed to: 


	ASSIGNOR
	[NAME
      OF ASSIGNOR]
	 		
	 		
	By:  	
		Name:	 
		Title:	
	 		
	ASSIGNEE
	[NAME
      OF ASSIGNEE]
	 		
	 		
	By:	
		Name:	
		Title:	




	[Consented to and]6
      Accepted:
	 
	JPMORGAN CHASE BANK, N.A.,
      as
Administrative Agent
	 		
	By:  	
		Name:	 
		Title:	
	 		
	[Consented to:
	 
	JPMORGAN CHASE BANK, N.A., as
      Issuing
Bank
	 		
	By:	
		Name:	
		Title:]7	



	____________________
	
           6 To be added only
      if the consent of the Administrative Agent is required by the terms of the
      Credit Agreement. 

           7 To be added only
      if the consent of the Issuing Bank is required by the terms of the Credit
      Agreement. 



D-3







	[Consented to:
	 
	MERITOR, INC., as the
  Company
	 		
	By:	
		Name:	
		Title:]8	



	____________________
	
           8 To be added
      only if the consent of the Company is required by the terms of the Credit
      Agreement.




D-4







ANNEX 1
TERMS AND CONDITIONS FOR
ASSIGNMENT
AGREEMENT

          1.
Representations and Warranties. 

          1.1
Assignor.
The Assignor 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 Agreement and to consummate the transactions contemplated hereby.
Neither the Assignor nor any of its officers, directors, employees, agents or
attorneys shall be responsible for (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, perfection, priority, collectibility, or value of the
Loan Documents, (iii) the financial condition of the Company, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document, (iv) the performance or observance by the Company, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document, (v) inspecting any of the property, books
or records of the Company, or any guarantor, or (vi) any mistake, error of
judgment, or action taken or omitted to be taken in connection with the Loans or
the Loan Documents. 

          1.2.
Assignee.
The 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 Agreement and to consummate the transactions contemplated hereby and
to become a Lender under the Credit Agreement, (ii) 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, (iii) agrees that its payment instructions
and notice instructions are as set forth in Schedule 1 to this Assignment
Agreement, (iv) none of the funds, monies, assets or other consideration being
used to make the purchase and assumption hereunder are assets considered for
purposes of ERISA or Section 4975 of the Code to be assets of or on behalf of
any “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Code,
regardless of whether subject to ERISA or Section 4975 of the Code, and that its
rights, benefits and interests in and under the Loan Documents will not be “plan
assets” under ERISA, (v) it is not relying on or looking to any Margin Stock for
repayment of the Loans and Reimbursement Obligations provided for in the Credit
Agreement, (vi) agrees to indemnify and hold the Assignor harmless against all
losses, costs and expenses (including, without limitation, reasonable attorneys’
fees) and liabilities incurred by the Assignor in connection with or arising in
any manner from the Assignee’s non-performance of the obligations assumed under
this Assignment Agreement, (vii) it has received a copy of the Credit Agreement,
together with copies of financial statements and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment Agreement 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, and (viii) attached as Schedule
1 to this Assignment Agreement is any
documentation required to be delivered by the Assignee with respect to its tax
status pursuant to the terms of the Credit Agreement, duly completed and
executed by the Assignee and (b) agrees (i) that it will, independently and
without reliance on the Administrative Agent, the 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) that 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.

D-5







          2.
Payments.
The Assignee shall pay the Assignor, on the Effective Date, the Dollar Amount agreed to by the Assignor and the Assignee. 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 Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date. 

          3.
General Provisions. This Assignment Agreement shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns. This
Assignment Agreement 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 Agreement by telecopy shall be effective as
delivery of a manually executed counterpart of this Assignment Agreement. This
Assignment Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York. 

D-6







SCHEDULE 1 – PART I 

ADMINISTRATIVE QUESTIONNAIRE


D-7







SCHEDULE 1 – PART II 

U.S. AND NON-U.S. TAX INFORMATION
REPORTING REQUIREMENTS 

D-8 







EXHIBIT E 

TO
CREDIT AGREEMENT 

List of Closing Documents


Attached.

E-1 







EXHIBIT
F
TO
CREDIT AGREEMENT


Form of Compliance
Certificate9 

     Pursuant to Section 7.1(C) of that
certain Amended and Restated Credit Agreement, dated as of April [__], 2012, by
and among Meritor, Inc., an Indiana corporation (the “Company”), ArvinMeritor
Finance Ireland (the “Subsidiary
Borrower”), the institutions from time to
time parties thereto as “Lenders”, JPMorgan Chase Bank, N.A., as Administrative
Agent (the “Administrative
Agent”) (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), the Company, through a Designated Financial Officer,
hereby delivers this Compliance Certificate (this “Certificate”) to the
Administrative Agent, together with the financial statements being delivered to
the Administrative Agent pursuant to Section
7.1[(A)][(B)] of the Credit Agreement for the
accounting period as at, and for the periods ending on, ____________, ____ (the
“Financial Statements”). Capitalized terms
used herein and in the Schedules attached hereto shall have the meanings set
forth in the Credit Agreement. Subsection references herein relate to
subsections of the Credit Agreement. 

     THE UNDERSIGNED HEREBY CERTIFIES
THAT: 

     1. I am the duly appointed
[_____________] of the Company and constitute a Designated Financial Officer under (and
as defined in) the Credit Agreement. 

     2. I have reviewed the terms of the
Credit Agreement and I have made, or have caused to be made under my
supervision, a detailed review of the transactions and conditions of the Company
and its Subsidiaries during the accounting period covered by the attached
financial statements. 

     3. The examinations described in
paragraph 2 did not disclose, and I have no knowledge of, the existence of any
condition or event which constitutes a Default or Unmatured Default as of the
date of this Certificate, except as set forth below. 

     4. Schedule I attached hereto sets forth
financial data and computations evidencing the Company’s compliance with certain
covenants and other provisions of the Credit Agreement related to the
information set forth on the Financial Statements, all of which data and
computations are true, complete and correct and in conformity with Agreement
Accounting Principles. 

     5. Schedule II attached hereto sets forth
the Applicable Moody’s Rating and Applicable S&P Rating of the Company.


     6. Schedule III attached hereto sets
forth the various reports and deliveries which are required under the Credit
Agreement. 

	____________________
	
           9 Appropriate
      modifications acceptable to the Administrative Agent shall be made to this
      Exhibit F in the context of demonstrating pro forma covenant
      compliance as a condition precedent to a Permitted
    Acquisition.



F-1









     7. The
information set forth herein is accurate as of _____________, 20__, and the
Financial Statements delivered herewith fairly present in all material respects
the consolidated financial position of the Company and its Subsidiaries at the
dates indicated and the results of their operations and cash flows and changes
in their financial position for the periods ending on the date indicated in
conformity with Agreement Accounting Principles, consistently applied [, subject
to normal year-end audit adjustments and the absence of footnotes]. 

     8. Described below are the
exceptions, if any, to paragraph 3 by listing, in detail, the nature of the
condition or event, the period during which it has existed and the action which
the Company has taken, is taking, or proposes to take with respect to each such
condition or event:

	       
         	 
 
	 	 
 
	 	 
 



F-2 







     The
foregoing certifications, together with the computations set forth in
Schedule I
hereto, the information set forth in Schedule
II hereto and the Financial Statements
delivered with this Certificate attached as Schedule III hereto in support hereof,
are made and delivered this _____ day of __________, 20___.


	MERITOR, INC.,
      as the Company
		 
		 
	By:		 
	 	Name:
		Title:




F-3 







SCHEDULE I TO COMPLIANCE
CERTIFICATE 

Compliance as of __________,
_____
with certain provisions of the Credit Agreement 

     The
computations set forth in this Schedule
I are designed to facilitate the calculation
of financial covenants and certain other provisions in the Credit Agreement
relating to the information set forth in the Company’s consolidated financial
statements delivered with this Certificate. The computations set forth in this
Schedule I
have been made in accordance with Agreement Accounting Principles which may not
conform with generally accepted accounting principles. The use of abbreviated
terminology and/or descriptions in the computations below are not in any way
intended to override or eliminate the more detailed descriptions for such
computations set forth in the relevant provisions of the Credit Agreement, all
of which shall be deemed to control. In addition, the failure to identify any
specific provisions or terms of the Credit Agreement in this Schedule I does not in any
way affect their applicability during the periods covered by such financial
statements or otherwise, which shall in all cases be governed by the Credit
Agreement. For purposes of this Schedule
I, the “Measurement Quarter” shall be the
fiscal quarter of the Company ending on the date set forth above. 

	I.	
      FINANCIAL
      COVENANTS
		 	 	 
	                    					
	 	A.	PRIORITY DEBT RATIO (Section 7.4(A))		 	 	 
		 
	 	1.	Priority Debt (as of
      the end of the Measurement Quarter)		 	 	 
		 
	 	 	a.	the aggregate
      outstanding Dollar Amount of the Revolving Loans, Swing Line Loans, L/C
      Obligations and Term Loans (if any) under the Credit Agreement		 	 	$_________
	 	
	 	 	b.	plus
      any and all debt (determined in
      accordance with Agreement Accounting Principles) of any Foreign Subsidiary
      (whether secured or unsecured) other than debt the proceeds of which are
      used to finance the working capital needs of such Foreign Subsidiary
      (which exclusion shall include Receivables Facility Attributed
      Indebtedness of such Foreign Subsidiary under any Permitted Foreign
      Receivables Financing)	        	+	        	$_________
	 	
			c.	plus
      any and all debt (determined in
      accordance with Agreement Accounting Principles) of the Company and its
      Subsidiaries that is secured by any Lien of a type described in Section 7.3(F)(i), (vi),
      (viii), (ix),
      (x), (xvi) or (xvii)
      (solely as such clause (xvii) relates to extensions, renewals or
      replacements of Liens referred to in the foregoing
      subsections)		+	 	$_________
	 	
	 	 	d.	plus
      Receivables Facility
      Attributable Indebtedness arising in connection with Permitted Domestic
      Receivables Financings		+	 	$_________
	 	 
	 	 	e.	= Total Priority Debt
      (sum of I.A.1.a. through I.A.1.d.)		=	 	$
  _________



F-4 







	 	 	2.	EBITDA
      (for the four consecutive
      fiscal quarters then ending)10		 
	 	 
	                    	 		 	 	 
	 
      	 	a.	consolidated net income (or loss) of the Company and its
      Subsidiaries		 	 	$_________
		 				
	 	 	b.	plus
      Interest Expense 	       	+	       	$_________
		 				
	 	 	c.	plus
      income taxes 		+	 	$_________
		 				
	 	 	d.	plus
      depreciation expense 		+	 	$_________
		 				
	 	 	e.	plus
      amortization expense 		+	 	$_________
		 				
	 	 	f.	minus
      (plus) any extraordinary
      gains (losses)		-/+	 	$_________
		 				
	 	 	g.	minus
      (plus) any gains (losses)
      on the sale of a business 		-/+	 	$_________
		 				
	 	 	h.	minus
      (plus) any special,
      non-recurring, non-cash gains (charges) such as those arising out of the
      ongoing restructuring or consolidation of the operations of the Company
      and its Subsidiaries		-/+	 	$_________
		 				
	 	 	i.	= EBITDA
      (sum of I.A.2.a. through I.A.2.h.) 		=	 	$_________
		 		 		
	 	3.	Priority Debt Ratio (Ratio of I.A.1.e. to I.A.2.i.)		 	 	____ to
      1.00
		 				


		4.	Maximum Priority Debt
      Ratio     	2.50 to 1.00 as of
      the last day of the fiscal quarter commencing with the fiscal quarter
      ending on or about March 31, 2012 through and including the fiscal quarter
      ending on or about September 30, 2012, (ii) 2.25 to 1.00 as of the last
      day of each fiscal quarter commencing with the fiscal quarter ending on or
      about December 31, 2012 through and including the fiscal quarter ending on
      or about September 30, 2013, and (iii) 2.00 to 1.00 as of the last day of
      each fiscal quarter thereafter.
	                    		
	 	 	The
      Priority Debt Ratio in I.A.3. shall not exceed the Maximum Priority Debt
      Ratio in I.A.4.




	____________________
	
           10 All as determined in accordance with
      Agreement Accounting Principles (it being understood and agreed that (a)
      items I.A.2.b through I.A.2.h shall be added solely to the extent deducted
      in determining consolidated net income, and items I.A.2.g though I.A.2.h
      shall be deducted solely to the extent included in determining
      consolidated net income, and (b) each addition (or subtraction) of items
      I.A.2.b though I.A.2.h shall be without duplication of any other addition
      (or subtraction)).




F-5 







	 	B.	CAPITAL EXPENDITURES (Section 7.4(B))	 	 	 
	                    	 	 	 	 
	 	1.	Capital Expenditures (for the portion of the fiscal year
      containing the Measurement Quarter then ended)	 	 	$_________
	 		 				
	 	2.	CapEx Cap Amount	 	 	 
	 			 	 	 	
	 	 	a.	CapEx Cap Amount	 	 	$180,000,000
	 				 		
	 	 	b.	CapEx Cap Amount for the
      previous Fiscal Year	 	 	$180,000,000
	 				 		
	 	 	c.	minus Capital
      Expenditures for the previous Fiscal Year	-	 	$__________
	 				 		
	 	 	d.	= Carryover amount
      (excess, if any of I.B.2.b. over I.B.2.c.)11	=	       	$__________
	 				 	 	
	 	 	e.	CapEx Cap Amount (sum of
      I.B.2.a. and I.B.2.d.)	 	 	$__________
	 				 	 	 
	 	Capital Expenditures in I.B.1. shall not exceed the CapEx Cap
      Amount in I.B.2.e.	 	 	 




	____________________
	
           11 The carryover amount may not exceed
      $75,000,000 for any fiscal
year.




F-6 







	II.	ASSET SALES (Section 7.3(C))	     	 
	                    	 		                    
	 	A.	TEST BASIS		 
	 
	 	1.	Date of the first Asset Sale consummated after the Closing
      Date		 
	 
	 	2.	Aggregate book value of the Company’s Consolidated Assets as of the
      end of the fiscal quarter immediately preceding the above-referenced Asset
      Sale		 
	 
	 	B.	ANNUAL BASKET (for the fiscal year containing the
      Measurement Quarter)
	 
	 	1.	15.0% of the amount set forth in II.A.2.		 
	 
	 	2.	State whether the aggregate proceeds generated by all Asset Sales
      of the Company and its Subsidiaries during the fiscal year containing the
      Measurement Quarter exceed the amount set forth in II.B.1.		Yes/No
	 
	 	C.	CUMULATIVE CONSOLIDATED BASKET
      (for the period from the
      Closing Date through the Measurement Quarter)
	 
	 	1.	25% of the amount set forth in II.A.2.		 
	 
	 	2.	State whether the aggregate proceeds generated by all Asset Sales
      of the Company and its Subsidiaries since the Closing Date exceed the
      amount set forth in II.C.1.		Yes/No
	 
	 	D.	CUMULATIVE DOMESTIC BASKET		 
	 
	 	1.	7.5% of the amount set forth in
      II.A.2.		 
	 
	 	2.	State whether the aggregate proceeds generated by all Asset Sales
      of the Company and the Domestic Subsidiary Guarantors since the Closing
      Date exceed the amount set forth in II.D.1.		Yes/No
	 
	 	The Administrative Agent may request a
      certificate of a Designated Financial Officer setting forth a calculation
      (in detail reasonably satisfactory to the Administrative Agent) of the
      amount described in each of Items II.B.2., II.C.2. and II.D.2. confirming
      the Company’s statements in respect of such
Items.



F-7 







	III.	CERTAIN OTHER MISCELLANEOUS BASKETS BASED ON FINANCIAL
      STATEMENTS
	                    	 		                    
	 	A.	ADDITIONAL SUBSIDIARY GUARANTORS (Section 7.2(K))
	 
	 	1.	
      Identify on
      Exhibit A hereto each Person that (a)(i) is a
      Domestic Subsidiary or a Special Foreign Subsidiary or (ii) is a Foreign
      Subsidiary that guarantees any third party Indebtedness of the Company or
      any Domestic Subsidiary other than the Obligations and (b) is
      not a Subsidiary Guarantor or has not executed
      the collateral documentation required pursuant to Section 7.2(L)(i) (other than any Person not required to
      become a Subsidiary Guarantor pursuant to Section 7.2(K)(iv)).

	 
	 	B.	INDEBTEDNESS (Section 7.3(A))
	 
	 	1.
	
      State whether the amount
      of secured Indebtedness of the Company and the Domestic Subsidiary
      Guarantors permitted solely under Section
      7.3(A)(vi) exceeded $25,000,000 at
      any time during the Measurement Quarter
	     	Yes/No
	 
		2.	
      State whether the sum of
      (a) Indebtedness of any Foreign Subsidiary permitted solely under Section 7.3(A)(vii) and (b) Receivables Facility Attributed
      Indebtedness arising in connection with Permitted Foreign Receivables
      Financings exceeded $300,000,000 at any time during the Measurement
      Quarter
		Yes/No
	 
		3.	
      State whether the amount
      of Receivables Facility Attributed Indebtedness arising in connection with
      Permitted Domestic Receivables Financings exceeded $275,000,000 at any
      time during the Measurement Quarter
		Yes/No
	 
		4.	
      State whether the sum of
      unsecured Indebtedness of the Company or any Domestic Subsidiary Guarantor
      permitted under Section 7.3(A)(x)
      exceeded $200,000,000 at any time
      during the Measurement Quarter
		Yes/No
	 
		5.	
      State whether the
      aggregate principal amount of any unsecured Indebtedness incurred pursuant
      to Section 7.3(A)(x) that has a maturity date sooner than six months
      after the later of (x) the latest Termination Date and (y) the latest Term
      Loan Maturity Date (or any later maturity date then in effect with respect
      to the Loans) exceeds $25,000,000.
		Yes/No


F-8 







	 	C.	INVESTMENTS (Section 7.3(E))	 	 
	                    			 
		1.	The amount of proceeds of sales of Capital Stock of, or assets of,
      Foreign Subsidiaries occurring after the Restatement Effective Date that
      have been distributed to or otherwise received by the Company or a
      Domestic Subsidiary Guarantor	     	$_________
	 	
		2.	State whether the amount of Investments by
      the Company or any Domestic Subsidiary Guarantor in Foreign Subsidiaries
      permitted solely under Section
      7.3(E)(ii)(e) exceeded the
      sum of (1) $200,000,000 and (2) the amount set forth in III.C.1 at any
      time during the Measurement Quarter		Yes/No
	 	
		3.	State whether the amount of Investments of a
      type not described in Section
      7.3(E)(i) to (vii) exceeded $200,000,000 at any time during the
      Measurement Quarter		Yes/No
	 	
	 	D.	LIENS (Section 7.3(F))	 	 
	 	
	 	1.	State whether the Company or any of its
      Subsidiaries created, incurred or suffered to exist any Lien not otherwise
      permitted by Section 7.3(F) at
      any time during the Measurement Quarter	 	Yes/No
	 	
	 	E.	ACQUISITIONS (Section 7.3(G))	 	 
	 	
		1.	State whether the aggregate consideration
      paid for all Acquisitions since the Restatement Effective Date exceeds the
      sum of (1) $100,000,000 and (2) an amount equal to the net cash proceeds
      received by the Company or any Domestic Subsidiary on or after the
      Restatement Effective Date from the divestiture of the equity interest in,
      or assets of, any Foreign Subsidiary		Yes/No
	 	
	 	F.	RESTRICTED PAYMENTS (Section 7.3(L))	 	 
	 	
		1.	State whether the sum of (1) the aggregate
      amount of cash dividends with respect to the Capital Stock of the Company
      paid during the fiscal year including the Measurement Quarter and (2) the
      aggregate purchase price with respect to repurchases of shares of Capital
      Stock of the Company made during such fiscal year exceeded
      $40,000,000		Yes/No
	 	
		2.	State whether the aggregate purchase price with respect to
      repurchases of shares of Capital Stock of the Company permitted under
      Section 7.3(L)(ii) completed since the Restatement Effective
      Date exceeded $25,000,000		Yes/No
	 	
		3.	State whether the aggregate amount paid to repurchase, retire,
      redeem or defease any of the Senior Notes since the Restatement Effective
      Date exceeded $150,000,000		Yes/No



F-9 







EXHIBIT A
TO
SCHEDULE 1 of COMPLIANCE CERTIFICATE

a. Domestic
Subsidiaries 

b. Special Foreign
Subsidiaries 

c. Other Foreign
Subsidiaries 

F-10 









SCHEDULE II TO COMPLIANCE CERTIFICATE


Applicable Ratings 

Senior Secured
Ratings 

The rating now in effect with respect
to the Company’s senior secured long-term debt securities without third-party
credit enhancement is: 


	 	 	 from Moody’s
		 	 
			 from S&P




Corporate Ratings 

The corporate family rating from
Moody’s and the corporate credit rating from S&P, respectively, and now in
effect is: 

	 	 	 from Moody’s
		 	 
			 from S&P



F-11 







SCHEDULE III TO COMPLIANCE
CERTIFICATE 

Reports and
Deliveries 


Attached.


F-12 







EXHIBIT
G-1
TO
CREDIT
AGREEMENT 

Form of Revolving Loan Note


[_________], 20[__]

    
[MERITOR, INC., an
Indiana corporation (the “Company”)]
[ARVINMERITOR FINANCE IRELAND (the “Subsidiary Borrower”)], promises to pay to the order of __________________ (the
“Lender”) the aggregate unpaid principal amount of all [2014 Revolving Loans]
[2017 Revolving Loans] made by the Lender to the [Company] [Subsidiary
Borrower] pursuant to Article II of the below-described Credit Agreement. Such payments shall
be made in immediately available funds on the dates and at the offices of
JPMorgan Chase Bank, N.A., as Administrative Agent, specified in the Credit
Agreement, together with interest on the unpaid principal amount thereof at the
rates and on the dates determined in accordance with the Credit Agreement. The
[Company] [Subsidiary Borrower] shall pay the principal of and
accrued and unpaid interest on the [2014 Revolving
Loans] [2017 Revolving Loans] in full on the Termination Date
and as otherwise set forth in the Credit Agreement. 

    
The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or otherwise record in accordance with its usual practice, the
date and amount of each [2014 Revolving
Loan] [2017 Revolving Loan] and the date and amount of each
principal payment hereunder. 

    
This Revolving Loan Note (this “Note”) is one of the promissory
notes issued pursuant to, and is entitled to the benefits of, the Amended and
Restated Credit Agreement, dated as of April [__], 2012, by and among
[the
Company, ArvinMeritor Finance Ireland, a private unlimited liability company
incorporated under the laws of Ireland] [Meritor, Inc., an Indiana
corporation, the Subsidiary Borrower], the institutions from time to
time parties thereto as “Lenders”, JPMorgan Chase Bank, N.A., as Administrative
Agent (the “Administrative
Agent”), Citicorp North America, Inc., as Syndication Agent, and
The Royal Bank of Scotland plc and UBS Securities LLC, as Documentation Agents
(as the same may be amended, restated, supplemented or otherwise modified from
time to time, the “Credit
Agreement”), to which reference is hereby
made for a statement of the terms and conditions governing this Note, including
the terms and conditions under which this Note may be prepaid or its maturity
date accelerated. Each capitalized term used herein and not defined herein shall
have the meaning ascribed thereto in the Credit Agreement. The Credit Agreement,
among other things, provides for the making of [2014 Revolving
Loans] [2017 Revolving Loans] by the Lender to the Borrowers
(including the [Company] [Subsidiary
Borrower]) from time to time in an aggregate amount not to exceed at any time
outstanding such Lender’s [2014 Revolving Loan
Commitment] [2017 Revolving Loan Commitment]. 

    
This Note is secured by the Collateral Documents. Reference is hereby
made to the Collateral Documents for a description of the collateral thereby
mortgaged, warranted, bargained, sold, released, conveyed, assigned,
transferred, pledged and hypothecated, the nature and extent of the security for
this Note, the rights of the holder of this Note and the Administrative Agent in
respect of such security and otherwise. 

G-1-1 







     The
[Company] [Subsidiary Borrower] hereby waives presentment,
demand, protest and notice of any kind. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of such rights. 


		
      This Note shall be governed by,
      and construed

		
      in accordance with, the laws of
      the State of New

		
      York.





G-1-2 







		[MERITOR, INC.] [ARVINMERITOR
		FINANCE IRELAND], as the [Company]
		[Subsidiary Borrower]
		 
		 
		 
	 	By:  	 	 
			Name: 
			Title:





G-1-3 







[2014] [2017] Revolving Loan and
Principal Payment Schedule
to
[Meritor, Inc.]
[ArvinMeritor Finance Ireland] Revolving Loan Note 

		Principal Amount			
		of [2014			
		Revolving Loan]		Principal Amount	 
	 	[2017 Revolving	Maturity of Interest	Paid and Date of	Unpaid
	Date	Loan]	Period	Payment	Balance
			 		
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



G-1-4 







EXHIBIT G-2
TO
CREDIT
AGREEMENT 

Form of [2017] Term Loan Note


[_________], 20[__] 

     MERITOR, INC.,
an Indiana corporation (the “Company”), promises to pay to the
order of __________________ (the “Lender”) the aggregate unpaid
principal amount of the [2017] Term Loan made by the Lender to the Company
pursuant to Article II of the below-described Credit Agreement. Such payments shall
be made in immediately available funds on the dates and at the offices of
JPMorgan Chase Bank, N.A., as Administrative Agent, specified in the Credit
Agreement, together with interest on the unpaid principal amount thereof at the
rates and on the dates determined in accordance with the Credit Agreement. The
Company shall pay the principal of and accrued and unpaid interest on such Term
Loan in full on the [2017] Term Loan Maturity Date and as otherwise set forth in
the Credit Agreement. 

    
The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or otherwise record in accordance with its usual practice, the
[2017] Term Loan owing to the Lender and the date and amount of each principal
payment hereunder. 

    
This [2017] Term Loan Note (this “Note”) is one of the promissory
notes issued pursuant to, and is entitled to the benefits of, the Credit
Agreement, dated as of April [__], 2012, by and by and among the Company,
ArvinMeritor Finance Ireland, a private unlimited liability company incorporated
under the laws of Ireland, the institutions from time to time parties thereto as
“Lenders”, JPMorgan Chase Bank, N.A., as Administrative Agent (the
“Administrative Agent”), Citicorp North
America, Inc., as Syndication Agent, and The Royal Bank of Scotland plc and UBS
Securities LLC, as Documentation Agents (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
to which reference is hereby made for a statement of the terms and conditions
governing this Note, including the terms and conditions under which this Note
may be prepaid or its maturity date accelerated. Each capitalized term used
herein and not defined herein shall have the meaning ascribed thereto in the
Credit Agreement.

    
This Note is secured by the Collateral Documents. Reference is hereby
made to the Collateral Documents for a description of the collateral thereby
mortgaged, warranted, bargained, sold, released, conveyed, assigned,
transferred, pledged and hypothecated, the nature and extent of the security for
this Note, the rights of the holder of this Note and the Administrative Agent in
respect of such security and otherwise. 

    
The Company hereby waives presentment, demand, protest and notice of any
kind. No failure to exercise, and no delay in exercising, any rights hereunder
on the part of the holder hereof shall operate as a waiver of such rights.


    
This Note shall be governed by, and construed in accordance with, the
laws of the State of New York. 

G-2-1 







		MERITOR, INC., as the
  Company
		 
		 
		 
		By:  	 	 
			Name:
			Title:



G-2-2 







[2017] Term Loan and Principal Payment
Schedule
to
Meritor, Inc. [2017] Term Loan Note 

		Principal Amount		Principal Amount	
	 	of [2017] Term	Maturity of Interest	Paid and Date of	Unpaid
	Date	Loan]	Period	Payment	Balance
			 		
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



G-2-3 









EXHIBIT
H
TO
CREDIT AGREEMENT


Form of Collateral Value
Certificate

     Pursuant to
Section 7.1(C)(ii) of that certain Amended and Restated Credit
Agreement, dated as of April [__], 2012, by and among Meritor, Inc., an Indiana
corporation (the “Company”),
ArvinMeritor Finance Ireland (the “Subsidiary Borrower”),
the institutions from time to time parties thereto as “Lenders” and JPMorgan
Chase Bank, N.A. (the “Administrative
Agent”) (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
“Credit
Agreement”), the Company,
through a Designated Financial Officer, hereby delivers this Collateral Value
Certificate (this “Certificate”) to the
Administrative Agent, together with supporting financial data and computations,
based on the accounting records of the Company and the financial statements being delivered to the Administrative Agent
pursuant to Section
7.1[(A)][(B)] of the Credit
Agreement for the accounting period ending on _______________, ____ (the
“Accounting
Period”). Capitalized terms
used herein and in the Schedules attached hereto shall have the meanings set
forth in the Credit Agreement. Unless otherwise specified, subsection references
herein relate to subsections of the Credit Agreement. 

     The
computations set forth in this Certificate are designed to facilitate
determinations of compliance with certain provisions in the Credit Agreement.
The use of abbreviated terminology and/or descriptions in the computations below
are not in any way intended to override or eliminate the more detailed
descriptions for such computations set forth in the relevant provisions of the
Credit Agreement, all of which shall be deemed to control. In addition, the
failure to identify any specific provisions or terms of the Credit Agreement in
this Certificate does not in any way affect their applicability during the
Accounting Period covered by such financial statements or otherwise, which shall
in all cases be governed by the Credit Agreement.

     The
undersigned Designated Financial Officer hereby certifies that attached hereto
are true and correct calculations of (i) the Collateral Value Amount as of the
last day of the Accounting Period and (ii) the Facility Obligations Amount as of
the date hereof, determined in the manner set forth in the Credit Agreement, and
that the information provided in the attachments to his Certificate are accurate
and complete.

[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]

H-1







	Date: _______________	
	 
		MERITOR, INC., as the Company
	 
	 
		By:  	 
			       Name:
			       Title:



H-2







COLLATERAL VALUE AMOUNT
AND
FACILITY OBLIGATIONS AMOUNT

Collateral Value Amount
as of the last day of the Accounting Period 

Without duplication, and
without including any Restricted Collateral: 

	1.	A/R and Inventory Amount				$_________
	        		     		     	
	2.	PP&E Amount		+		$_________
	 					
	3.	SPV Collateral Amount		+		$_________
	 					
	4.	CNTA Amount		+		$_________
		 				
		Collateral Value Amount (sum of 1 through
      4)12				$_________



Facility Obligations
Amount as of the date of this Certificate13 

	1.	the aggregate Dollar Amount of the Revolving Credit Obligations
      (represented by the sum of a, b and c below)	     		     	
	        					
	a.	the outstanding principal Dollar Amount of the Revolving
      Loans		+		$_________
	 
	b.	the outstanding principal Dollar Amount of the Swing Line Loans at
      such time		+		$_________
						
	 
	c.	the Dollar Amount of outstanding L/C Obligations at such time
      (equal to the sum of (i) the aggregate of the Dollar Amount then available
      for drawing under each of the Letters of Credit and (ii) the aggregate
      outstanding Dollar Amount of all Reimbursement Obligations at such
      time)		+		$_________
	 
	2.	the aggregate principal amount of the Term Loans		+		$_________
	 
		Facility Obligations Amount (sum of 1.a., 1.b., 1.c. and
      2)				$_________
		 				
		Collateral Value Amount minus
      Facility Obligations
      Amount14				$_________



	____________________
	
           12 See Schedule 1 for additional supporting
      information. 

           13 Determined after giving effect to any
      borrowings and payments being made on such date and any issuance,
      amendment or termination of any Letter of Credit on such date. 

           14 If difference is negative, the Company shall
      be required to make a mandatory prepayment under Section 2.4(B)(iv) of the
      Credit Agreement. 



H-3







SCHEDULE
1
SUPPORTING INFORMATION


1. Supporting Detail for
CNTA Amount Computation 

Attachment
A hereto sets forth additional
detail supporting the Company’s computation of Collateral Value Amount, as
reflected in this Certificate, including the component parts of the computation
of CNTA Amount. 

2. Unrestricted
Subsidiaries 

The following list
identifies each Subsidiary that has been designated as an “Unrestricted
Subsidiary” under any Senior Note Indenture: 

     ArvinMeritor
Receivables Corporation
     [others]

H-4







EXHIBIT I

TO

CREDIT AGREEMENT

FORM OF COMMITMENT AND
ACCEPTANCE


Dated [__________]

     Reference is
made to the Amended and Restated Credit Agreement, dated as of April [__], 2012,
by and among Meritor, Inc., an Indiana corporation (the “Company”), ArvinMeritor Finance Ireland (the “Subsidiary Borrower”), the institutions from time to time parties
thereto as “Lenders”, and JPMorgan Chase Bank, N.A., as Administrative Agent
(the “Administrative Agent”) (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are used
herein with the same meaning. 

     This
agreement is a “Commitment and Acceptance” referred to in Section 2.23 of the  Credit Agreement. Pursuant to
Section 2.23 of the Credit Agreement, the Company  has requested [to
raise commitments  for incremental term loans in the amount of $______________] [and] [an
increase in the Aggregate 2017 Revolving Loan Commitment from  $______________ to $_____________].
Such Commitment  Increase is to become effective on the date (the “Effective
Date”) which is the later of (i) _________, ____ and  (ii) the date on
which the conditions precedent set forth in Section 2.23 in  respect of such Commitment Increase have been satisfied. In
connection with such  requested Commitment Increase, the Company, the Administrative Agent and  _________________ (the
“Accepting  Lender”)
hereby agree as follows:  

     1.
Effective  as of the Effective Date, [the
Accepting Lender  shall become a party to the Credit Agreement as a Lender and shall have all of  the rights and obligations
of a Lender thereunder and shall thereupon have  [an
Incremental Term Loan  Commitment] [and] [a
2017 Revolving Loan Commitment]
under and for purposes of the Credit Agreement in an amount equal to  the] [the
2017 Revolving  Loan Commitment of the Accepting Lender under the Credit Agreement shall be  increased from $_________ to
the] amount set forth
opposite the Accepting Lender’s name on the signature page hereof. 

     [2. The Accepting Lender hereby (a) represents and
warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Commitment and Acceptance and to become a
Lender under the Credit Agreement on the terms hereof, (ii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement as a
Lender thereunder and shall have the obligations of a Lender thereunder, (iii)
agrees that its payment instructions and notice instructions are as set forth in
Schedule 1 to this Commitment and Acceptance, (iv) none of
the funds, monies, assets or other consideration being used to make the purchase
and assumption hereunder are assets considered for purposes of ERISA or Section
4975 of the Code to be assets of or on behalf of any “plan” as defined in
Section 3(3) of ERISA or Section 4975 of the Code, regardless of whether subject
to ERISA or Section 4975 of the Code, and that its rights, benefits and
interests in and under the Loan Documents will not be “plan assets” under ERISA,
(v) it is not relying on or looking to any Margin Stock for repayment of the
Loans and Reimbursement Obligations provided for in the Credit Agreement, (vi)
it has received a copy of the Credit Agreement, together with copies of
financial statements and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Commitment and Acceptance on the basis of which it has made such analysis and
decision independently and without reliance on the Administrative Agent or any
other Lender, and (viii) attached as Schedule 1 to this
Assignment Agreement is any documentation required to be delivered by the
Accepting Lender with respect to its
tax status pursuant to the terms of the Credit Agreement, duly completed and
executed by the Accepting Lender and (b) agrees (i) that it will, independently
and without reliance on the Administrative Agent, the 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) that 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.]15

	____________________
	
           15 Include if Accepting Lender is not already a
      party to the Credit Agreement, or modify as necessary with respect to any
      existing Lender. 




I-1







          3. The
Company hereby represents and warrants that as of the date hereof and as of the
Effective Date, (a) all representations and warranties shall be true and correct
in all material respects as though made on such date, other than representations
given as of a particular date, in which case they shall be true and correct as
of that date and (b) no event shall have occurred and then be continuing which
constitutes an Unmatured Default or a Default.

          4.
THIS COMMITMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.

          5.
This Commitment and Acceptance may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.

I-2







          IN
WITNESS WHEREOF, the parties hereto have caused this Commitment and Acceptance
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written. 

		
      MERITOR,
      INC.,
as the Company
      

		 
		 
		By:  	 
	 	Name:
		Title:
	 
		JPMORGAN CHASE BANK, N.A.,
		as Administrative Agent
	 
	 
		By:	 
		Name:
		Title:
	 
	 
	 
	[INCREMENTAL
      TERM LOAN]	ACCEPTING LENDER
	[2017 REVOLVING LOAN]	
	COMMITMENT	
	 
	$	[BANK]
	 
	 
		By:	 
		Name:
		Title:
	•	 



I-3







SCHEDULE 1 – PART
I

ADMINISTRATIVE
QUESTIONNAIRE

I-4







SCHEDULE 1 – PART II


U.S. AND NON-U.S. TAX
INFORMATION REPORTING REQUIREMENTS 

I-5