ex10-2.htm


    
      
        
          
            
              Exhibit
10.2

               

              
                CONFORMED
COMPOSITE VERSION

              

               

              $495,000,000
Prepetition Credit Facility

              $80,000,000
Senior Secured Superpriority Debtor-In-Possession Credit Facility

              $80,000,000
Senior Secured Superpriority Roll-Up Credit Facility


               

              SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

              (as Amended by Amendment No. 1 and as further
amended by Amendment No.  2 
to the Second Amended and Restated
Credit Agreement)

               

              Dated
as of May 12, 2009

              among

              HLI Operating Company, Inc.

              as U.S. Borrower under the Prepetition
Facilities

              and

              U.S.
Borrower under the DIP Facilities

              Hayes
Lemmerz Finance LLC - Luxembourg S.C.A.

              as Luxembourg Borrower under the
Prepetition Facilities

               and

              Luxembourg
Borrower under the DIP Facilities

              and

              Hayes Lemmerz International, Inc.

              as Holdings

              and

              The
Domestic Subsidiaries of Holdings Party Hereto

              as Debtors

              and

              The
Lenders and Issuers Party Hereto

              and

              Citicorp
North America, Inc.

              as Prepetition Administrative
Agent

              and

              Deutsche
Bank AG New York Branch

              as DIP Administrative Agent
and

               

              Deutsche
Bank Securities inc.

              as Prepetition Syndication
Agent

              and

              Citicorp
North America, inc.

              as Prepetition Documentation
Agent

              and

              Citigroup
Global Markets
Inc.                            Deutsche
Bank Securities Inc.

              as
Joint Book-Running Lead
Managers and Joint Lead Arrangers for the Prepetition
Facilities

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                  CONFORMED
COMPOSITE VERSION

                

              

               

              and

              Deutsche
Bank Securities Inc. and General Electric Capital Corporation

              as Joint Book-Running Lead Managers,
Joint Lead Arrangers and Syndication Agents for the DIP
Facilities

               

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

                CONFORMED
COMPOSITE VERSION

              

            

             

             

            
              Table
of Contents

               

            

             

            
              
                	
                        ARTICLE
      I DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS  

                      	
                          
      2

                      
	 	
                        Section
      1.1

                      	
                        Defined
      Terms

                      	
                          
      2

                      
	 	
                        Section
      1.2

                      	
                        Computation
      of Time Periods

                      	
                         
      59

                      
	 	
                        Section
      1.3

                      	
                        Accounting
      Terms and Principles

                      	
                         
      59

                      
	 	
                        Section
      1.4

                      	
                        Certain
      Terms

                      	
                         
      60

                      
	
                         
        

                        ARTICLE
      II THE PREPETITION FACILITIES  

                      	
                         
      61

                      
	 	
                        Section
      2.1

                      	
                        The
      Prepetition Commitments

                      	
                         
      61

                      
	 	
                        Section
      2.2

                      	
                        Borrowing
      Procedures

                      	
                         
      62

                      
	 	
                        Section
      2.3

                      	
                        Swing
      Loans

                      	
                         
      63

                      
	 	
                        Section
      2.4

                      	
                        Letters
      of Credit

                      	
                         
      65

                      
	 	
                        Section
      2.5

                      	
                        Synthetic
      Letters of Credit

                      	
                         
      71

                      
	 	
                        Section
      2.6

                      	
                        Reduction
      and Termination of the Revolving Credit Commitments

                      	
                         
      73

                      
	 	
                        Section
      2.7

                      	
                        Repayment
      of Loans

                      	
                         
      74

                      
	 	
                        Section
      2.8

                      	
                        Evidence
      of Debt

                      	
                         
      75

                      
	 	
                        Section
      2.9

                      	
                        Optional
      Prepayments

                      	
                         
      75

                      
	 	
                        Section
      2.10

                      	
                        Mandatory
      Prepayments

                      	
                         
      76

                      
	 	
                        Section
      2.11

                      	
                        Interest

                      	
                         
      78

                      
	 	
                        Section
      2.12

                      	
                        Conversion/Continuation
      Option

                      	
                         
      79

                      
	 	
                        Section
      2.13

                      	
                        Fees

                      	
                         
      80

                      
	 	
                        Section
      2.14

                      	
                        Payments
      and Computations

                      	
                         
      81

                      
	 	
                        Section
      2.15

                      	
                        Special
      Provisions Governing Eurocurrency Rate Loans

                      	
                         
      86

                      
	 	
                        Section
      2.16

                      	
                        Capital
      Adequacy

                      	
                         
      88

                      
	 	
                        Section
      2.17

                      	
                        Taxes

                      	
                         
      88

                      
	 	
                        Section
      2.18

                      	
                        Substitution
      of Lenders

                      	
                         
      92

                      
	 	
                        Section
      2.19

                      	
                        Impact
      of the Cases and the DIP Facilities on the Prepetition
      Facilities

                      	
                         
      94

                      
	
                         
        

                        ARTICLE
      II.A.  THE DIP
      FACILITIES  

                      	
                         
      94

                      
	 	
                        Section
      2.1.A

                      	
                        DIP
      Loans

                      	
                         
      94

                      
	 	
                        Section
      2.2.A

                      	
                        Borrowing
      Procedures for New Money DIP Term Loan Borrowings

                      	
                         
      96

                      
	 	
                        Section
      2.3.A

                      	
                        Incremental
      New Money DIP Term Loans and Commitments.

                      	
                         
      97

                      
	 	
                        Section
      2.4.A

                      	
                        DIP
      Collateral Account

                      	
                        100

                      
	 	
                        Section
      2.5.A

                      	
                        [Reserved]

                      	
                        100

                      
	 	
                        Section
      2.6.A

                      	
                        [Reserved]

                      	
                        100

                      
	 	
                        Section
      2.7.A

                      	
                        Repayment
      of the DIP Loans

                      	
                        100

                      
	 	
                        Section
      2.8.A

                      	
                        Evidence
      of Debt

                      	
                        100

                      
	 	
                        Section
      2.9.A

                      	
                        Optional
      Prepayments and Reductions in New Money DIP Term
    Commitments

                      	
                        101

                      
	 	
                        Section
      2.10.A

                      	
                        Mandatory
      Prepayments

                      	
                        101

                      
	 	
                        Except
      as otherwise duly waived in accordance with Section 11.1A (Amendments,
      Waivers, Etc.):

                      	
                        101

                      


              

            

          

           

           

          
            
              
              

            

            
              i

              
                

              

            

            
              
              

              CONFORMED
COMPOSITE VERSION

            

          

           

          
            Table
of Contents

            (Continued)

          

           

          
            
              
                
                  	 	
                          Section
      2.11.A

                        	
                          Interest

                        	
                          102

                        
	 	
                          Section
      2.12.A

                        	
                          Conversion/Continuation
      Option

                        	
                          103

                        
	 	
                          Section
      2.13.A

                        	
                          Fees

                        	
                          104

                        
	 	
                          Section
      2.14.A

                        	
                          Payments
      and Computations

                        	
                          105

                        
	 	
                          Section
      2.15.A

                        	
                          Special
      Provisions Governing Eurocurrency Rate Loans

                        	
                          109

                        
	 	
                          Section
      2.16.A

                        	
                          Capital
      Adequacy

                        	
                          111

                        
	 	
                          Section
      2.17.A

                        	
                          Taxes

                        	
                          111

                        
	 	
                          Section
      2.18.A

                        	
                          Substitution
      of DIP Lenders

                        	
                          115

                        
	 	
                          Section
      2.19.A

                        	
                          Super
      Priority Nature of DIP Obligations and Liens

                        	
                          116

                        
	 	
                          Section
      2.20.A

                        	
                          No
      Discharge; Survival of Claims

                        	
                          117

                        
	 	
                          Section
      2.21.A

                        	
                          Extension
      of Stated Maturity Date

                        	
                          117

                        
	
                           
        

                          ARTICLE
      III CONDITIONS TO LOANS AND LETTERS OF CREDIT  

                        	
                          117

                        
	 	
                          Section
      3.1

                        	
                          Conditions
      Precedent to Initial Prepetition Loans and Letters of
    Credit

                        	
                          117

                        
	 	
                          Section
      3.2

                        	
                          Conditions
      Precedent to Each Prepetition Loan and Letter of Credit

                        	
                          122

                        
	 	
                          Section
      3.3

                        	
                          Determinations
      of Initial Borrowing Conditions

                        	
                          123

                        
	 	
                          Section
      3.4

                        	
                          Conditions
      Precedent to Initial DIP Loans

                        	
                          123

                        
	 	
                          Section
      3.5

                        	
                          Failure
      to Achieve the DIP Effective Date

                        	
                          125

                        
	 	
                          Section
      3.6

                        	
                          Conditions
      Precedent to Final DIP Loans

                        	
                          125

                        
	 	
                          Section
      3.7

                        	
                          Conditions
      Precedent to all DIP Loans

                        	
                          125

                        
	
                           
        

                          ARTICLE
      IV REPRESENTATIONS AND WARRANTIES WITH RESPECT TO PREPETITION
      OBLIGATIONS  

                        	
                          127

                        
	 	
                          Section
      4.1

                        	
                          Corporate
      Existence; Compliance with Law

                        	
                          127

                        
	 	
                          Section
      4.2

                        	
                          Corporate
      Power; Authorization; Enforceable Obligations

                        	
                          128

                        
	 	
                          Section
      4.3

                        	
                          Ownership;
      Subsidiaries

                        	
                          129

                        
	 	
                          Section
      4.4

                        	
                          Financial
      Statements

                        	
                          130

                        
	 	
                          Section
      4.5

                        	
                          Material
      Adverse Change

                        	
                          131

                        
	 	
                          Section
      4.6

                        	
                          Solvency

                        	
                          131

                        
	 	
                          Section
      4.7

                        	
                          Litigation

                        	
                          131

                        
	 	
                          Section
      4.8

                        	
                          Taxes

                        	
                          132

                        
	 	
                          Section
      4.9

                        	
                          Full
      Disclosure

                        	
                          132

                        
	 	
                          Section
      4.10

                        	
                          Margin
      Regulations

                        	
                          132

                        
	 	
                          Section
      4.11

                        	
                          No
      Burdensome Restrictions; No Defaults

                        	
                          133

                        
	 	
                          Section
      4.12

                        	
                          Investment
      Company Act

                        	
                          133

                        
	 	
                          Section
      4.13

                        	
                          Use
      of Proceeds

                        	
                          133

                        
	 	
                          Section
      4.14

                        	
                          Insurance

                        	
                          133

                        
	 	
                          Section
      4.15

                        	
                          Labor
      Matters

                        	
                          134

                        
	 	
                          Section
      4.16

                        	
                          ERISA

                        	
                          134

                        
	 	
                          Section
      4.17

                        	
                          Environmental
      Matters

                        	
                          135

                        
	 	
                          Section
      4.18

                        	
                          Intellectual
      Property

                        	
                          136

                        
	 	
                          Section
      4.19

                        	
                          Title;
      Real Property

                        	
                          136

                        
	 	
                          Section
      4.20

                        	
                          Related
      Documents

                        	
                          136

                        


                

              

            

          

           

           

          
            
              
              

            

            
              ii

              
                

              

            

            
              
              

              CONFORMED
COMPOSITE VERSION

            

          

           

          
            Table
of Contents

            (Continued)

          

           

          
            
              	
                       
        

                      ARTICLE
      IV.A  REPRESENTATIONS AND WARRANTIES WITH RESPECT TO DIP
      FACILITIES  

                    	
                      137

                    
	 	
                      Section
      4.1.A

                    	
                      Corporate
      Existence; Compliance with Law

                    	
                      137

                    
	 	
                      Section
      4.2.A

                    	
                      Corporate
      Power; Authorization; Enforceable Obligations

                    	
                      138

                    
	 	
                      Section
      4.3.A

                    	
                      Ownership;
      Subsidiaries

                    	
                      139

                    
	 	
                      Section
      4.4.A

                    	
                      Financial
      Statements

                    	
                      140

                    
	 	
                      Section
      4.5.A

                    	
                      Material
      Adverse Change

                    	
                      141

                    
	 	
                      Section
      4.6.A

                    	
                      [Reserved]

                    	
                      141

                    
	 	
                      Section
      4.7.A

                    	
                      Litigation

                    	
                      141

                    
	 	
                      Section
      4.8.A

                    	
                      Taxes

                    	
                      141

                    
	 	
                      Section
      4.9.A

                    	
                      Full
      Disclosure

                    	
                      142

                    
	 	
                      Section
      4.10.A

                    	
                      Margin
      Regulations

                    	
                      142

                    
	 	
                      Section
      4.11.A

                    	
                      No
      Burdensome Restrictions; No Defaults

                    	
                      142

                    
	 	
                      Section
      4.12.A

                    	
                      Investment
      Company Act

                    	
                      143

                    
	 	
                      Section
      4.13.A

                    	
                      Use
      of Proceeds

                    	
                      143

                    
	 	
                      Section
      4.14.A

                    	
                      Insurance

                    	
                      143

                    
	 	
                      Section
      4.15.A

                    	
                      Labor
      Matters

                    	
                      143

                    
	 	
                      Section
      4.16.A

                    	
                      ERISA

                    	
                      144

                    
	 	
                      Section
      4.17.A

                    	
                      Environmental
      Matters

                    	
                      144

                    
	 	
                      Section
      4.18.A

                    	
                      Intellectual
      Property

                    	
                      145

                    
	 	
                      Section
      4.19.A

                    	
                      Title;
      Real Property

                    	
                      146

                    
	 	
                      Section
      4.20.A

                    	
                      Orders
      of the Bankruptcy Court

                    	
                      146

                    
	
                       
        

                      ARTICLE
      V FINANCIAL COVENANTS WITH RESPECT TO PREPETITION OBLIGATIONS
       

                    	
                      146

                    
	 	
                      Section
      5.1

                    	
                      Financial
      Covenants With Respect to Prepetition Obligations

                    	
                      146

                    
	 	
                      Section
      5.2

                    	
                      Financial
      Covenants With Respect to DIP Obligations

                    	
                      149

                    
	
                       
        

                      ARTICLE
      VI REPORTING COVENANTS WITH RESPECT TO PREPETITION FACILITIES
       

                    	
                      154

                    
	 	
                      Section
      6.1

                    	
                      Financial
      Statements

                    	
                      154

                    
	 	
                      Section
      6.2

                    	
                      Default
      Notices

                    	
                      156

                    
	 	
                      Section
      6.3

                    	
                      Litigation

                    	
                      156

                    
	 	
                      Section
      6.4

                    	
                      Asset
      Sales

                    	
                      157

                    
	 	
                      Section
      6.5

                    	
                      Notices
      under Related Documents

                    	
                      157

                    
	 	
                      Section
      6.6

                    	
                      SEC
      Filings; Press Releases

                    	
                      157

                    
	 	
                      Section
      6.7

                    	
                      Labor
      Relations

                    	
                      157

                    
	 	
                      Section
      6.8

                    	
                      Tax
      Returns

                    	
                      157

                    
	 	
                      Section
      6.9

                    	
                      Insurance

                    	
                      157

                    
	 	
                      Section
      6.10

                    	
                      ERISA
      Matters

                    	
                      158

                    
	 	
                      Section
      6.11

                    	
                      Environmental
      Matters

                    	
                      158

                    
	 	
                      Section
      6.12

                    	
                      Customer
      Contracts

                    	
                      159

                    
	 	
                      Section
      6.13

                    	
                      Other
      Information

                    	
                      159

                    


            

          

           

           

          
            
              
              

            

            
              iii

              
                

              

            

            
              
              

              CONFORMED
COMPOSITE VERSION

            

          

           

          
            Table
of Contents

            (Continued)

          

           

          
            
              	
                       
        

                      ARTICLE
      VI.A  REPORTING COVENANTS WITH RESPECT TO DIP FACILITIES
       

                    	
                      160

                    
	 	
                      Section
      6.1.A

                    	
                      Financial
      Statements and Additional Bankruptcy-related Reporting

                    	
                      160

                    
	 	
                      Section
      6.2.A

                    	
                      Default
      Notices

                    	
                      163

                    
	 	
                      Section
      6.3.A

                    	
                      Litigation

                    	
                      163

                    
	 	
                      Section
      6.4.A

                    	
                      Asset
      Sales

                    	
                      163

                    
	 	
                      Section
      6.5.A

                    	
                      Notices
      under Related Documents

                    	
                      163

                    
	 	
                      Section
      6.6.A

                    	
                      SEC
      Filings; Press Releases

                    	
                      163

                    
	 	
                      Section
      6.7.A

                    	
                      Labor
      Relations

                    	
                      164

                    
	 	
                      Section
      6.8.A

                    	
                      Tax
      Returns

                    	
                      164

                    
	 	
                      Section
      6.9.A

                    	
                      Insurance

                    	
                      164

                    
	 	
                      Section
      6.10.A

                    	
                      ERISA
      Matters

                    	
                      164

                    
	 	
                      Section
      6.11.A

                    	
                      Environmental
      Matters

                    	
                      165

                    
	 	
                      Section
      6.12.A

                    	
                      Customer
      Contracts

                    	
                      166

                    
	 	
                      Section
      6.13.A

                    	
                      Other
      Information; Bankruptcy Court filings

                    	
                      166

                    
	
                       
        

                      ARTICLE
      VII AFFIRMATIVE COVENANTS WITH RESPECT TO PREPETITION FACILITIES
       

                    	
                      167

                    
	 	
                      Section
      7.1

                    	
                      Preservation
      of Corporate Existence, Etc.

                    	
                      167

                    
	 	
                      Section
      7.2

                    	
                      Compliance
      with Laws, Etc.

                    	
                      167

                    
	 	
                      Section
      7.3

                    	
                      Conduct
      of Business

                    	
                      167

                    
	 	
                      Section
      7.4

                    	
                      Payment
      of Taxes, Etc.

                    	
                      167

                    
	 	
                      Section
      7.5

                    	
                      Maintenance
      of Insurance

                    	
                      168

                    
	 	
                      Section
      7.6

                    	
                      Access

                    	
                      168

                    
	 	
                      Section
      7.7

                    	
                      Keeping
      of Books

                    	
                      168

                    
	 	
                      Section
      7.8

                    	
                      Maintenance
      of Properties, Etc.

                    	
                      169

                    
	 	
                      Section
      7.9

                    	
                      Application
      of Proceeds

                    	
                      169

                    
	 	
                      Section
      7.10

                    	
                      Environmental

                    	
                      169

                    
	 	
                      Section
      7.11

                    	
                      Additional
      Collateral and Guaranties

                    	
                      169

                    
	 	
                      Section
      7.12

                    	
                      Exchange
      Rate Fluctuations

                    	
                      171

                    
	 	
                      Section
      7.13

                    	
                      [Reserved]

                    	
                      171

                    
	 	
                      Section
      7.14

                    	
                      Classification
      of Jurisdictions

                    	
                      171

                    
	 	
                      Section
      7.15

                    	
                      Compliance
      with Financial Covenants

                    	
                      171

                    
	
                       
        

                      ARTICLE
      VII.A  AFFIRMATIVE COVENANTS WITH RESPECT TO DIP
      FACILITIES  

                    	
                      171

                    
	 	
                      Section
      7.1.A

                    	
                      Preservation
      of Corporate Existence, Etc.

                    	
                      172

                    
	 	
                      Section
      7.2.A

                    	
                      Compliance
      with Laws, Etc.

                    	
                      172

                    
	 	
                      Section
      7.3.A

                    	
                      Conduct
      of Business

                    	
                      172

                    
	 	
                      Section
      7.4.A

                    	
                      Payment
      of Taxes, Etc.

                    	
                      172

                    
	 	
                      Section
      7.5.A

                    	
                      Maintenance
      of Insurance

                    	
                      172

                    
	 	
                      Section
      7.6.A

                    	
                      Access

                    	
                      173

                    
	 	
                      Section
      7.7.A

                    	
                      Keeping
      of Books

                    	
                      173

                    
	 	
                      Section
      7.8.A

                    	
                      Maintenance
      of Properties, Etc.

                    	
                      173

                    
	 	
                      Section
      7.9.A

                    	
                      Application
      of Proceeds; DIP Collateral Account

                    	
                      174

                    
	 	
                      Section
      7.10.A

                    	
                      Environmental,
      Health and Safety

                    	
                      174

                    
	 	
                      Section
      7.11.A

                    	
                      Additional
      Collateral and Guaranties

                    	
                      174

                    


            

          

           

           

          
            
              
              

            

            
              iv

              
                

              

            

            
              
              

              CONFORMED
COMPOSITE VERSION

            

          

           

          
            Table
of Contents

            (Continued)

          

           

          
            
              
                
                  
                    	 	
                            Section
      7.12.A

                          	
                            [Reserved]

                          	
                            175

                          
	 	
                            Section
      7.13.A

                          	
                            [Reserved]

                          	
                            175

                          
	 	
                            Section
      7.14.A

                          	
                            Classification
      of Jurisdictions

                          	
                            175

                          
	 	
                            Section
      7.15.A

                          	
                            Compliance
      with Financial Covenants

                          	
                            175

                          
	 	
                            Section
      7.16.A

                          	
                            Additional
      Bankruptcy-related Covenants

                          	
                            176

                          
	 	
                            Section
      7.17.A

                          	
                            Sale
      Process

                          	
                            177

                          
	
                             
        

                            ARTICLE
      VIII NEGATIVE COVENANTS WITH RESPECT TO THE PREPETITION FACILITIES
       

                          	
                            179

                          
	 	
                            Section
      8.1

                          	
                            Indebtedness

                          	
                            179

                          
	 	
                            Section
      8.2

                          	
                            Liens,
      Etc.

                          	
                            181

                          
	 	
                            Section
      8.3

                          	
                            Investments

                          	
                            182

                          
	 	
                            Section
      8.4

                          	
                            Sale
      of Assets

                          	
                            184

                          
	 	
                            Section
      8.5

                          	
                            Restricted
      Payments

                          	
                            186

                          
	 	
                            Section
      8.6

                          	
                            Prepayment
      and Cancellation of Indebtedness

                          	
                            187

                          
	 	
                            Section
      8.7

                          	
                            Restriction
      on Fundamental Changes; Permitted Acquisitions

                          	
                            188

                          
	 	
                            Section
      8.8

                          	
                            Change
      in Nature of Business

                          	
                            188

                          
	 	
                            Section
      8.9

                          	
                            Transactions
      with Affiliates

                          	
                            189

                          
	 	
                            Section
      8.10

                          	
                            Limitations
      on Restrictions on Subsidiary Distributions; No New Negative
      Pledge

                          	
                            189

                          
	 	
                            Section
      8.11

                          	
                            Modification
      of Constituent Documents

                          	
                            190

                          
	 	
                            Section
      8.12

                          	
                            Modification
      of Related Documents

                          	
                            190

                          
	 	
                            Section
      8.13

                          	
                            Accounting
      Changes; Fiscal Year

                          	
                            190

                          
	 	
                            Section
      8.14

                          	
                            Margin
      Regulations

                          	
                            191

                          
	 	
                            Section
      8.15

                          	
                            Sale/Leasebacks

                          	
                            191

                          
	 	
                            Section
      8.16

                          	
                            No
      Speculative Transactions

                          	
                            191

                          
	 	
                            Section
      8.17

                          	
                            Compliance
      with ERISA

                          	
                            191

                          
	
                             
        

                            ARTICLE
      VIII.A  NEGATIVE COVENANTS WITH RESPECT TO DIP FACILITIES
       

                          	
                            191

                          
	 	
                            Section
      8.1.A

                          	
                            Indebtedness

                          	
                            191

                          
	 	
                            Section
      8.2.A

                          	
                            Liens,
      Etc.

                          	
                            193

                          
	 	
                            Section
      8.3.A

                          	
                            Investments

                          	
                            195

                          
	 	
                            Section
      8.4.A

                          	
                            Sale
      of Assets

                          	
                            196

                          
	 	
                            Section
      8.5.A

                          	
                            Restricted
      Payments

                          	
                            198

                          
	 	
                            Section
      8.6.A

                          	
                            Prepayment
      and Cancellation of Indebtedness

                          	
                            199

                          
	 	
                            Section
      8.7.A

                          	
                            Restriction
      on Fundamental Changes; Permitted Acquisitions

                          	
                            199

                          
	 	
                            Section
      8.8.A

                          	
                            Change
      in Nature of Business

                          	
                            200

                          
	 	
                            Section
      8.9.A

                          	
                            Transactions
      with Affiliates

                          	
                            200

                          
	 	
                            Section
      8.10.A

                          	
                            Limitations
      on Restrictions on Subsidiary Distributions; No New Negative
      Pledge

                          	
                            200

                          
	 	
                            Section
      8.11.A

                          	
                            Modification
      of Constituent Documents

                          	
                            201

                          
	 	
                            Section
      8.12.A

                          	
                            Modification
      of Related Documents

                          	
                            201

                          
	 	
                            Section
      8.13.A

                          	
                            Accounting
      Changes; Fiscal Year

                          	
                            201

                          
	 	
                            Section
      8.14.A

                          	
                            Margin
      Regulations

                          	
                            202

                          
	 	
                            Section
      8.15.A

                          	
                            Sale/Leasebacks

                          	
                            202

                          
	 	
                            Section
      8.16.A

                          	
                            No
      Speculative Transactions

                          	
                            202

                          


                  

                

              

            

          

           

           

          
            
              
              

            

            
              v

              
                

              

            

            
              
              

              CONFORMED
COMPOSITE VERSION

            

          

           

          
            Table
of Contents

            (Continued)

          

           

          
            
              
                
                  
                    
                      	 	
                              Section
      8.17.A

                            	
                              Compliance
      with ERISA

                            	
                              202

                            
	 	
                              Section
      8.18.A

                            	
                              Chapter 11
      Claims

                            	
                              202

                            
	 	
                              Section
      8.19.A

                            	
                              The
      Orders

                            	
                              203

                            
	 	
                              Section
      8.20.A

                            	
                              No
      Right of Subrogation

                            	
                              203

                            
	
                               
        

                              ARTICLE
      IX EVENTS OF DEFAULT WITH RESPECT TO PREPETITION FACILITIES
       

                            	
                              203

                            
	 	
                              Section
      9.1

                            	
                              Events
      of Default

                            	
                              203

                            
	
                               
        

                              ARTICLE
      IX.A  EVENTS OF DEFAULT WITH RESPECT TO DIP FACILITIES
       

                            	
                              205

                            
	 	
                              Section
      9.1.A

                            	
                              Events
      of Default with respect to DIP Facilities

                            	
                              205

                            
	 	
                              Section
      9.2

                            	
                              Remedies

                            	
                              211

                            
	 	
                              Section
      9.2.A

                            	
                              Remedies

                            	
                              212

                            
	 	
                              Section
      9.3

                            	
                              Actions
      in Respect of Revolving Letters of Credit

                            	
                              212

                            
	 	
                              Section
      9.4

                            	
                              Rescission

                            	
                              213

                            
	 	
                              Section
      9.4.A

                            	
                              Rescission

                            	
                              213

                            
	
                               
        

                              ARTICLE
      X THE AGENTS  

                            	
                              214

                            
	 	
                              Section
      10.1

                            	
                              Authorization
      and Action

                            	
                              214

                            
	 	
                              Section
      10.2

                            	
                              Agent’s
      Reliance, Etc.

                            	
                              216

                            
	 	
                              Section
      10.3

                            	
                              Posting
      of Approved Electronic Communications

                            	
                              216

                            
	 	
                              Section
      10.4

                            	
                              The
      Agents Individually

                            	
                              217

                            
	 	
                              Section
      10.5

                            	
                              Lender
      Credit Decision

                            	
                              218

                            
	 	
                              Section
      10.6

                            	
                              Indemnification

                            	
                              218

                            
	 	
                              Section
      10.7

                            	
                              Successor
      Administrative Agent

                            	
                              219

                            
	 	
                              Section
      10.8

                            	
                              Concerning
      the Collateral and the Collateral Documents – Prepetition
      Facilities

                            	
                              220

                            
	 	
                              Section
      10.8.A

                            	
                              Concerning
      the Collateral and the Collateral Documents – DIP
    Facilities

                            	
                              221

                            
	 	
                              Section
      10.9

                            	
                              Collateral
      Matters Relating to Related Obligations

                            	
                              222

                            
	
                               
        

                              ARTICLE
      XI MISCELLANEOUS  

                            	
                              223

                            
	 	
                              Section
      11.1

                            	
                              Amendments,
      Waivers, Etc. – Prepetition Facilities

                            	
                              223

                            
	 	
                              Section
      11.1.A

                            	
                              Amendments,
      Waivers, Etc. – DIP Facilities

                            	
                              226

                            
	 	
                              Section
      11.2

                            	
                              Assignments
      and Participations

                            	
                              228

                            
	 	
                              Section
      11.3

                            	
                              German
      Parallel Debt to the Administrative Agent

                            	
                              232

                            
	 	
                              Section
      11.3.A

                            	
                              German
      Parallel Debt to the DIP Administrative Agent

                            	
                              233

                            
	 	
                              Section
      11.4

                            	
                              Costs
      and Expenses

                            	
                              233

                            
	 	
                              Section
      11.4.A

                            	
                              Costs
      and Expenses

                            	
                              235

                            
	 	
                              Section
      11.5

                            	
                              Indemnities

                            	
                              236

                            
	 	
                              Section
      11.5.A

                            	
                              Indemnities
      – DIP Facilities

                            	
                              237

                            
	 	
                              Section
      11.6

                            	
                              Limitation
      of Liability

                            	
                              239

                            
	 	
                              Section
      11.7

                            	
                              Right
      of Set-off

                            	
                              240

                            
	 	
                              Section
      11.8

                            	
                              Sharing
      of Payments, Etc.

                            	
                              240

                            
	 	
                              Section
      11.9

                            	
                              Notices,
      Etc.

                            	
                              241

                            
	 	
                              Section
      11.10

                            	
                              No
      Waiver; Remedies

                            	
                              243

                            
	 	
                              Section
      11.11

                            	
                              Amendment
      No. 2; Binding Effect

                            	
                              243

                            


                    

                  

                

              

            

          

           

           

          
            
              
              

            

            
              vi

              
                

              

            

            
              
              

              CONFORMED
COMPOSITE VERSION

            

          

           

          
            Table
of Contents

            (Continued)

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              
                                                                                                                                                                                                
                                                                                                                                                                                                  
                                                                                                                                                                                                    
                                                                                                                                                                                                      
                                                                                                                                                                                                        
                                                                                                                                                                                                          
                                                                                                                                                                                                            
                                                                                                                                                                                                              
                                                                                                                                                                                                                
                                                                                                                                                                                                                  
                                                                                                                                                                                                                    
                                                                                                                                                                                                                      
                                                                                                                                                                                                                        
                                                                                                                                                                                                                          
                                                                                                                                                                                                                            
                                                                                                                                                                                                                              
                                                                                                                                                                                                                                
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                            	 	
                                                                                                                                                                                                                                                                                                                                                                                                                    Section
      11.12

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    Governing
      Law

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    243

                                                                                                                                                                                                                                                                                                                                                                                                                  
	 	
                                                                                                                                                                                                                                                                                                                                                                                                                    Section
      11.13

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    Submission
      to Jurisdiction; Service of Process

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    243

                                                                                                                                                                                                                                                                                                                                                                                                                  
	 	
                                                                                                                                                                                                                                                                                                                                                                                                                    Section
      11.14

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    Waiver
      of Jury Trial

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    244

                                                                                                                                                                                                                                                                                                                                                                                                                  
	 	
                                                                                                                                                                                                                                                                                                                                                                                                                    Section
      11.15

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    Marshaling;
      Payments Set Aside

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    244

                                                                                                                                                                                                                                                                                                                                                                                                                  
	 	
                                                                                                                                                                                                                                                                                                                                                                                                                    Section
      11.16

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    Section Titles

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    245

                                                                                                                                                                                                                                                                                                                                                                                                                  
	 	
                                                                                                                                                                                                                                                                                                                                                                                                                    Section
      11.17

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    Execution
      in Counterparts

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    245

                                                                                                                                                                                                                                                                                                                                                                                                                  
	 	
                                                                                                                                                                                                                                                                                                                                                                                                                    Section
      11.18

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    Entire
      Agreement

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    245

                                                                                                                                                                                                                                                                                                                                                                                                                  
	 	
                                                                                                                                                                                                                                                                                                                                                                                                                    Section
      11.19

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    Confidentiality

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    245

                                                                                                                                                                                                                                                                                                                                                                                                                  
	 	
                                                                                                                                                                                                                                                                                                                                                                                                                    Section
      11.20

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    Patriot
      Act Notice.

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    246

                                                                                                                                                                                                                                                                                                                                                                                                                  
	 	
                                                                                                                                                                                                                                                                                                                                                                                                                    Section
      11.21

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    Effect
      of this Agreement.

                                                                                                                                                                                                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                                                                                                                                                                                                    246

                                                                                                                                                                                                                                                                                                                                                                                                                  
	 	 
      	 
      	 
      


                                                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            

                                                                                                                                                                                                                          

                                                                                                                                                                                                                        

                                                                                                                                                                                                                      

                                                                                                                                                                                                                    

                                                                                                                                                                                                                  

                                                                                                                                                                                                                

                                                                                                                                                                                                              

                                                                                                                                                                                                            

                                                                                                                                                                                                          

                                                                                                                                                                                                        

                                                                                                                                                                                                      

                                                                                                                                                                                                    

                                                                                                                                                                                                  

                                                                                                                                                                                                

                                                                                                                                                                                              

                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

        CONFORMED
COMPOSITE VERSION

      

    

     

    
      Schedules

       

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                	
                                                                                                        Schedule I

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Commitments

                                                                                                      
	 
      	 
      	 
      	
                                                                                                        PART
      A: Prepetition Loans

                                                                                                      
	 
      	 
      	 
      	
                                                                                                        PART
      B: DIP Loans

                                                                                                      
	 
      	 
      	 
      	
                                                                                                        PART
      C: Roll-Up Entitlements

                                                                                                      
	
                                                                                                        Schedule II

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Applicable
      Lending Offices and Addresses for Notices

                                                                                                      
	 
      	 
      	 
      	
                                                                                                        PART
      A: Prepetition Lenders

                                                                                                      
	 
      	 
      	 
      	
                                                                                                        PART
      B: DIP Lenders

                                                                                                      
	
                                                                                                        Schedule III

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Mandatory
      Costs

                                                                                                      
	
                                                                                                        Schedule
      IV

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Specified
      Asset Sales

                                                                                                      
	
                                                                                                        Schedule
      V

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Dormant
      Subsidiaries

                                                                                                      
	
                                                                                                        Schedule 2.4

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Existing
      Letters of Credit

                                                                                                      
	
                                                                                                        Schedule 3.1(a)(vii)

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Local
      Counsel – Prepetition Loans

                                                                                                      
	
                                                                                                        Schedule 3.1(a)(x)

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Foreign
      Constituent Documents – Prepetition Loans

                                                                                                      
	
                                                                                                        Schedule 3.1(j)

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Intercompany
      Loan Parties – Prepetition Loans

                                                                                                      
	
                                                                                                        Schedule 4.2

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Consents

                                                                                                      
	
                                                                                                        Schedule 4.2A

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Consents
      – DIP Effective Date

                                                                                                      
	
                                                                                                        Schedule 4.3

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Ownership
      of Subsidiaries

                                                                                                      
	
                                                                                                        Schedule 4.3A

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Ownership
      of Subsidiaries – DIP Effective Date

                                                                                                      
	
                                                                                                        Schedule 4.7

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Litigation

                                                                                                      
	
                                                                                                        Schedule 4.7A

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Litigation
      – DIP Effective Date

                                                                                                      
	
                                                                                                        Schedule 4.8

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Taxes

                                                                                                      
	
                                                                                                        Schedule 4.8A

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Taxes
      – DIP Effective Date

                                                                                                      
	
                                                                                                        Schedule 4.15

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Labor
      Matters

                                                                                                      
	
                                                                                                        Schedule 4.15A

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Labor
      Matters – DIP Effective Date

                                                                                                      
	
                                                                                                        Schedule 4.16(a)

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        List
      of Plans

                                                                                                      
	
                                                                                                        Schedule 4.16A(a)

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        List
      of Plans – DIP Effective Date

                                                                                                      
	
                                                                                                        Schedule 4.17

                                                                                                      	 
      	
                                                                                                        Environmental
      Matters

                                                                                                      
	
                                                                                                        Schedule 7.13(a)

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Post-Closing
      Covenants – Short Term

                                                                                                      
	
                                                                                                        Schedule 7.13(b)

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Post-Closing
      Covenants – Long Term

                                                                                                      
	
                                                                                                        Schedule 7.13(c)

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Post-Closing
      Covenants – Amendment No. 1

                                                                                                      
	
                                                                                                        Schedule 8.1

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Existing
      Indebtedness

                                                                                                      
	
                                                                                                        Schedule 8.1A

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Existing
      Indebtedness – DIP Effective Date

                                                                                                      
	
                                                                                                        Schedule
      8.1A(l)

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Existing
      Hedging – DIP Effective Date

                                                                                                      
	
                                                                                                        Schedule 8.2

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Existing
      Liens

                                                                                                      
	
                                                                                                        Schedule 8.2A

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Existing
      Liens – DIP Effective Date

                                                                                                      
	
                                                                                                        Schedule 8.3(a)

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Existing
      Investments

                                                                                                      
	
                                                                                                        Schedule 8.3A(a)

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Existing
      Investments – DIP Effective Date

                                                                                                      
	
                                                                                                        Schedule 8.3(f)

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Conditions
      Precedent to Intercompany Loans

                                                                                                      
	
                                                                                                        Schedule 8.3A(f)

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Conditions
      Precedent to Intercompany Loans – DIP Effective Date

                                                                                                      
	
                                                                                                        Schedule
      8.4A(k)

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Permitted
      Post-Petition Non-Wheel Business Sales

                                                                                                      
	
                                                                                                        Schedule
      8.4.A(l)

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Permitted
      Post-Petition Asset Sales

                                                                                                      
	
                                                                                                        Schedule 8.10

                                                                                                      	
                                                                                                        -

                                                                                                      	
                                                                                                        Negative
      Pledges

                                                                                                      


                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        viii

        
          

        

      

      
        
        

        CONFORMED
COMPOSITE VERSION

      

    

    
      Schedules
(Continued)

       

    

    
      	
              Schedule 8.10A

               

            	
              -

               

            	
              Negative
      Pledges – DIP Effective Date

            


    

     

     

     

    
      
        
        

      

      
        ix

        
          

        

      

      
        
        

        CONFORMED
COMPOSITE VERSION

      

    

     

    
      Exhibits

    

     

    
      
        
          
            	
                    Exhibit A

                  	
                    -

                  	
                    Form of Assignment and
      Acceptance

                  
	
                    Exhibit B-1

                  	
                    -

                  	
                    Form of Revolving Credit
      Note

                  
	
                    Exhibit B-2

                  	
                    -

                  	
                    Form of Term Loan
Note

                  
	
                    Exhibit B-3

                  	
                    -

                  	
                    Form
      of New Money DIP Term Loan Note

                  
	
                    Exhibit B-4

                  	
                    -

                  	
                    Form
      of Roll-Up Loan Note

                  
	
                    Exhibit C

                  	
                    -

                  	
                    Form of Notice of
      Borrowing

                  
	
                    Exhibit C-2

                  	
                    -

                  	
                    Form
      of New Money Term Loan Borrowing Notice

                  
	
                    Exhibit D

                  	
                    -

                  	
                    Form of Swing Loan
    Request

                  
	
                    Exhibit E

                  	
                    -

                  	
                    Form of Letter of Credit
      Request

                  
	
                    Exhibit F

                  	
                    -

                  	
                    Form of Notice of Conversion
      or Continuation

                  
	
                    Exhibit G

                  	
                    -

                  	
                    Form of Opinion of Counsel for
      the Loan Parties

                  
	 
      	 
      	
                    PART
      A: Prepetition Loans

                  
	 
      	 
      	
                    PART
      B: DIP Loans

                  
	
                    Exhibit H-1

                  	
                    -

                  	
                    Form of Guaranty

                  
	
                    Exhibit H-2

                  	
                    -

                  	
                    Form
      of DIP Guaranty

                  
	
                    Exhibit I

                  	
                    -

                  	
                    Form of Pledge and Security
      Agreement

                  
	
                    Exhibit J

                  	
                    -

                  	
                    Form
      of Responsible Officer’s Certificate

                  
	
                    Exhibit K

                  	
                    -

                  	
                    2007
      Corporate Restructuring

                  
	
                    Exhibit L

                  	
                    -

                  	
                    Form
      of 13-Week Budget

                  
	
                    Exhibit
      M

                  	
                    -

                  	
                    Plan
      Term Sheet

                  
	
                    Exhibit
      N

                  	
                    -

                  	
                    Form
      of DIP Depositary
Agreement

                  


          

        

      

    

     

     

     

    
      
        
        

      

      
        x

        
          

        

      

      
        
        

        CONFORMED
COMPOSITE VERSION

      

    

     

     

    
      THIS SECOND AMENDED AND RESTATED
CREDIT AGREEMENT dated as of May 30, 2007, among HLI
Operating Company, Inc., a Delaware corporation (“U.S. Borrower”), Hayes
Lemmerz Finance Llc - Luxembourg S.C.A., a société en commandite par
actions organized under the laws of the Grand Duchy of Luxembourg (“Luxembourg Borrower”), Hayes
Lemmerz International, Inc., a Delaware corporation (“Holdings”), the Lenders and
Issuers (in each case as defined therein) party thereto, Citicorp
North America, Inc. (“CNAI”), as administrative
agent for the Lenders and the Issuers (in such capacity, and as agent for the
Secured Parties under the other Prepetition Loan Documents, the “Prepetition Administrative
Agent”), Deutsche
Bank Securities Inc., as Syndication Agent for the Prepetition Facilities
(“Prepetition Syndication
Agent”), CNAI, as Documentation Agent for the Prepetition Facilities
(“Prepetition Documentation
Agent”), and Citigroup
Global Markets Inc. and Deutsche
Bank Securities Inc., as Joint Book-Running Lead Managers and Joint Lead
Arrangers for the Prepetition Facilities (“Original Credit Agreement”),
as amended by Amendment No. 1, dated as of January 30, 2009, among the
Borrowers, Holdings and the Prepetition Administrative Agent on behalf of each
Lender executing a Lender Consent (as defined therein) (“Amendment No. 1”, and the
Original Credit Agreement as amended by Amendment No. 1, the “Existing Credit Agreement” ),
as further amended by Amendment No. 2, dated as of May 12, 2009, among the
Borrowers, Holdings, each Lender (as defined in the Existing Credit Agreement
referred to therein) party thereto, each DIP Lender (as defined therein), Deutsche
Bank AG New York Branch, as administrative agent for the DIP Lenders
(“DIP Administrative
Agent”) and Deutsche
Bank Securities Inc. and General
Electric Capital Corporation, as Joint Book-Running Lead Managers, Joint
Lead Arrangers and Syndication Agents with respect to the DIP Facility referred
to therein (“DIP Lead
Arrangers”) and Deutsche
Bank Securities Inc., as Documentation Agent with respect to the DIP
Facility referred to therein (“DIP Documentation Agent”) (as
the same may be further amended, restated, supplemented or otherwise modified
from time to time, the “Credit
Agreement”). Capitalized terms used herein and not otherwise defined
herein are used herein as defined in the Credit Agreement.

       

      W i t n e s s e t h:

       

      Whereas,
on May 11, 2009 (the “Petition
Date”), Holdings, the Parent, the Borrowers and each other Domestic
Subsidiary (together, the “Initial Debtors”) each filed
a voluntary petition for relief (collectively, the “Initial Cases”) under
chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court
for the District of Delaware (the “Bankruptcy
Court”);

       

      Whereas,
the Debtors are continuing to operate their respective businesses and manage
their respective properties as debtors in possession under sections 1107(a)
and 1108 of the Bankruptcy Code; and

       

      Whereas,
the Borrowers, Holdings, the Prepetition Lenders (as defined below) and Issuers
(as defined below) party thereto from time to time, the Prepetition
Administrative Agent, the Prepetition Syndication Agent, the Prepetition
Documentation Agent, and the Prepetition Lead Arrangers are parties to Existing
Credit Agreement; and

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      Whereas,
the Existing Credit Agreement made available to the Borrowers (a) a revolving
credit facility in Euros and Dollars in the aggregate principal amount of up to
the Dollar Equivalent of $125,000,000, (b) a term loan facility made available
to the Luxembourg Borrower in Euros, in an aggregate principal amount of up to
€260,000,000 and (c) a synthetic letter of credit facility made available to the
Borrowers in an amount of up to €15,000,000; and

       

      Whereas,
as of the date hereof, (i) amounts have been made available to Borrowers under
the Existing Credit Agreement and €254,800,000 of  Term Loans and
$125,000,000 of Revolving Loans are outstanding, (ii) the entire aggregate
amount of the Synthetic L/C Commitments have been funded in full, and
(iii) an Event of Default has occurred and is continuing under Section 9.1(f) of the
Existing Credit Agreement and, as a result, all Prepetition Loans have
automatically become due and payable pursuant to Section 9.2 of the
Existing Credit Agreement; and

       

      Whereas,
the Borrowers desire, among other things, to amend the Existing Credit Agreement
to establish (a) a senior secured debtor-in-possession new money term loan
facility in an aggregate principal amount of up to the Dollar Equivalent of
$80,000,000 and (b) a senior secured debtor-in-possession roll-up loan facility
in an aggregate principal amount of up to the Dollar Equivalent of $80,000,000,
subject to a superpriority claim and lien of the DIP Administrative Agent for
the benefit of itself and the DIP Lenders against the Borrowers and the other
Debtors; and

       

      Whereas,
on the date hereof the Borrowers, Holdings, each Lender (as defined in the
Existing Credit Agreement referred to therein) party thereto, each DIP Lender
(as defined therein), the DIP Administrative Agent, the DIP Lead Arrangers and
the DIP Documentation Agent have entered into Amendment No. 2;

       

      Now,
Therefore, in consideration of the premises and the covenants and
agreements contained herein, the parties hereto hereby agree as
follows:

       

      ARTICLE
I


       

      Definitions, Interpretation And Accounting
Terms

       

      Section
1.1       Defined Terms

       

      As
used in this Agreement, the following terms have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):

       

      “13-Week Budget” has the
meaning specified in Section 6.1A(k).

       

      “Administrative Agent” means each of the
Prepetition Administrative Agent and the DIP Administrative Agent.

       

      “Affected DIP Lender” has the
meaning specified in Section 2.18.A (Substitution of DIP
Lenders).

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Affected Lender” has the
meaning specified in Section
2.18 (Substitution of
Lenders).

       

      “Affiliate” means, (a) with
respect to any Loan Party, any other Person directly or indirectly controlling
or that is controlled by or is under common control with such Loan Party, each
officer, director or general partner of such Loan Party and each Person that is
the beneficial owner of 10% or more of any class of Voting Stock of such Loan
Party and (b) with respect to any Person other than a Loan Party, any other
Person directly or indirectly controlling or that is controlled by or is under
common control with such Person, each officer, director or general partner of
such Person and each Person that is the beneficial owner of 5% or more of any
class of Voting Stock of such Person.  For the purposes of this
definition, (x) “control” means the possession
of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise and (y) with respect to any Roll-Up Lender for the purposes of
determining such Roll-Up Lender’s Prepetition Loans under Section 2.1A(b) and with
respect to any Consenting Prepetition Lender for the purposes of Section 2.13A, “Affiliate”
shall include Approved Funds.

       

      “Agent” means each of the
Administrative Agents, the DIP Depositary, the Prepetition Syndication Agent and
the Prepetition Documentation Agent.

       

      “Agreed Security Principles”
means any grant of a Lien or provision of a guarantee by any Person that
could:

       

      (a)           result
in any breach of corporate benefit, financial assistance, capital preservation,
fraudulent preference, thin capitalization rules, retention of title claims and
similar laws or regulations (or analogous restrictions) of the jurisdiction of
organization of such Person;

       

      (b)           result
in any risk to the officers of such Person of contravention of their fiduciary
duties and/or of a reasonable likelihood of criminal or substantial civil
liability;

       

      (c)           result
in costs (tax, administrative or otherwise) that in the reasonable determination
of any Administrative Agent (in the case of the DIP Administrative Agent, acting
on the instruction of the Requisite DIP Lenders) is materially disproportionate
to the benefit obtained by the beneficiaries of such Lien and/or guarantee;
or

       

      (d)           result
in a breach or default of an agreement binding on such Person (other than (i) an
agreement constituting Indebtedness or (ii) an agreement entered into for
the purpose of avoiding the obligation to enter into a Guaranty, DIP Guaranty or
DIP Foreign Guaranty) that may not be amended or otherwise modified using
commercially reasonable efforts to avoid such breach or default.

       

      “Agreement” has the meaning
specified in the preamble to this Agreement.

       

      “Alternative Currency” means
any lawful currency other than Dollars that is freely transferable into
Dollars.

       

      “Amendment No. 1” has the
meaning specified in the preamble to this Agreement.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Amendment No. 1 Effective
Date” means
January 30, 2009.

       

      “Amendment No. 2” has the
meaning specified in the preamble to this Agreement.

       

      “Amendment No. 2 Effective
Date” means the date on which Amendment No. 2 becomes effective in
accordance with its terms.

       

      “Applicable Lending Office”
means, with respect to each Lender, (a) its Domestic Lending Office in the case
of a Base Rate Loan and (b) its Eurocurrency Lending Office in the case of
a Eurocurrency Rate Loan denominated in Dollars or Euros.

       

      “Applicable Margin”
means:

       

      (a)           with
respect to the Revolving Loans maintained as (i) Eurocurrency Rate Loans, a
rate equal to 6.00% per
annum and (ii) Base Rate Loans, a rate equal to 5.25% per annum;

       

      (b)           with
respect to Term Loans maintained as Eurocurrency Rate Loans, a rate equal to
6.00% per
annum.

       

      “Applicable Unused Commitment Fee
Rate” means, (a) 0.625% per annum, and (b) upon
Holdings being rated “BB-” or higher by S&P and “Ba3” or higher by Moody’s
and for so long as such ratings are maintained, 0.50% per annum.

       

      “Approved Deposit Account” has
the meaning specified in the Pledge and Security Agreement.

       

      “Approved Electronic
Communications” means each notice, demand, communication, information,
document and other material that any Loan Party is obligated to, or otherwise
chooses to, provide to the applicable Administrative Agent pursuant to any Loan
Document or the transactions contemplated therein, including (a) any
supplement to the Guaranty or DIP Guaranty, any joinder to the Pledge and
Security Agreement or any Foreign Collateral Document, and any other written
Contractual Obligation delivered or required to be delivered in respect of any
Loan Document or the transactions contemplated therein, (b) any Financial
Statement, financial and other report, notice, request, certificate and other
information material and (c) any other Intercompany Loan Document; provided, however, that, “Approved Electronic Communications”
shall exclude (i) any Notice of Borrowing, Letter of Credit Request,
Swing Loan Request, Notice of Conversion or Continuation, New Money DIP Term
Loan Borrowing Notice, DIP Collateral Account Withdrawal Notice and any other
notice, demand, communication, information, document and other material relating
to a request for a new, or a conversion of an existing, Borrowing or DIP
Borrower, (ii) any notice pursuant to Section 2.9 (Optional Prepayments), Section 2.9A, Section 2.10 (Mandatory Prepayments) and
Section 2.10A and
any other notice relating to the payment of any principal or other amount due
under any Loan Document prior to the scheduled date therefor, (iii) all
notices of any Default or Event of Default and (iv) any notice, demand,
communication, information, document and other material required to be delivered
to satisfy any of the conditions set forth in Article III (Conditions To Loans And Letters Of
Credit), Section 2.4(a)
(Letters of Credit), or Section 2.5 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      (Synthetic Letters of Credit)
or any other condition to any Borrowing or other extension of credit hereunder
or any condition precedent to the effectiveness of this Agreement.

       

      “Approved Electronic Platform”
has the meaning specified in Section 10.3 (Posting of
Approved Electronic Communications).

       

      “Approved Fund” means any Fund
that is advised or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or Affiliate of an entity that administers or
manages a Lender.

       

      “Arrangers” means Citigroup
Global Markets Inc. and Deutsche Bank Securities Inc., in their capacities as
joint book-running lead managers and joint lead arrangers under the Existing
Credit Agreement.

       

      “Asset Sale” has the meaning
specified in Section
8.4 (Sale of Assets)
or Section 8.4A,
as applicable.

       

      “Assignment and Acceptance”
means an assignment and acceptance entered into by a Lender and an Eligible
Assignee, and accepted by the applicable Administrative Agent, in substantially
the form of Exhibit A (Form of Assignment and
Acceptance).

       

      “Available Credit” means, at
any time, the sum of the U.S. Revolving Available Credit and the Euro Revolving
Available Credit.

       

      “Bankruptcy Code” means
title 11, United States Code, as amended from time to time.

       

      “Bankruptcy Court” has the
meaning specified in the Preamble.

       

      “Bankruptcy Law” means each of
the Bankruptcy Code, insolvency laws of the Netherlands, the insolvency laws of
Germany, the insolvency laws of Spain, the insolvency laws of Luxembourg and all
other liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
faillissement (voorlopige), surseance van betaling, onderbewindstelling, ontbinding, or similar debtor
relief laws of the United States, The Netherlands, Germany, Luxembourg, Spain,
Brazil or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally (including administration,
administrative receivership, voluntary arrangement and schemes of
arrangement).

       

      “Base Rate” means, (i) in the
case of the Prepetition Loans, for any period, a fluctuating interest rate per annum as shall be in
effect from time to time, which rate per annum shall be equal at
all times to the highest of the following:

       

      (a)           the
rate of interest announced publicly by Citibank in New York, New York, from time
to time, as Citibank’s base rate;

       

      (b)           the
sum (adjusted to the nearest 0.25% or, if there is no nearest 0.25%, to the next
higher 0.25%) of (i) 0.5% per annum, (ii) the rate
per annum obtained by


       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      dividing
(A) the latest three-week moving average of secondary market morning
offering rates in the United States for three-month certificates of deposit of
major United States money market banks, such three-week moving average being
determined weekly on each Monday (or, if any such day is not a Business Day, on
the next succeeding Business Day) for the three-week period ending on the
previous Friday by Citibank on the basis of such rates reported by certificate
of deposit dealers to and published by the Federal Reserve Bank of New York or,
if such publication shall be suspended or terminated, on the basis of quotations
for such rates received by Citibank from three New York certificate of deposit
dealers of recognized standing selected by Citibank, by (B) a percentage
equal to 100% minus the
average of the daily percentages specified during such three-week period by the
Federal Reserve Board for determining the maximum reserve requirement (including
any emergency, supplemental or other marginal reserve requirement) for Citibank
in respect of liabilities consisting of or including (among other liabilities)
three-month U.S. dollar nonpersonal time deposits in the United States and
(iii) the average during such three-week period of the maximum annual
assessment rates estimated by Citibank for determining the then current annual
assessment payable by Citibank to the Federal Deposit Insurance Corporation (or
any successor) for insuring Dollar deposits in the United States;
and

       

      (c)           0.5%
per annum plus the Federal Funds Rate;
and

       

      (ii)
in the case of the DIP Loans, for any period, a fluctuating interest rate per annum as shall be in
effect from time to time, which rate per annum shall be equal at
all times to the highest of the following:

       

      (a)           the
rate of interest announced publicly by Deutsche in New York, New York, from time
to time, as Deutsche’s base rate;

       

      (b)           the
sum (adjusted to the nearest 0.25% or, if there is no nearest 0.25%, to the next
higher 0.25%) of (i) 0.5% per annum, (ii) the rate
per annum obtained by
dividing (A) the latest three-week moving average of secondary market
morning offering rates in the United States for three-month certificates of
deposit of major United States money market banks, such three-week moving
average being determined weekly on each Monday (or, if any such day is not a
Business Day, on the next succeeding Business Day) for the three-week period
ending on the previous Friday by Deutsche on the basis of such rates reported by
certificate of deposit dealers to and published by the Federal Reserve Bank of
New York or, if such publication shall be suspended or terminated, on the basis
of quotations for such rates received by Deutsche from three New York
certificate of deposit dealers of recognized standing selected by Deutsche, by
(B) a percentage equal to 100% minus the average of the
daily percentages specified during such three-week period by the Federal Reserve
Board for determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) for Deutsche in respect of
liabilities consisting of or including (among other liabilities) three-month
U.S. dollar nonpersonal time deposits in the United States and (iii) the
average during such three-week period of the maximum annual assessment rates
estimated by Deutsche for determining the then current annual assessment payable
by 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      Deutsche
to the Federal Deposit Insurance Corporation (or any successor) for insuring
Dollar deposits in the United States;

       

      (c)           0.5%
per annum plus the Federal Funds Rate;
and

       

      (d)           (i)
prior to the Roll-Up Loan Elevation Date, 7.0% per annum, and (ii) on and
after the Roll-Up Loan Elevation Date, 3.0% per annum.

       

      “Base Rate Loan” means any
Loan during any period in which it bears interest based on the Base
Rate.

       

       “Blockage Notice” has the
meaning specified in each Deposit Account Control Agreement.

       

      “Bond Tender Offer” means, the
application of the net proceeds of the Rights Offering to repurchase the
Existing Senior Notes.

       

      “Bond Tender Offer Documents”
each document and instrument executed with respect of the Bond Tender
Offer.

       

      “Borrowers” has the meaning
specified in the preamble to this Agreement.

       

      “Borrowers’ Financial Advisor”
means Lazard, Freres & Co, LLC, or any such replacement financial advisor
approved in accordance with Section 7.16A(b).

       

      “Borrowing” means a borrowing
consisting of Revolving Credit Loans or Term Loans made on the same day by the
Lenders ratably according to their respective Commitments under the Existing
Credit Agreement.  A Borrowing may be a Revolving Credit Borrowing or
a Term Loan Borrowing.

       

      “Business Day” means any day
that is not a Saturday, Sunday or other day on which commercial banks in New
York City and in Luxembourg are authorized or required by law to remain closed
and (a) if the applicable Business Day relates to notices, determinations,
fundings and payments in connection with the Eurocurrency Rate for any
Eurocurrency Rate Loan denominated in Dollars or the LIBOR Rate in connection
with the Synthetic L/C Facility, a day on which banks are open for general
business in London and (b) if the applicable Business Day relates to
notices, determinations, fundings and payments in connection with EURIBOR or any
Eurocurrency Rate Loan denominated in Euro, any day (i) on which banks are
open for general business in London and (ii) which is a
TARGET Day.

       

      “Capital Expenditures” means,
for any Person for any period, the aggregate of amounts that would be reflected
as additions to property, plant or equipment on a Consolidated balance sheet of
such Person and its Subsidiaries, excluding interest capitalized during
construction.

       

      “Capital Lease” means, with
respect to any Person, any lease of, or other arrangement conveying the right to
use, property by such Person as lessee that would be 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      accounted
for as a capital lease on a balance sheet of such Person prepared in conformity
with GAAP.

       

      “Capital Lease Obligations”
means, with respect to any Person, the capitalized amount of all Consolidated
obligations of such Person or any of its Subsidiaries under Capital
Leases.

       

      “Captive Insurance Subsidiary”
means any Wholly-Owned Subsidiary of the U.S. Borrower created solely for the
purpose of, and engaged solely in the business of, purchasing or providing
insurance to, or otherwise directly facilitating the provision of insurance for,
Holdings and its Subsidiaries; provided, however, that any such
Wholly-Owned Subsidiary shall be funded by the U.S. Borrower and its
Subsidiaries in the ordinary course of business solely with such amounts as are
reasonably necessary to purchase, provide or facilitate insurance consistent
with the past practice of Holdings and its Subsidiaries.

       

      “Carve-Out” has the meaning
given in the Interim Order or the Final Order, as the case may be.

       

      “Carve-Out Trigger Notice” has
the meaning given in the Interim Order or the Final Order, as the case may
be.

       

      “Cases” means the Initial
Cases and the Subsequent Cases.

       

      “Cash Collateral Account” has
the meaning specified in the Pledge and Security Agreement.

       

      “Cash Equivalents” means
(a) securities issued or fully guaranteed or insured by the United States
government or any agency thereof, (b) certificates of deposit, eurodollar
time deposits, overnight bank deposits and bankers’ acceptances of any Lender or
any commercial bank organized under the laws of the United States, any state
thereof, the District of Columbia, any foreign bank, or its branches or agencies
(fully protected against currency fluctuations) that, at the time of
acquisition, are rated at least “A-1” by S&P or “P-1” by Moody’s,
(c) commercial paper of an issuer rated at least “A-1” by S&P or “P-1” by Moody’s,
(d) shares of any money market fund that (i) has at least 95% of its
assets invested continuously in the types of investments referred to in clauses (a), (b) and (c) above, (ii) has
net assets of not less than $500,000,000 and (iii) is rated at least “A-1” by S&P or “P-1” by Moody’s; provided, however, that the maturities
of all obligations of the type specified in clauses (a), (b) and (c) above shall not
exceed 180 days and (e) in the case of any Foreign Subsidiary:
(i) direct obligations of the sovereign nation (or agency thereof) in which
such Foreign Subsidiary is organized and is conducting business or in
obligations fully and unconditionally guaranteed by such sovereign nation (or
any agency thereof), (ii) investments of the type and maturity described in
clauses (a)
through (d) above of foreign
obligors, which investments or obligors (or the direct or indirect parents of
such obligors) have ratings described in such clauses or equivalent ratings from
comparable foreign rating agencies or (iii) investments of the type and
maturity described in clauses (a) through
(d) above of
foreign obligors (or the direct or indirect parents of such obligors), which
investments or obligors (or the direct or indirect parents of such obligors) are
not rated as provided in such clauses or in clause (ii) above, but
which are, in the reasonable 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      judgment
of the Borrowers, comparable in investment quality to such investments and
obligors (or the direct or indirect parent of such obligors); provided, however, that the aggregate
amount of investments pursuant to this clause (iii) shall not
exceed $5,000,000 at any time.

       

      “Cash Interest Expense” means,
with respect to any Person for any period, the Interest Expense of such Person
for such period less
the Non-Cash Interest Expense of such Person for such period.

       

      “Cash Management Document”
means any certificate, agreement or other document executed by any Loan Party in
respect of the Cash Management Obligations of any Loan Party.

       

      “Cash Management Obligation”
means, as applied to any Person, any direct or indirect liability, contingent or
otherwise, of such Person in respect of cash management services (including
treasury, depository, overdraft, credit or debit card, electronic funds
transfer, automatic clearing house and other cash management arrangements)
provided after the Original Closing Date (regardless of whether these or similar
services were provided prior to the Original Closing Date by the Prepetition
Administrative Agent, any Lender or any Affiliate or any of them) by any
Administrative Agent, any Lender or any Affiliate of any of them, including
obligations for the payment of fees, interest, charges, expenses, attorneys’
fees and disbursements in connection therewith.

       

      “Change of Control” means the
occurrence of any of the following: (a) any person or group of persons
(within the meaning of the Securities Exchange Act of 1934, as amended) shall
have acquired beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended) of 50% or more of the issued and outstanding Voting Stock of Holdings,
(b) during any period of twelve consecutive calendar months, individuals
who at the beginning of such period constituted the board of directors of
Holdings (together with any new directors whose election by the board of
directors of Holdings or whose nomination for election by the stockholders of
Holdings was approved by a vote of at least a majority of the directors then
still in office who either were directors at the beginning of such period or
whose elections or nomination for election was previously so approved) cease for
any reason other than death or disability to constitute a majority of the
directors then in office, (c) Holdings shall cease to own and control all
of the economic and voting rights associated with all of the outstanding Stock
of the Parent, (d) the Parent shall cease to own and control, directly or
indirectly, all of the economic and voting rights associated with all of the
outstanding Stock of the U.S. Borrower, (e) the U.S. Borrower shall cease
to own or control all of the economic and voting rights associated with all of
the outstanding Stock of the Luxembourg Borrower or (f) a “change of control” shall
occur under any of the Related Documents.

       

      “Citibank” means Citibank,
N.A., a national banking association.

       

      “Claim” has the meaning given
to such term in section 101(5) of the Bankruptcy Code.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Class I Jurisdiction”
means, each of Spain and Mexico and such other jurisdiction designated as a
Class I Jurisdiction by (i) in relation to the Prepetition
Obligations, the Prepetition Administrative Agent pursuant to Section 7.14 (Classification of Jurisdictions)
and (ii) in relation to the DIP Obligations, the DIP Administrative
Agent pursuant to Section 7.14A.

       

      “Class II Jurisdiction”
means, each of Italy, Netherlands, Belgium, Brazil, and the Czech Republic and
such other jurisdiction designated as a Class II Jurisdiction by
(i) in relation to the Prepetition Obligations, the Prepetition
Administrative Agent pursuant to Section 7.14 (Classification of Jurisdictions)
and (ii) in relation to the DIP Obligations, the DIP Administrative
Agent pursuant to Section 7.14A.

       

      “Class III Jurisdiction”
means, each of Germany and Hungary and such other jurisdiction designated as a
Class III Jurisdiction by (i) in relation to the Prepetition
Obligations, the Prepetition Administrative Agent pursuant to Section 7.14 (Classification of Jurisdictions)
and (ii) in relation to the DIP Obligations, the DIP Administrative
Agent pursuant to Section 7.14A.

       

      “Class IV Foreign
Subsidiary” means, with respect to any Foreign Subsidiary, a direct or
indirect Foreign Subsidiary that is incorporated under the laws of and has its
principal place of business in a Class IV Jurisdiction.

       

      “Class IV Jurisdiction”
means, each of Bahrain, Russia, South Africa, Thailand, Barbados, Japan, Turkey
and India and such other jurisdiction designated as a Class IV Jurisdiction
by (i) in relation to the Prepetition Obligations, the Prepetition
Administrative Agent pursuant to Section 7.14 (Classification of Jurisdictions)
and (ii) in relation to the DIP Obligations, the DIP Administrative
Agent pursuant to Section 7.14A.

       

      “CNAI” has the meaning
specified in the preamble to this Agreement.

       

      “Code” means the Internal
Revenue Code of 1986.

       

      “Collateral” means,
collectively, the Domestic Collateral and the Foreign Collateral.

       

      “Collateral Documents” means,
collectively, the Domestic Collateral Documents and the Foreign Collateral
Documents.

       

      “Collateral Sharing Agreement”
means the Collateral Sharing and Debt Allocation Agreement, dated as of the
Effective Date among the Prepetition Agents (it being understood that no Loan
Party is a party to such agreement), as the same may be amended or supplemented
from time to time.

       

      “Commitment Shortfall” has the
meaning set forth in Section
2.03A(b)(iii) (Incremental New Money DIP Term Loans and
Commitments).

       

      “Committee” means any
statutory committee appointed in any of the Chapter 11 Cases pursuant to
section 1102 of the Bankruptcy Code.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Compliance Certificate” has
the meaning specified in (i) in respect of the Prepetition Obligations, Section 6.1(c)(Financial Statements) and
(ii) in respect of the DIP Obligations, Section 6.1A(c)(Financial
Statements).

       

      “Consenting Prepetition
Lenders” means (a) each Prepetition Lender that has executed Amendment
No. 2 that is not a New Money DIP Lender or an Affiliate of a New Money DIP
Lender and (b) if applicable, any Affiliate of such Prepetition Lender that is a
counterparty to a Hedging Contract that constitutes a Prepetition Secured
Obligation on the Petition Date.

       

      “Consent Fee Entitlement”
means, with respect to each Consenting Prepetition Lender, the amount of
Prepetition Loans (or the Dollar Equivalent thereof as of the DIP Effective
Date) (or, in the case of a Consenting Prepetition Lender that is a counterparty
to Hedging Contract that constitutes a Prepetition Secured Obligation on the
Petition Date, the deemed termination value that would be have been owing to
such Consenting Prepetition Lender under such Hedging Contract had such Hedging
Contract been terminated on the Petition Date (as determined by such Consenting
Prepetition Lender on a reasonable basis and in good faith in accordance with
the terms of such Hedging Contract and which is reasonably acceptable to the DIP
Administrative Agent)).

       

      “Consent Fee” has the meaning
specified in Section
2.13.A(d).

       

      “Consent Fee Entitlement
Share” means, with respect to each Consenting Prepetition Lender a
fraction (expressed as a percentage) the numerator of which is such Consenting
Prepetition Lender’s Consent Fee Entitlement and the denominator of which is the
aggregate amount of the Consent Fee Entitlements of all Consenting Prepetition
Lenders.

       

      “Consolidated” means, with
respect to any Person, the consolidation of accounts of such Person and its
Subsidiaries in accordance with GAAP.

       

      “Consolidated Current Assets”
means, with respect to any Person at any date, the total Consolidated current
assets (other than cash and Cash Equivalents) of such Person and its
Subsidiaries at such date.

       

      “Consolidated Current
Liabilities” means, with respect to any Person at any date, all
liabilities of such Person and its Subsidiaries at such date that should be
classified as current liabilities on a Consolidated balance sheet of such Person
and its Subsidiaries, but excluding, the sum of (a) the principal amount of
any current portion of long-term Financial Covenant Debt and (b) (without
duplication of clause (a) above) the
then outstanding principal amount of the Loans.

       

      “Consolidated Net Income”
means, for any Person for any period, the Consolidated net income (or loss) of
such Person and its Subsidiaries for such period; provided, however, that (a) the
net income of any other Person in which such Person or one of its Subsidiaries
has a joint interest with a third party (which interest does not cause the net
income of such other Person to be Consolidated into the net income of such
Person) shall be included only to the extent of the amount of dividends or
distributions paid to such Person or Subsidiary, (b) the net income of any
Subsidiary of such Person that is subject to any restriction or limitation on
the payment of dividends or the making of other distributions shall be excluded
to the extent 

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      of
such restriction or limitation, (c) extraordinary gains and losses and any
increase or decrease to net income, to the extent resulting from the cumulative
effect of a change in accounting principles required by GAAP, shall be excluded
and (d) any non-cash income or expense related to changes in the book value
of capital stock of Holdings and its Subsidiaries, shall be
excluded.

       

      “Constituent Documents” means,
with respect to any Person, (a) the articles of incorporation, certificate
of incorporation or certificate of formation (or the equivalent organizational
documents) of such Person, (b) the by-laws, operating agreement (or the
equivalent governing documents) of such Person and (c) any document setting
forth the manner of election and duties of the directors or managing members of
such Person (if any) and the designation, amount or relative rights, limitations
and preferences of any class or series of such Person’s Stock.

       

      “Contaminant” means any
material, substance or waste that is classified, regulated or otherwise
characterized under any Environmental Law as hazardous, toxic, a contaminant or
a pollutant or by other words of similar meaning or regulatory effect, including
any petroleum or petroleum-derived substance or waste, asbestos and
polychlorinated biphenyls.

       

      “Contractual Obligation” of
any Person means any obligation, agreement, undertaking or similar provision of
any Security issued by such Person or of any agreement, undertaking, contract,
lease, indenture, mortgage, deed of trust or other instrument (excluding a Loan
Document) to which such Person is a party or by which it or any of its property
is bound or to which any of its property is subject.

       

      “Control Account” has the
meaning specified in the Pledge and Security Agreement.

       

      “Control Account Agreement”
has the meaning specified in the Pledge and Security Agreement.

       

      “Credit-Linked Deposit” means,
with respect to each Synthetic L/C Lender, the initial amount of the cash
deposit, if any, made by such Lender pursuant to Section 2.5(a) (Synthetic
Letters of Credit), as the same may be (a) reduced from time to time
pursuant to Section 2.9 (Optional Prepayments) and
(b) reduced or increased from time to time pursuant to assignments by or to
such Synthetic L/C Lender pursuant to Section 11.2 (Assignments and
Participations).

       

      “Credit-Linked Deposit
Account” means, collectively, one or more operating and/or investment
accounts of, and established by, the Prepetition Administrative Agent under its
sole and exclusive control and maintained by the Prepetition Administrative
Agent or any of its Affiliates, in any such case that shall be used for the
purposes set forth in this Agreement.

       

      “Credit-Linked
Deposit Bank” means Citibank or any of its Affiliates or such other
financial institution where the Credit-Linked Deposit Account is maintained by
the Prepetition Administrative Agent in its sole discretion.

       

      “Credit-Linked Deposit Account
Interest” has the meaning specified in Section 2.5(c)(i) (Synthetic
Letters of Credit).

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Credit-Linked Deposit Account
Interest Payment Date” means (i) each of the dates referred to in
Section 2.13(d)
(Fees), commencing on the first such date to occur after the Effective
Date, and (ii) the Term Loan Maturity Date.

       

      “CRO” means the chief
restructuring officer, initially appointed in accordance with Section 7.16.A(c), or any
replacement chief restructuring officer approved in accordance with Section 7.16.A(c).

       

      “Customary Permitted Liens”
means, with respect to any Person, any of the following Liens:

       

      (a)           Liens
with respect to the payment of taxes, assessments or governmental charges, in
each case, that are not yet due or that are being contested in good faith by
appropriate proceedings and with respect to which adequate reserves or other
appropriate provisions are being maintained to the extent required by
GAAP;

       

      (b)           Liens
of landlords arising by statute and liens of suppliers, mechanics, carriers,
materialmen, warehousemen or workmen and other liens imposed by law created in
the ordinary course of business for amounts not yet due or that are being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves or other appropriate provisions are being maintained to the
extent required by GAAP;

       

      (c)           deposits
made in the ordinary course of business in connection with workers’
compensation, unemployment insurance or other types of social security benefits
or to secure the performance of bids, tenders, sales, contracts (other than for
the repayment of borrowed money) and surety, appeal, customs or performance
bonds;

       

      (d)           encumbrances
arising by reason of zoning restrictions, easements, licenses, reservations,
covenants, rights-of-way, utility easements, building restrictions and other
similar encumbrances on the use of real property not materially detracting from
the value of such real property or not materially interfering with the ordinary
conduct of the business conducted and proposed to be conducted at such real
property;

       

      (e)           encumbrances
arising under leases or subleases of real property that do not, in the
aggregate, materially detract from the value of such real property or interfere
with the ordinary conduct of the business conducted and proposed to be conducted
at such real property;

       

      (f)           financing
statements with respect to a lessor’s rights in and to personal property leased
to such Person in the ordinary course of such Person’s business other than
pursuant to a Capital Lease; and

       

      (g)           licenses
of intellectual property of such Person in the ordinary course of
business.

       

      “Debtors” means the Initial
Debtors and the Subsequent Debtors (if any).

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Default” means any event
that, with the passing of time or the giving of notice or both, would become an
Event of Default.

       

      “Delaware LuxCo” means Hayes
Lemmerz Finance LLC.

       

      “Deposit Account” has the
meaning specified in the UCC.

       

      “Deposit Account Bank” means a
financial institution selected or approved by the applicable Administrative
Agent and with respect to which such Domestic Loan Party has delivered to the
applicable Administrative Agent an executed Deposit Account Control
Agreement.

       

      “Deposit Account Control
Agreement” means in the case of a Deposit Account relating to the
Prepetition Facilities, a letter agreement, substantially in the form of Annex 1 (Form of Deposit
Account Control Agreement) (with such changes as may be agreed to by the
Prepetition Administrative Agent) attached to the Pledge and Security Agreement,
executed by the applicable Domestic Loan Party, the Prepetition Administrative
Agent and the relevant Deposit Account Bank, or otherwise in form and substance
reasonably satisfactory to the Prepetition Administrative Agent.

       

      “Deutsche” means Deutsche Bank
AG New York Branch.

       

      “DIP Administrative
Agent” has
the meaning specified in the preamble to this Agreement.”

       

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

       

      “DIP Applicable Margin” means (a)
prior to the Roll-Up Loan Elevation Date, with respect to the DIP Loans
maintained as (i) Eurocurrency Rate Loans, a rate equal to 14.00% per annum and (ii) Base
Rate Loans, a rate equal to 13.00% per annum and (b) on and
after the Roll-Up Loan Elevation Date, with respect to the DIP Loans maintained
as (i) Eurocurrency Rate Loans, a rate equal to 7.00% per annum and (ii) Base
Rate Loans, a rate equal to 7.00% per annum.

       

      “DIP Borrowing Date” means the
DIP Effective Date, the DIP Final Effective Date and each Incremental DIP Loan
Borrowing Date.

       

      “DIP Commitment” means, with
respect to any DIP Lender, such Lenders’ New Money DIP Term Loan Commitment,
including any Incremental New Money DIP Term Loan Commitment of such DIP
Lender.

       

      “DIP Collateral Documents”
means, collectively, the Domestic DIP Collateral Documents and the Foreign DIP
Collateral Documents.

       

      “DIP Collateral Accounts” has
the meaning given to the term “Collateral Accounts” in the DIP Depositary
Agreement.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “DIP Collateral Document”
means each Domestic DIP Collateral Document and each Foreign DIP
Collateral Document.

       

      “DIP Depositary” means
Deutsche Bank Trust Company Americas, in its capacity as Depositary and
Securities Intermediary and Securities Intermediary under the DIP Depositary
Agreement.

       

      “DIP Depositary Agreement”
means the Depositary Agreement, dated as the date hereof amongst the Borrowers,
the DIP Administrative Agent and the DIP Depositary substantially in the form of
Exhibit N (Form of DIP
Depositary Agreement).

       

      “DIP Effective Date” has the
meaning set forth in Section 3.4 (Conditions
Precedent to New Money DIP Term Loans).

       

      “DIP Facilities” means the DIP
Loans.

       

      “DIP Fee Letters” means each of
(a)  the letter, dated on or about May 12, 2009, between the DIP
Administrative Agent, the DIP Depositary and the Borrowers with respect to
certain fees to be paid to the DIP Administrative Agent and the DIP Depositary
in connection with this Agreement and (b) the letter, dated on or about May 12,
2009, between the DIP Documentation Agent and the Borrowers with respect to
certain fees to be paid to the DIP Documentation Agent in connection with this
Agreement.

       

      “DIP Final Effective Date” has
the meaning set forth in Section 3.6.

       

      “DIP Foreign Guaranty” means
each guaranty, in form and substance reasonably satisfactory to the DIP
Administrative Agent, executed and delivered by a DIP Foreign Subsidiary
Guarantor in favor of the DIP Administrative Agent.

       

      “DIP Foreign Subsidiary
Guarantor” means each Foreign Subsidiary of Holdings that becomes a party
to a DIP Foreign Guaranty as required pursuant to Section 7.16A.

       

      “DIP Guarantor” means in the
case of the DIP Guaranty, Holdings, the Parent and each Domestic Subsidiary
Guarantor.

       

      “DIP Guaranty” means the DIP
Guaranty, in substantially the form of Exhibit H-2 (Form of DIP
Guaranty), executed by the DIP Guarantors pursuant to which the DIP
Guarantors shall guarantee the DIP Obligations.

       

      “DIP Intercompany Loan Limits”
means (i) in the case of Intercompany Loans from the U.S. Borrower to the
Luxembourg Borrower, the Dollar Equivalent of $15,000,000 and (ii) in the case
of Intercompany Loans between the Luxembourg Borrower and Foreign Subsidiaries
and among the Foreign Subsidiaries, such Dollar Equivalent limits as (x) after
the appointment of the CRO, are approved by the CRO prior to the first such
Intercompany  Loan, as such limits are revised by the CRO on the first
(1st)
Business Day of each calendar month and (y) prior to the appointment of the CRO,
limits in keeping with disbursements by such Foreign Subsidiary as set forth in
the then-applicable 13-Week Budget; provided that, in any case of


       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      clause (ii), such
Intercompany Loans may not exceed the Dollar Equivalent of $50,000,000 in
aggregate.

       

      “DIP Lead Arranger” has the meaning
specified in the preamble to this Agreement.

       

      “DIP Lender” means,
collectively, each New Money DIP Lender (including any Incremental New Money DIP
Lender) and, after the Roll-Up Loan Elevation Date, each Roll-Up
Lender.

       

      “DIP Lender Advisors” means
Milbank, Tweed, Hadley & McCloy LLP as counsel to the initial DIP Lenders on
the DIP Effective Date and the DIP Administrative Agent, all required local
counsel for the DIP Lenders and DIP Administrative Agent, and Houlihan, Lokey,
Howard & Zukin, Inc. as financial advisor to the initial DIP Lenders on the
DIP Effective Date and the DIP Administrative Agent.

       

      “DIP Loan” means,
collectively, the New Money DIP Term Loans (including any Incremental New Money
DIP Term Loans) and, after the Roll-Up Loan Elevation Date, the Roll-Up
Loans.

       

      “DIP Loan Documents” means the
Domestic DIP Loan Documents and the Foreign DIP Loan Documents.

       

      “DIP Loan Maturity Date” means the
earliest of (a) the Stated Maturity Date, (b) the date on which the
DIP Obligations are accelerated and become due and payable and/or the DIP
Commitments are terminated, including, following an Event of Default under Article IX.A,
(c) the effective date of a plan under chapter 11 of the Bankruptcy Code
for any Debtor, and (d) the date that is forty (40) days after the
Interim Order Date if the Final Order Date shall not have occurred by such date
(or such longer period as may be agreed by the Requisite DIP Lenders in their
sole discretion).

       

      “DIP Loan Party” means each of
the Borrowers, each Debtor, each DIP Guarantor, each DIP Foreign Subsidiary
Guarantor and each other Subsidiary of the Borrowers that executes and delivers
a DIP Loan Document.

       

      “DIP Note” means New Money DIP
Term Loan Notes and Roll-Up Loan Notes.

       

      “DIP Obligations” means,
collectively, the Domestic DIP Obligations and the Foreign DIP
Obligations.

       

      “DIP Subsidiary Consent” means
the Consent and Agreement, in the form attached as Exhibit B to Amendment No 2,
executed by each of the DIP Guarantors.

       

      “DIP Supplemental Applicable
Margin” means with respect to the DIP Loans maintained as
(i) Eurocurrency Rate Loans, (A) prior to the Roll-Up Loan Elevation Date,
a rate equal to 6.00% per
annum and (B) on and after the Roll-Up Loan Elevation Date a rate equal
to 3.00% per annum and
(ii) Base Rate Loans, (A) prior to the Roll-Up Loan Elevation Date, a rate


       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      equal
to 6.00% per annum and
(B) on and after the Roll-Up Loan Elevation Date a rate equal to 3.00% per annum.

       

      “DIP Warranty Date” has the
meaning given in Article IV.A.

       

      “DIP Withdrawal Certificate”
has the meaning given to the term “Withdrawal Certificate” in the DIP Depositary
Agreement.

       

      “Disclosure Documents” means,
collectively, Form 10-K, Form 10-Q and Form 8-K filed by Holdings
with the Securities and Exchange Commission and comparable disclosure documents
filed by any other Loan Party with securities exchanges or Governmental
Authorities in jurisdictions other than the United States.

       

      “Disclosure Statement” means
a disclosure statement prepared in accordance with section 1125 of the
Bankruptcy Code with respect to the chapter 11 plans contemplated by the Plan
Term Sheet.

       

      “Disclosure
Statement Hearing” means the hearing scheduled by the Bankruptcy
Court to determine the adequacy of the Disclosure Statement under
section 1125 of the Bankruptcy Code, which hearing date shall be acceptable
to the Requisite DIP Lenders, and as may be adjourned or rescheduled with the
consent of the Requisite DIP Lenders.

       

      “Documentary Letter of Credit”
means any Letter of Credit that is drawable upon presentation of documents
evidencing the sale or shipment of goods purchased by the U.S. Borrower or any
of its Subsidiaries in the ordinary course of its business.

       

      “Dollar Equivalent” of any
amount means, at the time of determination thereof, (a) if such amount is
expressed in Dollars, such amount, (b) if such amount is expressed in an
Alternative Currency, the equivalent of such amount in Dollars determined by
using the rate of exchange quoted by (i) in the case of Prepetition Loans,
Citibank and (ii) in the case of DIP Loans, Deutsche, in each case in New York,
New York at 12:00 p.m. (New York time) on the date of determination to prime
banks in New York for the spot purchase in the New York foreign exchange market
of such amount of Dollars with such Alternative Currency and (c) if such
amount is denominated in any other currency, the equivalent of such amount in
Dollars as determined by the applicable Administrative Agent using any method of
determination it deems appropriate.

       

      “Dollar Revolving Loan” has
the meaning specified in Section 2.1 (The Prepetition
Commitments).

       

      “Dollars” and the sign “$” each mean the lawful money
of the United States of America.

       

      “Domestic Collateral” means
all property and interests in property and proceeds thereof now owned or
hereafter acquired by any Domestic Loan Party in or upon which a Lien is granted
under any Domestic Collateral Document.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Domestic Collateral
Documents” means the Pledge and Security Agreement, the Mortgages for
real property located in the United States, the Deposit Account Control
Agreements and any other document executed and delivered by a Domestic Loan
Party granting a Lien on any of its property to secure payment of the Domestic
Obligations.

       

      “Domestic DIP Collateral”
means all property and interests in property and proceeds thereof now owned or
hereafter acquired by any Domestic Loan Party in or upon which a Lien is granted
under any Domestic DIP Collateral Document.

       

      “Domestic DIP Collateral
Documents” means the DIP Depositary Agreement and any other document
executed and delivered by a Domestic Loan Party granting a Lien on any of its
property to secure payment of the Domestic DIP Obligations.

       

      “Domestic DIP Loan Documents”
means, collectively, this Agreement, the Notes (if any), the DIP Guaranty, the
DIP Subsidiary Consents, the DIP Fee Letters, each Cash Management Document, the
Domestic DIP Collateral Documents, the Domestic Prepetition Collateral Documents
(to the extent such documents are amended to grant security interests for the
benefit of the Secured DIP Lenders) and each certificate, agreement or document,
in each case executed by a Domestic Loan Party and delivered to any Agent or any
DIP Lender in connection with or pursuant to any of the foregoing.

       

      “Domestic DIP Obligations”
means the DIP Loans and all other amounts, obligations, covenants and duties
owing by the Holdings, the U.S. Borrower or any other Domestic Subsidiary to the
DIP Agents, any DIP Lender, any Affiliate of any of them or any Indemnitee, of
every type and description (whether by reason of an extension of credit, loan,
guaranty, indemnification, foreign exchange or currency swap transaction,
interest rate hedging transaction or otherwise), present or future, in each case
arising under this Agreement or any other Domestic DIP Loan Document in
connection with the DIP Loans (including Cash Management Documents that are
Domestic DIP Loan Documents) or any Order of the Bankruptcy Court, 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 and whether or not evidenced by any note, guaranty or other instrument
or for the payment of money, including all letter of credit, cash management and
other fees, interest, charges, expenses, attorneys’ fees and disbursements, Cash
Management Obligations and other sums chargeable to Holdings, the U.S. Borrower
or any other Domestic Subsidiary under this Agreement or any other Domestic DIP
Loan Document in connection with the DIP Loans (including Cash Management
Documents that are Domestic DIP Loan Documents).

       

      “Domestic Lending Office”
means, with respect to any Lender, the office of such Lender specified as its
“Domestic Lending Office” opposite its name on Schedule II (Applicable Lending Offices and
Addresses for Notices) or on the Assignment and Acceptance by which it
became a Lender or such other office of such Lender as such Lender may from time
to time specify to the Borrowers and the applicable Administrative
Agent.

       

      “Domestic Loan Documents”
means, collectively, the Domestic Prepetition Loan Documents and the Domestic
DIP Loan Documents.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Domestic Loan Party” means
(i) in relation the Prepetition Obligations, each of the U.S. Borrower,
each Domestic Subsidiary Guarantor and each other Domestic Subsidiary of the
U.S. Borrower that executes and delivers a Domestic Prepetition Loan Document
and (ii) in relation to the DIP Obligations, each of the U.S. Borrower,
each Domestic Subsidiary Guarantor, each Debtor that is a Domestic Subsidiary of
the U.S. Borrower and each other Domestic Subsidiary of the U.S. Borrower that
executes and delivers a Domestic DIP Loan Document.

       

      “Domestic Obligations” means,
collectively, the Domestic Prepetition Obligations and the Domestic DIP
Obligations.

       

      “Domestic Prepetition Loan
Documents” means, collectively, this Agreement, the Notes (if any), the
Guaranty, the Fee Letters, the Collateral Sharing Agreement, each Letter of
Credit Reimbursement Agreement, each Hedging Contract between any Domestic Loan
Party and any Prepetition Lender or any Affiliate of any Prepetition Lender
entered into after the Original Closing Date in connection herewith, each Cash
Management Document, the Domestic Collateral Documents and each certificate,
agreement or document, in each case executed by a Domestic Loan Party and
delivered to any Agent or any Prepetition Lender in connection with or pursuant
to any of the foregoing.

       

      “Domestic Prepetition
Obligations” means the Prepetition Loans, the Letter of Credit
Obligations and all other amounts, obligations, covenants and duties owing by
the U.S. Borrower to the Prepetition Agents, any Prepetition Lender, any Issuer,
any Affiliate of any of them or any Indemnitee, of every type and description
(whether by reason of an extension of credit, opening or amendment of a letter
of credit or payment of any draft drawn thereunder, loan, guaranty,
indemnification, foreign exchange or currency swap transaction, interest rate
hedging transaction or otherwise), present or future, in each case arising under
this Agreement or any other Domestic Loan Document (including Cash Management
Documents and Hedging Contracts that are Domestic Loan Documents), 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 and whether or not evidenced by any note, guaranty or other instrument
or for the payment of money, including all letter of credit, cash management and
other fees, interest, charges, expenses, attorneys’ fees and disbursements, Cash
Management Obligations and other sums chargeable to the U.S. Borrower under this
Agreement or any other Domestic Loan Document (including Cash Management
Documents and Hedging Contracts that are Domestic Loan Documents) and all
obligations of the U.S. Borrower under any Domestic Loan Document to provide
cash collateral for Revolving Letter of Credit Obligations.

       

      “Domestic Receivables Purchase
Program” means, with respect to any Domestic Subsidiary, an agreement or
other arrangement or program providing for the sale on a non-recourse basis
(other than Guaranty Obligations permitted under Section 8.1(c)(ii)
(Indebtedness)) of Receivables Assets in exchange for the advance of
funds to such Domestic Subsidiary and/or one or more of its Subsidiaries
pursuant to documentation (including customary performance guaranties)
reasonably acceptable to the DIP Administrative Agent (including, without
limitation, an intercreditor agreement), including the United States Department
of the Treasury Auto Supplier Support Program or similar government sponsored
programs.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Domestic Secured DIP
Obligations” means, in the case of the U.S. Borrower, the Domestic DIP
Obligations, and, in the case of any other Domestic Loan Party, the obligations
of such Domestic Loan Party in relation to the Domestic DIP Obligations under
the DIP Guaranty and the other DIP Loan Documents to which it is a
party.

       

      “Domestic Secured Obligations”
means the Domestic Secured Prepetition Obligations and the Domestic
Secured DIP Obligations.

       

      “Domestic Secured Prepetition
Obligations” means, in the case of the U.S. Borrower, the Domestic
Prepetition Obligation, and, in the case of any other Domestic Loan Party, the
obligations of such Domestic Loan Party in relation to the Domestic Prepetition
Obligations under the Guaranty and the other Prepetition Loan Documents to which
it is a party.

       

      “Domestic Subsidiary” means
any Subsidiary of the U.S. Borrower organized under the laws of any state or
territory of the United States of America or the District of
Columbia.

       

      “Domestic Subsidiary
Guarantor” means (i) in the case of the Guaranty, each Domestic
Subsidiary of the U.S. Borrower (other than a Dormant Subsidiary, U.S. LLC and
any Subsidiary that is a Securitization SPV) and each other Domestic Subsidiary
of Holdings or U.S. Borrower that becomes a party to the Guaranty and (ii) in
the case of the DIP Guaranty, each Domestic Subsidiary of Holdings party thereto
(other than a Dormant Subsidiary, U.S. LLC and any Subsidiary that is a
Securitization SPV) and each other Domestic Subsidiary of Holdings or U.S.
Borrower that becomes a party to the Guaranty.

       

      “Dormant Subsidiaries” means
the Subsidiaries of the U.S. Borrower listed on Schedule V
hereto.

       

      “Dutch Bankruptcy Code” means
the Dutch Bankruptcy Act (Faillissementswet).

       

      “Dutch FinCo” means HLI
Netherlands B.V.

       

      “EBITDA” means, (A) in respect
of the Prepetition Obligations, with respect to any Person for any period,
(a) Consolidated Net Income of such Person for such period plus (b) the sum of, in
each case, to the extent included in the calculation of such Consolidated Net
Income but without duplication, (i) any provision for income taxes,
(ii) Interest Expense, (iii) loss from extraordinary items,
(iv) depreciation, depletion and amortization expenses, (v) all other
non-cash charges and non-cash losses for such period, including the amount of
any compensation deduction as the result of any grant of Stock or Stock
Equivalents of such Person to employees, officers, directors or consultants, but
excluding any such non-cash charge or loss to the extent that it represents an
accrual of, or reserve for, cash expenditures in any future period,
(vi) the following adjustments made pursuant to fresh-start accounting:
(A) all such adjustments made prior to the Effective Date and (B) any
expense arising after the Effective Date that is included in cost of goods sold
arising from adjustments to inventory that are made in connection with
fresh-start accounting, (vii) (A) non-recurring cash charges since the
Effective Date of up to $30,000,000 in the aggregate in respect of facility
closures and other restructuring activities, (B) all professional fees,
financing costs and other costs, expenses and items directly related to the
Cases as reflected in the consolidated statement of operations, including any


       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      administrative
expense reflecting such costs, expenses or other items, (C) all charges to
earnings with respect to employee severance and (D) the non-cash effect
attributable to minority interest income or expense, (viii) costs under
employee retention programs approved by the Bankruptcy Court in any of the
Cases, (ix) cash charges of up to $5,000,000 per annum incurred pursuant
to Holdings’ Long Term Incentive Plan (as defined in the Disclosure Documents)
and  (x) any
aggregate net loss from the sale, exchange or other disposition of capital
assets of such Person or its consolidated Subsidiaries minus (c) the sum of, in
each case, to the extent included in the calculation of such Consolidated Net
Income but without duplication, (i) any credit for income tax,
(ii) interest income, (iii) gains from extraordinary items for such
period, (iv) any aggregate net gain from the sale, exchange or other
disposition of capital assets by such Person or its consolidated Subsidiaries
and (v) any other non-cash gains or other items which have been added in
determining Consolidated Net Income, including any reversal of a charge referred
to in clause (b)(v)
above by reason of a decrease in the value of any Stock or Stock
Equivalent of such Person, but excluding any such non-cash gain or other item to
the extent that it represents a change of an accrual of, or reserve for, cash
expenditures in any future period; and

       

      (B)
in respect of the DIP Obligations with respect to any Person for any period,
(a) Consolidated Net Income of such Person for such period plus (b) the sum of, in
each case, to the extent included in the calculation of such Consolidated Net
Income but without duplication, (i) any provision for income taxes,
(ii) Interest Expense, (iii) loss from extraordinary items,
(iv) depreciation, depletion and amortization expenses, (v) all other
non-cash charges and non-cash losses for such period, including the amount of
any compensation deduction as the result of any grant of Stock or Stock
Equivalents of such Person to employees, officers, directors or consultants, but
excluding any such non-cash charge or loss to the extent that it represents an
accrual of, or reserve for, cash expenditures in any future period,
(vi) (A) non-recurring cash charges in respect of facility closures and
other restructuring activities, (B) all professional fees, financing costs
and other costs, expenses and items directly related to the Cases as reflected
in the consolidated statement of operations, including any administrative
expense reflecting such costs, expenses or other items, (C) all charges to
earnings with respect to employee severance and (D)  the non-cash effect
attributable to minority interest income or expense and (vii) any aggregate net
loss from the sale, exchange or other disposition of capital assets of such
Person or its consolidated Subsidiaries minus (c) the sum of, in
each case, to the extent included in the calculation of such Consolidated Net
Income but without duplication, (i) any credit for income tax,
(ii) interest income, (iii) gains from extraordinary items for such
period, (iv) any aggregate net gain from the sale, exchange or other
disposition of capital assets by such Person or its consolidated Subsidiaries
and (v) any other non-cash gains or other items which have been added in
determining Consolidated Net Income, including any reversal of a charge referred
to in clause (b)(v)
above by reason of a decrease in the value of any Stock or Stock
Equivalent of such Person, but excluding any such non-cash gain or other item to
the extent that it represents a change of an accrual of, or reserve for, cash
expenditures in any future period.

       

      “Effective Date” means May 30,
2007.

       

      “Eligible Assignee” means
(i) in relation to the Prepetition Obligations (a) a Lender or any
Affiliate or Approved Fund of such Lender, (b) a commercial bank having
total assets in excess of $5,000,000,000, (c) a finance company, insurance
company or any other financial institution or fund, in each case, reasonably
acceptable to the Prepetition Administrative 

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      Agent
(and in the case of an assignee of Revolving Credit Lender, reasonably
acceptable to the Issuer) and regularly engaged in making, purchasing or
investing in loans and having a net worth, determined in accordance with GAAP,
in excess of $250,000,000 or, to the extent net worth is less than such amount,
a finance company, insurance company, other financial institution or fund,
reasonably acceptable to the Prepetition Administrative Agent and the applicable
Borrower (and in the case of an assignee of Revolving Credit Lender, reasonably
acceptable to the Issuer) or (d) a savings and loan association or savings
bank organized under the laws of the United States or any State thereof having a
net worth, determined in accordance with GAAP, in excess of $250,000,000 and
(ii) in relation to the DIP Obligations (a) a Lender or any Affiliate
or Approved Fund of such Lender or (b)  a commercial bank, an insurance
company, a finance company, a financial institution, any fund that invests in
loans or any other “accredited investor” as defined in Regulation D of the
Securities Act) (but excluding natural persons), but in any event excluding
Holdings and its Affiliates and Subsidiaries.

       

      “Environmental Laws” means all
applicable Requirements of Law now or hereafter in effect and as amended or
supplemented from time to time, relating to pollution or the regulation and
protection of human health, safety, the environment or natural resources,
including the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended (42 U.S.C. § 9601 et seq.); the Hazardous
Material Transportation Act, as amended (49 U.S.C. § 1801 et seq.); the Federal
Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C.
§ 136 et seq.);
the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6901
et seq.); the Toxic
Substance Control Act, as amended (42 U.S.C. § 7401 et seq.); the Clean Air Act,
as amended (42 U.S.C. § 740 et seq.); the Federal Water
Pollution Control Act, as amended (33 U.S.C. § 1251 et seq.); the Occupational
Safety and Health Act, as amended (29 U.S.C. § 651 et seq.); the Safe Drinking
Water Act, as amended (42 U.S.C. § 300f et seq.); and each of their
state and local counterparts or equivalents and any transfer of ownership
notification or approval statute, including the Industrial Site Recovery Act
(N.J. Stat. Ann. § 13:1K-6 et seq.).

       

      “Environmental Liabilities and
Costs” means, with respect to any Person, all liabilities, obligations,
responsibilities, Remedial Actions, losses, damages, punitive damages,
consequential damages, treble damages, costs and expenses (including all fees,
disbursements and expenses of counsel, experts and consultants and costs of
investigation and feasibility studies), fines, penalties, sanctions and interest
incurred as a result of any claim or demand by any other Person, whether based
in contract, tort, implied or express warranty, strict liability, criminal or
civil statute and whether arising under any Environmental Law, Permit, order or
agreement with any Governmental Authority or other Person, in each case,
relating to any environmental, health or safety condition or to any Release or
threatened Release and resulting from the past, present or future operations of,
or ownership of property by, such Person or any of its
Subsidiaries.

       

      “Environmental Lien” means any
Lien in favor of any Governmental Authority for Environmental Liabilities and
Costs.

       

      “Equity Issuance” means a
public or private offering of common stock of Holdings other than common stock
registered on Form S-8 or issued to any Subsidiary of
Holdings.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “ERISA” means the United
States Employee Retirement Income Security Act of 1974.

       

      “ERISA Affiliate” means any
trade or business (whether or not incorporated) under common control or treated
as a single employer with the U.S. Borrower or any of its Subsidiaries within
the meaning of Section 414(b), (c), (m) or (o) of the
Code.

       

      “ERISA Event” means (a) a
reportable event described in Section 4043(b) or 4043(c)(1), (2), (3), (5),
(6), (8) or (9) of ERISA with respect to a Title IV Plan or a
Multiemployer Plan, (b) the withdrawal of the U.S. Borrower, any of its
Subsidiaries or any ERISA Affiliate from a Title IV Plan subject to
Section 4063 of ERISA during a plan year in which it was a substantial
employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete
or partial withdrawal of the U.S. Borrower, any of its Subsidiaries or any ERISA
Affiliate from any Multiemployer Plan, (d) notice of reorganization or
insolvency of a Multiemployer Plan, (e) the filing of a notice of intent to
terminate a Title IV Plan or the treatment of a plan amendment as a
termination under Section 4041 of ERISA, (f) the institution of
proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC,
(g) the failure to make any required contribution to a Title IV Plan
or Multiemployer Plan, (h) the imposition of a lien under Section 412
of the Code or Section 302 of ERISA on the U.S. Borrower or any of its
Subsidiaries or any ERISA Affiliate or (i) any other event or condition
that might reasonably be expected to constitute grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer,
any Title IV Plan or Multiemployer Plan or the imposition of any liability
under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA.

       

      “EURIBOR” means, in relation
to any Loan in Euro, the greater of (i) (a) in the case of the Prepetition
Loans, 3.50% per annum
and (b) in the case of the DIP Loans, (A) prior to the Roll-Up Loan Elevation
Date, 6.00% per annum
and (B) on and after the Roll-Up Loan Elevation Date, 3.00% per annum and (ii)
(a) the applicable Screen Rate or (b) if no Screen Rate is available
for the Interest Period of that Loan, the arithmetic mean of the rates (rounded
upwards to four decimal places) as supplied to the applicable Administrative
Agent at its request quoted by three major banks selected by the applicable
Administrative Agent to leading banks in the European interbank market, at or
about 11 a.m. Brussels time on the second full Business Day next preceding the
first day of the relevant Interest Period in relation to which such rate is
calculated.

       

      “Euro” and the sign “€” each mean the lawful money
of the member states of the European Union participating in the third stage of
the European monetary union.

       

      “Euro Letter of Credit Undrawn
Amounts” means, at any time, the aggregate undrawn amounts of all Euro
Revolving Letters of Credit outstanding at such time.

       

      “Euro Revolving Available
Credit” means, at any time, (a) the then effective Euro Revolving
Credit Commitments minus (b) the aggregate
Euro Revolving Credit Outstandings at such time.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Euro Revolving Credit
Commitment” means with respect to each Euro Revolving Credit Lender, the
commitment of such Euro Revolving Credit Lender to make Euro Revolving Loans and
acquire interests in other Euro Revolving Credit Outstandings in the aggregate
principal amount outstanding not to exceed the amount set forth opposite such
Euro Revolving Credit Lender’s name on Part A of Schedule I (Commitments) under the
caption “Euro Revolving Credit
Commitment,” as amended to reflect each Assignment and Acceptance
executed by such Euro Revolving Credit Lender and as such amount may be reduced
pursuant to this Agreement.

       

      “Euro Revolving Credit Lender”
means a Lender with a Euro Revolving Credit Commitment, in its capacity as
such.

       

      “Euro Revolving Credit
Outstandings” means, at any particular time, the sum of (a) the
Dollar Equivalent of the principal amount of Euro Revolving Loans outstanding at
such time and (b) the Dollar Equivalent of the Euro Revolving Letter of
Credit Obligations outstanding at such time.

       

      “Euro Revolving Letter of Credit”
means any letter of credit issued or deemed issued under the Euro
Revolving Credit Facility pursuant to Section 2.4 (Letters of
Credit).

       

      “Euro Revolving Letter of Credit
Obligations” means, at any time, the aggregate of all liabilities at such
time of the Borrowers to all Issuers with respect to Euro Revolving Letters of
Credit, whether or not any such liability is contingent, including, without
duplication, the sum of (a) the Euro Revolving Letter of Credit
Reimbursement Obligations at such time and (b) the Euro Revolving Letter of
Credit Undrawn Amounts at such time.

       

      “Euro Revolving Letter of Credit
Reimbursement Obligations” means all matured reimbursement or repayment
obligations of the Borrowers to any Issuer with respect to amounts drawn under
Euro Revolving Letters of Credit.

       

      “Euro Revolving Loan” has the
meaning specified in Section 2.1(b) (The
Commitments).

       

      “Euro Revolving Loan Sublimit”
means the Dollar Equivalent of $50,000,000.

       

      “Eurocurrency Lending Office”
means, with respect to any Lender, the office of such Lender specified as its
“Eurocurrency Lending Office” opposite its name on Schedule II (Applicable
Lending Offices and Addresses for Notice) or on the Assignment and Acceptance by
which it became a Lender (or, if no such office is specified, its Domestic
Lending Office) or such other office of such Lender as such Lender may from time
to time specify to the Borrowers and the applicable Administrative
Agent.

       

      “Eurocurrency Liabilities” has
the meaning assigned to that term in Regulation D of the Federal Reserve
Board.

       

      “Eurocurrency Rate” means,
(a) in relation to any Loan denominated in Dollars for any Interest Period,
the rate obtained by dividing (i) the applicable LIBOR Rate for such
Interest Period by (ii) a percentage equal to 1 minus the stated maximum rate
(stated as a decimal) of all reserves, if any, required to be maintained against
Eurocurrency Liabilities 

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      (including
any marginal, emergency, special or supplemental reserves), and (b) in
relation to any Loan denominated in Euro, the rate obtained by dividing (i) the
applicable EURIBOR for such Interest Period by (ii) a percentage equal to 1
minus the stated
maximum rate (stated as a decimal) of all reserves, if any, required to be
maintained against Eurocurrency Liabilities. “Eurocurrency Rate Loan” means
any Loan that, for an Interest Period, bears interest based on the Eurocurrency
Rate.

       

      “Event of Default” has (i) in
relation to the Prepetition Obligations, the meaning specified in Section 9.1 (Events of Default) and (ii)
in relation to the DIP Obligations, the meaning specified in Section 9.1A (Events of
Default).

       

      “Excess Cash Flow” means, for
Holdings for any period, (a) EBITDA of Holdings for such period plus (b) the excess, if
any, of the Working Capital of Holdings at the beginning of such period over the
Working Capital of Holdings at the end of such period minus (c) the sum of
(without duplication) (i) scheduled and mandatory cash principal payments
on the Loans during such period and optional cash principal payments on the
Loans during such period (but only, in the case of payments of Revolving Loans,
to the extent that the Revolving Credit Commitments are permanently reduced by
the amount of such payments), (ii) cash principal payments made by Holdings
or any of its Subsidiaries during such period on other Indebtedness to the
extent such other Indebtedness and payments are permitted by this Agreement,
(iii) payments made by Holdings or any of its Subsidiaries on Capital Lease
Obligations to the extent such Capital Lease Obligations and payments are
permitted by this Agreement, (iv) Capital Expenditures made by Holdings or
any of its Subsidiaries during such period to the extent permitted by this
Agreement, (v) cash payments of scheduled interest payments during such
period and cash payments of taxes during such period, (vi) cash
contributions made by Holdings or its Subsidiaries to employee benefit plans
during such period, and (vii) the excess, if any, of the Working Capital of
Holdings at the end of such period over the Working Capital of Holdings at the
beginning of such period.

       

      “Exchange” means the deemed
exchange of the DIP Lenders’ interests provided for in Section 2.14.A(h).

       

      “Exchange Act” means the
Securities Exchange Act of 1934.

       

      “Exchange Date” means the date
on which an acceleration of the maturity of the DIP Loans (and the termination
of the DIP Commitments) pursuant to Section 9.2A shall
occur.

       

      “Exchange Percentage” means,
as to each DIP Lender at any time, a fraction, expressed as a decimal, of which
(a) the numerator shall be the aggregate Dollar Equivalent (determined on
the basis of Spot Exchange Rates) of the DIP Obligations owed to such DIP Lender
at such time and (b) the denominator shall be the aggregate Dollar
Equivalent (as so determined) of the DIP Obligations owed to all the DIP Lenders
at such time.  For purposes of computing each DIP Lender’s Exchange
Percentage, all DIP Obligations which are denominated in Euro shall be
translated into Dollars at the Spot Exchange Rate at the time of any payment or
distributions under Section 2.14.A(h)(ii)).

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Existing Credit Agreement”
has the meaning specified in the preamble to this Agreement.

       

      “Existing Indenture” means the
Indenture, dated as of June 3, 2003, between the U.S. Borrower and U.S.
Bank National Association, as Trustee.

       

      “Existing Liens” has the
meaning specified (i) in relation to the Prepetition Obligations, in Section 8.2.(b) (Liens, Etc.)
and (ii) in relation to the DIP Obligations, in Section 8.2.A(b) (Liens,
Etc.).

       

      “Existing Senior Notes” means the
10-1/2% senior notes due 2010 issued by the U.S. Borrower pursuant to the
Existing Indenture.

       

      “Fair Market Value” means
(a) with respect to any asset or group of assets (other than a marketable
Security) at any date, the value of the consideration obtainable in a sale of
such asset at such date assuming a sale by a willing seller to a willing
purchaser dealing at arm’s length and arranged in an orderly manner over a
reasonable period of time having regard to the nature and characteristics of
such asset, as reasonably determined by the U.S. Borrower or, if such asset
shall have been the subject of a relatively contemporaneous appraisal by an
independent third party appraiser, the basic assumptions underlying which have
not materially changed since its date, the value set forth in such appraisal and
(b) with respect to any marketable Security at any date, the closing sale
price of such Security on the Business Day next preceding such date, as
appearing in any published list of any national securities exchange or the
NASDAQ Stock Market or, if there is no such closing sale price of such Security,
the final price for the purchase of such Security at face value quoted on such
business day by a financial institution of recognized standing regularly dealing
in securities of such type and selected by the applicable Administrative
Agent.

       

      “Federal Funds Rate” means,
for any period, a fluctuating interest rate per annum equal for each day
during such period to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding 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 of the quotations for such day on such transactions received by
the applicable Administrative Agent from three Federal funds brokers of
recognized standing selected by it.

       

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

       

      “Fee Letter” means each of
(a) the letter, dated as of April 20, 2007, addressed to Holdings from
each of the Prepetition Arrangers and accepted by Holdings on April 20,
2007, with respect to certain fees to be paid from time to time to the
Prepetition Arrangers and (b) the letter, dated April 20, 2007,
between the Prepetition Administrative Agent and Holdings with respect to
certain fees to be paid to the Prepetition Administrative Agent in connection
with the Existing Credit Agreement.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Final New Money DIP Term
Loans” means the New Money DIP Term Loans made on the DIP Final Effective
Date.

       

      “Final Order” means an order
of the Bankruptcy Court pursuant to, inter alia, section 363
and 364 of the Bankruptcy Code, approving, among other things, on a final basis,
this Agreement and the other DIP Loan Documents and the transactions
contemplated hereby and thereby and authorizing the incurrence by the Loan
Parties of post-petition secured and super-priority Indebtedness in accordance
with this Agreement, which is in form and substance satisfactory to the
Requisite DIP Lenders in their sole discretion.

       

      “Final Order Date” means date
on which the Final Order is issued by the Bankruptcy Court.

       

      “Financial Covenant Debt” of
any Person means Indebtedness of the type specified in clauses (a), (b), (c), (d), (e), (f) and (h) of the definition of
“Indebtedness”.

       

      “Financial Statements” means
(i) in respect of the Prepetition Obligations, the financial statements of
Holdings and its Subsidiaries delivered in accordance with Sections 4.4 (Financial
Statements) and 6.1 (Financial
Statements) and (ii) in respect of the DIP Obligations, the
financial statements of Holdings and its Subsidiaries delivered in accordance
with Sections 4.4A
(Financial Statements) and 6.1A (Financial
Statements).

       

      “First Day Orders” means all
orders entered by the Bankruptcy Court on the Petition Date or within five
Business Days of the Petition Date or based on motions filed on the Petition
Date or within five Business Days of the Petition Date, in form and substance
satisfactory to the Requisite DIP Lenders.

       

      “Fiscal Quarter” means each of
the three month periods ending on April 30, July 31, October 31
and January 31.

       

      “Fiscal Year” means the twelve
month period ending on January 31.

       

      “Foreign Collateral” means all
property and interests in property and proceeds thereof now owned or hereafter
acquired by any Foreign Loan Party in or upon which a Lien is granted under any
Foreign Collateral Document.

       

      “Foreign Collateral Documents”
means the Foreign Security Agreements, the Foreign Guaranties, the Mortgages for
real property located outside of the United States, the Intercompany Loan
Documents and any other document executed and delivered by a Foreign Loan Party
granting a Lien on any of its property to secure payment of the Foreign
Obligations.

       

      “Foreign DIP Collateral” means
all property and interests in property and proceeds thereof now owned or
hereafter acquired by any Foreign Loan Party in or upon which a Lien is granted
under any Foreign DIP Collateral Document.

       

      “Foreign DIP Collateral
Documents” means any security document (or any amendment to any security
document) executed and delivered by a Foreign Loan Party (i) granting (or
extending) a Lien on any of its property to secure payment of the Foreign DIP


       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      Obligations
or (ii) releasing, amending or otherwise modifying an existing Lien on any of
its property in order to enable it to grant a Lien to secure payment of the
Foreign DIP Obligations.

       

      “Foreign DIP Loan Documents”
means, collectively, this Agreement, the Foreign Pledged Notes (if any), the DIP
Fee Letters,  each Cash Management Document, the Foreign DIP
Collateral Documents and each certificate, agreement or document executed by a
Foreign Loan Party and delivered to any DIP Agent or any DIP Lender in
connection with or pursuant to any of the foregoing.

       

      “Foreign DIP Obligations”
means the DIP Loans and all other amounts, obligations, covenants and duties
owing by the Luxembourg Borrower to the DIP Agents, any DIP Lender, any
Affiliate of any of them or any Indemnitee, of every type and description
(whether by reason of an extension of credit, opening or amendment of a letter
of credit or payment of any draft drawn thereunder, loan, guaranty,
indemnification, foreign exchange or currency swap transaction, interest rate
hedging transaction or otherwise), present or future, in each case arising under
this Agreement or any other Foreign DIP Loan Document in connection with the DIP
Loans (including Cash Management Documents that are Foreign DIP Loan Documents)
or any Order of the Bankruptcy Court, 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 and whether or not evidenced
by any note, guaranty or other instrument or for the payment of money, including
all letter of credit, cash management and other fees, interest, charges,
expenses, attorneys’ fees and disbursements, Cash Management Obligations and
other sums chargeable to the Luxembourg Borrower under this Agreement or any
other Foreign DIP Loan Document in connection with the DIP Loans (including Cash
Management Documents that are Foreign DIP Loan Documents).

       

      “Foreign Guaranty” means each
guaranty, in form and substance reasonably satisfactory to the Prepetition
Administrative Agent, executed and delivered by a Foreign Subsidiary Guarantor
in favor of the Prepetition Administrative Agent.

       

      “Foreign Loan Documents”
means, collectively, the Foreign Prepetition Loan Documents and the Foreign DIP
Loan Documents.

       

      “Foreign Loan Party” means
each of the Luxembourg Borrower, each Foreign Subsidiary Guarantor and each
other Foreign Subsidiary that executes and delivers a Foreign Loan
Document.

       

      “Foreign Prepetition Loan
Documents” means, collectively, this Agreement, the Foreign Security
Agreements, the Foreign Pledged Notes (if any), the Foreign Guaranties, the Fee
Letters, the Collateral Sharing Agreement, each Letter of Credit Reimbursement
Agreement, each Hedging Contract between any Foreign Loan Party and any
Prepetition Lender or any Affiliate of any Prepetition Lender entered into after
the Original Closing Date and before the DIP Effective Date in connection
herewith, each Cash Management Document, the Foreign Collateral Documents and
each certificate, agreement or document executed by a Foreign Loan Party and
delivered to any Agent or any Prepetition Lender in connection with or pursuant
to any of the foregoing.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Foreign Obligations” means,
collectively, the Foreign Prepetition Obligations and the Foreign DIP
Obligations.

       

      “Foreign Prepetition
Obligations” means the Loans, the Letter of Credit Obligations and all
other amounts, obligations, covenants and duties owing by the Luxembourg
Borrower to the Agents, any Prepetition Lender, any Issuer, any Affiliate of any
of them or any Indemnitee, of every type and description (whether by reason of
an extension of credit, opening or amendment of a letter of credit or payment of
any draft drawn thereunder, loan, guaranty, indemnification, foreign exchange or
currency swap transaction, interest rate hedging transaction or otherwise),
present or future, in each case arising under this Agreement or any other
Foreign Prepetition Loan Document (including Cash Management Documents and
Hedging Contracts that are Foreign Prepetition Loan Documents), 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 and
whether or not evidenced by any note, guaranty or other instrument or for the
payment of money, including all letter of credit, cash management and other
fees, interest, charges, expenses, attorneys’ fees and disbursements, Cash
Management Obligations and other sums chargeable to the Luxembourg Borrower
under this Agreement or any other Foreign Loan Prepetition Document (including
Cash Management Documents and Hedging Contracts that are Foreign Loan Documents)
and all obligations of the Luxembourg Borrower under any Foreign Prepetition
Loan Document to provide cash collateral for Revolving Letter of Credit
Obligations.

       

      “Foreign Pledged Notes” means each
promissory note or other document, evidencing each Intercompany Loan, issued by
an Intercompany Borrower in favor of the Intercompany Lender, in form and
substance reasonably satisfactory to (i) in the case of an Intercompany
Loan entered into prior to the DIP Effective Date, the Prepetition
Administrative Agent and (ii) in the case of an Intercompany Loan entered
into (or amended) on or after the DIP Effective Date, the DIP Administrative
Agent.

       

      “Foreign Receivables Purchase
Program” means, with respect to any Foreign Subsidiary, an agreement or
other arrangement or program providing for the sale on a non-recourse basis
(other than Guaranty Obligations permitted under Section 8.1(c)(ii)
(Indebtedness)) of Receivables Assets in exchange for the advance of
funds to such Foreign Subsidiary and/or one or more of its Subsidiaries pursuant
to documentation (including customary performance guaranties) reasonably
acceptable to (i) in respect of the Prepetition Obligations, the Prepetition
Administrative Agent and (ii) in respect of the DIP Obligations, the DIP
Administrative Agent (including, without limitation, an intercreditor
agreement); provided,
however, that, with respect to the German Foreign Receivables Purchase
Program, recourse by MHB Financial Services GmbH & Co. KG, Eschborn to Hayes
Lemmerz Werke GmbH shall be permitted in an aggregate amount not to exceed 5% of
the amount of Receivables Assets sold pursuant to the German Foreign Receivables
Purchase Program.

       

      “Foreign Secured DIP Obligations”
means, in the case of the Luxembourg Borrower, the Foreign DIP Obligations, and,
in the case of any other Foreign Loan Party, the obligations of such Foreign
Loan Party in relation to the DIP Obligations under any DIP Foreign Guaranty and
the other Foreign DIP Loan Documents to which it is a party.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Foreign Secured Obligations” means,
collectively, Foreign Secured Prepetition Obligations and Foreign Secured DIP
Obligations.

       

      “Foreign Secured Prepetition
Obligations” means, in the case of the Luxembourg Borrower, the Foreign
Obligations, and, in the case of any other Foreign Loan Party, the obligations
of such Foreign Loan Party in relation to the Prepetition Obligations under the
Foreign Guaranty and the other Foreign Loan Documents to which it is a
party.

       

      “Foreign Security Agreements” means
each pledge and/or security agreement, in form and substance reasonably
satisfactory to the applicable Administrative Agent(s), executed and delivered
by a Foreign Subsidiary Guarantor in favor of the Prepetition Administrative
Agent and/or the DIP Administrative Agent, as applicable.

       

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

       

      “Foreign Subsidiary Guarantor”
means each Foreign Subsidiary (other than a Dormant Subsidiary and any
Subsidiary that is a Securitization SPV) and each other Foreign Subsidiary of
Holdings or the Luxembourg Borrower that becomes a party to a Foreign Guaranty
as required pursuant to Section 3.1(a)and Section 7.11, as
applicable.

       

      “Fund” means any Person (other
than a natural Person) that is or will be engaged in making, purchasing, holding
or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its business.

       

      “GAAP” means generally
accepted accounting principles in the United States of America as in effect from
time to time set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
the statements and pronouncements of the Financial Accounting Standards Board,
or in such other statements by such other entity as may be in general use by
significant segments of the accounting profession, that are applicable to the
circumstances as of the date of determination.

       

      “German Foreign Receivables Purchase
Program” means the revolving Foreign Receivables Purchase Program,
pursuant to which Hayes Lemmerz Werke GmbH shall sell and assign certain
Receivables Assets to MHB Financial Services GmbH & Co. KG,
Eschborn.

       

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

       

      “Guarantor” means Holdings,
the Parent and each Domestic Subsidiary Guarantor.

       

      “Guaranty” means the Second
Amended and Restated Guaranty, in substantially the form of Exhibit H-1 (Form of Second
Amended and Restated Guaranty), executed by the Guarantors pursuant to
which the Guarantors shall guarantee both the Domestic Obligations and Foreign
Obligations and the U.S. Borrower shall guarantee the Foreign
Obligations.

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Guaranty Obligation” means,
as applied to any Person, any direct or indirect liability, contingent or
otherwise, of such Person with respect to any Indebtedness of another Person
(or, with regard to trade payables not constituting Indebtedness, of a Foreign
Subsidiary of such Person that is not a Foreign Subsidiary Guarantor), if the
purpose or intent of such Person in incurring the Guaranty Obligation is to
provide assurance to the obligee of such Indebtedness (or such trade payables)
that such Indebtedness (or such trade payables) will be paid or discharged, or
that any agreement relating thereto will be complied with, or that any holder of
such Indebtedness (or such trade payables) will be protected (in whole or in
part) against loss in respect thereof, including (a) the direct or indirect
guaranty, endorsement (other than for collection or deposit in the ordinary
course of business), co-making, discounting with recourse or sale with recourse
by such Person of Indebtedness of another Person (or such trade payables) and
(b) any liability of such Person for Indebtedness of another Person (or
such trade payables) through any agreement (contingent or otherwise) (i) to
purchase, repurchase or otherwise acquire such Indebtedness (or such trade
payables) or any security therefor, or to provide funds for the payment or
discharge of such Indebtedness (whether in the form of a loan, advance, stock
purchase, capital contribution or otherwise), (ii) to maintain the solvency
or any balance sheet item, level of income or financial condition of another
Person, (iii) to make take-or-pay or similar payments, if required,
regardless of non-performance by any other party or parties to an agreement,
(iv) to purchase, sell or lease (as lessor or lessee) property, or to
purchase or sell services, primarily for the purpose of enabling the debtor to
make payment of such Indebtedness (or such trade payables) or to assure the
holder of such Indebtedness (or such trade payables) against loss or (v) to
supply funds to, or in any other manner invest in, such other Person (including
to pay for property or services irrespective of whether such property is
received or such services are rendered), if in the case of any agreement
described under clause (b)(i), (ii), (iii), (iv) or (v) above the primary
purpose or intent thereof is to provide assurance that Indebtedness of another
Person (or such trade payables) will be paid or discharged, that any agreement
relating thereto will be complied with or that any holder of such Indebtedness
(or such trade payables) will be protected (in whole or in part) against loss in
respect thereof.  The amount of any Guaranty Obligation shall be equal
to the amount of the Indebtedness (or such trade payables) so guaranteed or
otherwise supported.

       

      “Hedging Contracts” means all
Interest Rate Contracts, foreign exchange contracts, currency swap or option
agreements, forward contracts, commodity swap, purchase or option agreements,
other commodity price hedging arrangements, and all other similar agreements or
arrangements designed to alter the risks of any Person arising from fluctuations
in interest rates, currency values or commodity prices.

       

      “Holdings” has the meaning
specified in the preamble to this Agreement.

       

      “Holdings’ Accountants” means
KPMG, LLP or other independent nationally-recognized public accountants
reasonably acceptable to (i) in the case of the Prepetition Obligations, the
Prepetition Administrative Agent and (ii) in the case of the DIP Obligations,
the Requisite DIP Lenders.

       

      “Incremental DIP Loan Borrowing
Date” has the meaning set forth in Section 2.03A(a) (Incremental New
Money DIP Term Loans and Commitments).

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Incremental New Money DIP Term
Lender” has the meaning set forth in Section 2.03A(c)(i) (Incremental New
Money DIP Term Loans and Commitments).

       

      “Incremental New Money DIP Term Loan
Commitments” has the meaning set forth in Section 2.03A(b)(ii) (Incremental
New Money DIP Term Loans and Commitments).

       

      “Incremental New Money DIP Term Loan
Request” has the meaning set forth in Section 2.03A(a) (Incremental New
Money DIP Term Loans and Commitments).

       

      “Incremental New Money DIP Term
Loans” has the meaning set forth in Section 2.03A(a) (Incremental New
Money DIP Term Loans and Commitments).

       

      “Indebtedness” of any Person
means without duplication (a) all indebtedness of such Person for borrowed
money (other than pursuant to a Securitization Program, a Domestic Receivables
Purchase Program or a Foreign Receivables Purchase Program), (b) all
obligations of such Person evidenced by notes, bonds, debentures or similar
instruments or that bear interest (other than pursuant to a Securitization
Program, a Domestic Receivables Purchase Program or a Foreign Receivables
Purchase Program), (c) all reimbursement and all obligations with respect
to letters of credit, bankers’ acceptances, surety bonds and performance bonds,
whether or not matured, (d) all indebtedness for the deferred purchase
price of property or services, other than unsecured trade payables incurred in
the ordinary course of business that are (i) not more than 90 days
overdue or (ii) being contested in good faith and by appropriate
proceedings if adequate reserves therefor have been established on the books of
such Person in accordance with GAAP, (e) all indebtedness of such Person
created or arising under any conditional sale or other title retention agreement
with respect to property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property), (f) all Capital
Lease Obligations of such Person and the present value of future rental payments
under all synthetic leases, (g) all Guaranty Obligations of such Person,
(h) all obligations of such Person to purchase, redeem, retire, defease or
otherwise acquire for value any Stock or Stock Equivalents of such Person,
valued, in the case of redeemable preferred stock, at the greater of its
voluntary liquidation preference and its involuntary liquidation preference plus
accrued and unpaid dividends, (i) all payments that such Person would have
to make in the event of an early termination on the date Indebtedness of such
Person is being determined in respect of Hedging Contracts of such Person, (j)
all aggregate outstanding amounts invested in Receivables Assets (or interests
therein), whether denominated as “capital,” “net investment,” “loan” or other “financing,” “payment of purchase price” or
other similar term, that are sold, leased, subleased, transferred or conveyed in
accordance with any Securitization Program, a Domestic Receivables Purchase
Program or a Foreign Receivables Purchase Program, and (k) all Indebtedness
of the type referred to above secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien upon or in property (including accounts and general intangibles) owned
by such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness.

       

      “Indemnified Matter” has the
meaning specified in Section
11.5 (Indemnities) or Section 11.5.A (Indemnities),
as applicable.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Indemnitee” has the meaning
specified in Section 11.5
(Indemnities) or Section 11.5.A (Indemnities),
as applicable.

       

      “Indenture” means the
Indenture, dated as of May 30, 2007, between the Luxembourg Borrower and
U.S. Bank National Association, as Trustee.

       

      “Initial Cases” has the
meaning specified in the recitals to this Agreement.

       

      “Initial Debtors” has the
meaning specified in the Preamble

       

      “Initial New Money DIP Term
Loans” means the New Money DIP Term Loans made on the DIP Effective
Date.

       

      “Initial New Money DIP Term Loan Commitment”
means with respect to each New Money DIP Lender, that sub-limit of the New Money
DIP Term Loan Commitment of such New Money DIP Lender, as set forth opposite
such New Money DIP Lender’s name on Part B of Schedule I (Commitments)
under the caption “Initial New
Money DIP Term Loan Commitment” (as amended to reflect each
Assignment and Acceptance executed by such New Money DIP Lender), as such amount
may be reduced pursuant to this Agreement or by order of the Bankruptcy
Court.

       

      “Intercompany Borrower” means
each borrower of any Intercompany Loan.

       

      “Intercompany Collateral”
means all property and interests in property and proceeds thereof now owned or
hereafter acquired by any Intercompany Loan Party in or upon which a Lien is
granted under any Intercompany Collateral Document.

       

      “Intercompany Collateral
Documents” means the Intercompany Pledge and Security Agreements, the
Intercompany Mortgages and any other document executed and delivered by any
Intercompany Loan Party granting a Lien on any of its property to secure the
payment of the Intercompany Obligations.

       

      “Intercompany Guaranty” means
each guaranty, executed and delivered by an Intercompany Guarantor in favor of
any Intercompany Lender, in form and substance reasonably satisfactory to
(i) in the case of an Intercompany Guaranty entered into prior to the DIP
Effective Date, the Prepetition Administrative Agent and (ii) in the case
of an Intercompany Guaranty entered into (or amended after) on or after the DIP
Effective Date, the DIP Administrative Agent.

       

      “Intercompany Guarantor” means
each Foreign Subsidiary that executes and delivers an Intercompany
Guaranty.

       

      “Intercompany Lender” means
each lender of any Intercompany Loan.

       

      “Intercompany Loan” means any
Indebtedness owed by any Foreign Subsidiary to any Borrower, U.S. LLC (until the
Triggering Date) or another Foreign Subsidiary.

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Intercompany Loan Documents”
means, collectively, the Intercompany Notes, the Intercompany Guaranties, the
Intercompany Collateral Documents and each certificate, agreement or document
executed by an Intercompany Loan Party in connection with any Intercompany
Loan.

       

      “Intercompany Loan Party”
means each Intercompany Borrower, each Intercompany Guarantor and each Foreign
Subsidiary that executes and delivers an Intercompany Loan
Document.

       

      “Intercompany Mortgage” means
each mortgage, deed of trust or other real estate security document, executed
and delivered by an Intercompany Loan Party in favor of any Intercompany Lender,
in form and substance reasonably satisfactory to (i) in the case of an
Intercompany Mortgage entered into prior to the DIP Effective Date, the
Prepetition Administrative Agent and (ii) in the case of an Intercompany
Mortgage entered into (or amended after) on or after the DIP Effective Date, the
DIP Administrative Agent.

       

      “Intercompany Note” means each
promissory note or other document, evidencing each Intercompany Loan, issued by
an Intercompany Borrower in favor of any Intercompany Lender, in form and
substance reasonably satisfactory to (i) in the case of an Intercompany
Note entered into prior to the DIP Effective Date, the Prepetition
Administrative Agent and (ii) in the case of an Intercompany Note entered
into on or after (or amended after) the DIP Effective Date, the DIP
Administrative Agent.

       

      “Intercompany Obligations”
means, in the case of any Intercompany Borrower, the Intercompany Loans to such
Intercompany Borrower and all other amounts, obligations, covenants and duties
owing by such Intercompany Borrower to any Intercompany Lender of every type and
description (whether by reason of an extension of credit, loan, guaranty,
indemnification or otherwise), present or future, 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 and whether
or not evidenced by any note, guaranty or other instrument or for the payment of
money, and, in the case of any other Intercompany Loan Party, the obligations of
such Intercompany Loan Party under its Intercompany Guaranty and the other
Intercompany Loan Documents to which it is a party.

       

      “Intercompany Pledge and Security
Agreement” means each pledge and/or other security agreement, executed
and delivered by an Intercompany Borrower in favor of any Intercompany Lender,
in form and substance reasonably satisfactory to (i) in the case of an
Intercompany Pledge and Security Agreement entered into prior to the DIP
Effective Date, the Prepetition Administrative Agent and (ii) in the case
of an Intercompany Pledge and Security Agreement entered into on or after (or
amended after) the DIP Effective Date, the DIP Administrative
Agent.

       

      “Interest Coverage Ratio”
means, with respect to any Person for any period, the ratio of
(a) Consolidated EBITDA of such Person for such period to (b) 
Interest Expense in Cash of such Person for such period (excluding, in relation
to the DIP Obligations, any Interest Expense in Cash in relation to Intercompany
Loans)

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      “Interest Coverage Ratio (Foreign
Subsidiaries)” means, with respect to any Person for any period, the
ratio of (a) aggregated EBITDA of such Person for such period to (b) 
Interest Expense (Foreign Subsidiaries) in Cash of such Person for such period
(excluding, in relation to the DIP Obligations, any Interest Expense (Foreign
Subsidiaries) in Cash in relation to Intercompany Loans).

       

      “Interest Expense” means, for
any Person for any period, (a) Consolidated total interest expense of such
Person and its Subsidiaries for such period and including, in any event,
interest capitalized during such period and net costs under Interest Rate
Contracts for such period minus (b) Consolidated
net gains of such Person and its Subsidiaries under Interest Rate Contracts for
such period and minus
(c) any Consolidated interest income of such Person and its Subsidiaries
for such period.

       

      “Interest Expense (Foreign
Subsidiaries)” means, for any Person for any period, (a)  total
interest expense of such Person for such period and including, in any event,
interest capitalized during such period and net costs under Interest Rate
Contracts for such period minus (b)  net gains of
such Personunder Interest Rate Contracts for such period and minus (c) any interest
income of such Person and its Subsidiaries for such period.

       

      “Interest Period” means, in
the case of any Eurocurrency Rate Loan, (i) in the case of Prepetition
Loans (a) initially, the period commencing on the date such Eurocurrency
Rate Loan is made or on the date of conversion of a Base Rate Loan to such
Eurocurrency Rate Loan and ending one, two, three or six months thereafter, as
selected by the applicable Borrower in its Notice of Borrowing or Notice of
Conversion or Continuation given to the Prepetition Administrative Agent
pursuant to Section 2.2 (Borrowing Procedures) or
2.12 (Conversion/Continuation
Option) and (b) thereafter, if such Loan is continued, in whole or
in part, as a Eurocurrency Rate Loan pursuant to Section 2.12 (Conversion/Continuation
Option), a period commencing on the last day of the immediately preceding
Interest Period therefor and ending one, two, three or six months thereafter, as
selected by the Prepetition Borrower in its Notice of Conversion or Continuation
given to the Prepetition Administrative Agent pursuant to Section 2.12 (Conversion/Continuation Option)
and (ii) in the case of DIP Loans (a) initially, the period
commencing on the date such Eurocurrency Rate Loan is made or on the date of
conversion of a Base Rate Loan to such Eurocurrency Rate Loan and ending one,
two, or three months thereafter and (b) thereafter, if such Loan is
continued, in whole or in part, as a Eurocurrency Rate Loan pursuant to Section 2.12A (Conversion/Continuation
Option), a period commencing on the last day of the immediately preceding
Interest Period therefor and ending one, two, or three months thereafter;
provided, however, that all of the
foregoing provisions relating to Interest Periods in respect of Eurocurrency
Rate Loans 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 the result of such extension would be to extend such Interest Period into
another calendar month, in which event such Interest Period shall end on the
immediately preceding Business Day;

       

      (ii)           any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      calendar
month at the end of such Interest Period) shall end on the last Business Day of
a calendar month;

       

      (iii)           the
applicable Borrower may not select any Interest Period that ends after the date
of a scheduled principal payment on the Loans as set forth in Article II (The Prepetition
Facilities) unless, after giving effect to such selection, the
aggregate unpaid principal amount of the Loans for which Interest Periods end
after such scheduled principal payment shall be equal to or less than the
principal amount to which the Loans are required to be reduced after such
scheduled principal payment is made;

       

      (iv)           the
applicable Borrower may not select any Interest Period in respect of Loans
having an aggregate principal amount of less than the applicable Minimum
Currency Threshold;

       

      (v)           there
shall be outstanding at any one time (i) in the case of Interest Periods in
respect of the Prepetition Loans, no more than 20 Interest Periods in the
aggregate and (ii) in the case of Interest Periods in respect of the DIP Loans,
no more than five (5) Interest Periods; and

       

      (vi)           in
the case of Interest Periods in respect of the DIP Loans, all Interest Periods
shall be for one, two, or three months, unless otherwise consented to by the
Requisite DIP Lenders.

       

      “Interest Rate Contracts”
means all interest rate swap agreements, interest rate cap agreements, interest
rate collar agreements and interest rate insurance.

       

      “Interim Order” means that
certain order approving, among other things, this Agreement on an interim basis
issued by the Bankruptcy Court approving this Agreement and the other DIP Loan
Documents and the transactions contemplated hereby and thereby and authorizing
the incurrence by the Loan Parties of post-petition secured and super-priority
Indebtedness in accordance with this Agreement, in form and substance
satisfactory to the Requisite DIP Lenders in their sole discretion.

       

      “Interim Order Date” means the
date on which the Interim Order is entered into by the Bankruptcy
Court.

       

      “Inventory” has the meaning
specified in the UCC.

       

      “Investment” means, with
respect to any Person, (a) any purchase or other acquisition by such Person
of (i) any Security issued by, (ii) a beneficial interest in any
Security issued by, or (iii) any other equity ownership interest in, any
other Person, (b) any purchase by such Person of all or substantially all
of the assets of a business conducted by any other Person, or all or
substantially all of the assets constituting the business of a division, branch
or other unit operation of any other Person, (c) any loan, advance (other
than deposits with financial institutions available for withdrawal on demand,
prepaid expenses, accounts receivable and similar items made or incurred in the
ordinary course of business) or capital contribution by such Person to any other
Person, including all Indebtedness of any other Person to such Person arising
from a sale of property by such Person other than in the ordinary course of its
business, and 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      (d) any
Guaranty Obligation incurred by such Person in respect of Indebtedness of any
other Person; provided,
however, that in the
case of the Loan Parties, “Investments” shall not include any Tax Planning
Transactions.

       

      “IRS” means the Internal
Revenue Service of the United States or any successor thereto.

       

      “Issue” means, with respect to
any Letter of Credit or Synthetic Letter of Credit, to issue, extend the expiry
of, renew or increase the maximum face amount (including by deleting or reducing
any scheduled decrease in such maximum face amount) of, such Letter of Credit or
Synthetic Letter of Credit.  The terms “Issued”, “Issuing” and “Issuance” shall have a
corresponding meaning.

       

      “Issuer” means (i) each
Prepetition Lender or Affiliate of a Prepetition Lender that (a) is listed
on the signature pages hereof as an “Issuer” or (b) hereafter
becomes an Issuer with the approval of the Prepetition Administrative Agent and
the Borrowers by agreeing pursuant to an agreement with and in form and
substance satisfactory to the Prepetition Administrative Agent and the Borrowers
to be bound by the terms hereof applicable to Issuers; provided, however, that with respect to
any Synthetic Letter of Credit, the term “Issuer” shall mean Citibank,
N.A.

       

      “Lenders” means, collectively,
the Prepetition Lenders and the DIP Lenders and “Lender” means either one of
them as the context shall require.

       

      “Letter of Credit” means any
Revolving Letter of Credit or any Synthetic Letter of Credit.

       

      “Letter of Credit Obligations”
means, with respect to each Borrower, at any time, the aggregate of all
liabilities at such time of such Borrower to all Issuers with respect to Letters
of Credit, whether or not any such liability is contingent, including, without
duplication, the sum of (a) the Dollar Equivalents of the Reimbursement
Obligations at such time (b) the Dollar Equivalent of the Revolving Letter
of Credit Undrawn Amounts at such time and (c) the Dollar Equivalent of the
Synthetic L/C Undrawn Amounts.

       

      “Letter of Credit Reimbursement
Agreement” has the meaning specified in Section 2.4(e) (Letters of
Credit).

       

      “Letter of Credit Request” has
the meaning specified in Section 2.4(c) (Letters of Credit).

       

      “Letter of Credit Undrawn
Amounts” means, with respect to each Borrower, the sum such U.S. Letter
of Credit Undrawn Amounts and such Euro Letter of Credit Undrawn
Amounts.

       

      “Leverage Ratio” means, with
respect to any Person as of any date, the ratio of (a) Consolidated
Financial Covenant Debt of such Person outstanding as of such date to
(b) Consolidated EBITDA for such Person for the last four Fiscal Quarter
period ending on or before such date; provided, however, that the aggregate
amount of any cash and Cash 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      Equivalents
that is not required to be designated as “restricted” on the balance sheet of
such Person in accordance with GAAP of Holdings and any of its Subsidiaries as
of such date that are free and clear of any liens (other than Liens in favor of
any Agent and any customary banker’s liens, set-offs and counterclaims) shall be
subtracted from the sum of “Financial Covenant
Debt”.

       

      “LIBOR Rate” means, with
respect to any Interest Period, the greater of (i) (A) in the case of the
Prepetition Loans, 2.50% per
annum and (B) in the case of the DIP Loans, (x) prior to the Roll-Up
Loan Elevation Date, 6.00% per
annum and (y) on and after the Roll-Up Loan Elevation Date, 3.00% per annum and (ii) the
rate per annum
determined by the applicable Administrative Agent at approximately 11:00 a.m.
(London time) on the date that is two Business Days prior to the commencement of
such Interest Period (or, if different, the date on which quotations would
customarily be provided by leading banks in the London Interbank Market for
deposits of amounts in the relevant currency for delivery on the first day of
such Interest Period) by reference to the applicable Screen Rate for deposits in
Dollars (as set forth by any service selected by the applicable Administrative
Agent that has been nominated by the British Bankers’ Association as an
authorized information vendor for the purpose of displaying such rates), for a
period equal to such Interest Period; provided that, to the extent
that an interest rate is not ascertainable pursuant to the foregoing provisions
of this definition, the “LIBOR Rate” shall be the interest rate per annum determined by the
applicable Administrative Agent to be the average of the rates per annum at which deposits
in Dollars are offered for such relevant Interest Period to major banks in the
London interbank market in London, England by the applicable Administrative
Agent at approximately 11:00 a.m. (London time) on the date that is two Business
Days prior to the beginning of such Interest Period.

       

      “Lien” means any mortgage,
deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement,
encumbrance, lien (statutory or other), security interest or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever intended to assure payment of any Indebtedness or the
performance of any other obligation, including any conditional sale or other
title retention agreement, the interest of a lessor under a Capital Lease and
any financing lease having substantially the same economic effect as any of the
foregoing, and the filing of any financing statement under the UCC or comparable
law of any jurisdiction naming the owner of the asset to which such Lien relates
as debtor.

       

      “Liquidity”  on any
date of determination, the sum, without duplication, of (i) the cash and Cash
Equivalents which are not subject to any Liens (other than Liens in favor of the
DIP Administrative Agent, for the benefit of the Secured DIP Parties and Liens
in favor of the Prepetition Administrative Agent, for the benefit of the Secured
Prepetition Parties) on such date plus (ii) the unfunded portion of the New
Money DIP Term Loan Commitments on such date plus (iii) the aggregate
availability under any loan agreements or other lines of credit of the Holdings
and its Subsidiaries on such date; provided that, for the
purposes of determining Liquidity, any amounts under (i) or (iii) above
held  by or available to any Subsidiary that is a joint venture with
another Person shall not be included in such determination.

       

       “Loan” means any loan made by
any Lender pursuant to this Agreement.

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      “Loan Documents” means the
Domestic Loan Documents and the Foreign Loan Documents.

       

      “Loan Party” means each
Prepetition Loan Party and each DIP Loan Party.

       

      “Local Time” means, with
respect to (a) a Dollar Revolving Loan, New York time and (b) a Euro
Revolving Loan, London time.

       

      “Luxembourg Borrower” has the
meaning given in the Preamble.

       

      “Lux Subsidiary” means HLI
Luxembourg S.a.r.L.

       

      “Mandatory Costs” means, with
respect to a Loan or other unpaid sum, the rate per annum notified by any
Lender to the applicable Administrative Agent to be the cost to that Lender of
compliance with all reserve asset, liquidity or cash margin or other like
requirements of the Bank of England, the Financial Services Authority or the
European Central Bank and which shall be determined in accordance with Schedule III (Mandatory
Costs).

       

      “Material Adverse Change”
means, (x) with respect to the Prepetition Obligations, a material adverse
change in any of (a) the condition (financial or otherwise), business or
operations of (i) Holdings and its Subsidiaries, taken as a whole, or
(ii) the Borrowers and their respective Subsidiaries, taken as a whole, in
each case, since January 31, 2007, (b) the legality, validity or
enforceability of the Loan Documents, (c) the perfection or priority of the
Liens granted pursuant to the Collateral Documents, (d) the ability of the
Borrowers to repay their respective Obligations or of the other Loan Parties to
perform their respective obligations under the Loan Documents or (e) the
ability of the Agents, the Lenders or the Issuers to enforce the Loan Documents
and (y) with respect to the DIP Obligations, material adverse change in any
of (a) the condition (financial or otherwise), business or operations of
(i) Holdings and its Subsidiaries, taken as a whole (other than the
commencement of the Cases), or (ii) the Borrowers and their respective
Subsidiaries (other than the commencement of the Cases), taken as a whole, in
each case, since April 6, 2009, (b) the legality, validity or
enforceability of the DIP Loan Documents, (c) the perfection or priority of
the Liens granted pursuant to the DIP Collateral Documents, (d) the ability
of the Borrowers to repay their respective DIP Obligations or of the other Loan
Parties to perform their respective obligations under the DIP Loan Documents or
(e) the ability of the Agents or the DIP Lenders to enforce the DIP Loan
Documents.

       

      “Material Adverse Effect”
means an effect that results in or causes, or could reasonably be expected to
result in or cause, a Material Adverse Change.

       

      “Material Subsidiary” means,
as of the date of determination, each of Holdings’ Subsidiaries that as of such
time meets the definition of a “significant subsidiary” contained as of such
date in Regulation S-X of the Securities and Exchange Commission, provided that,
notwithstanding the foregoing, each Subsidiary Guarantor shall be deemed to be a
“Material Subsidiary”.

       

      “Minimum Currency Threshold”
means, in the case of Revolving Credit Borrowings of (i) Base Rate Loan in
Dollars, an aggregate amount of not less than $3,000,000 or an integral multiple
of $1,000,000 in excess thereof and (ii) Eurocurrency Rate Loans, an


       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      aggregate
amount of not less than $3,000,000 (for Loans denominated in Dollars) or
€3,000,000 (for Loans denominated in Euro) or an integral multiple of $1,000,000
(or €1,000,000) in excess thereof.

       

      “Moody’s” means Moody’s
Investors Services, Inc.

       

      “Mortgages” means the
mortgages, deeds of trust or other real estate security documents made or
required herein to be made by the Borrowers or any other Loan
Party.

       

      “Multiemployer Plan” means a
multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the
U.S. Borrower, any of its Subsidiaries or any ERISA Affiliate has any obligation
or liability, contingent or otherwise.

       

      “Net Cash Flow After Restructuring
Expenses” means (A) for Holdings for any period, (a) Consolidated
Net Income of Holdings for such period plus (b) the excess, if
any, of (i) the Working Capital of Holdings at the beginning of such period over
(ii) the Working Capital of Holdings at the end of such period plus (c) non-cash charges and
non-cash losses for such period plus (d) cash flow from
investing during such period  plus (e) cash flow from
financing activities during such period minus (f) all costs and
expenses paid or accrued by the Obligors during such period in connection with
the Cases or restructuring of the Obligors and (B) for the Luxembourg Borrower
together with the Foreign Subsidiary Guarantors (other than those formed under
the laws of Mexico) for any period, (a) aggregated Net Income of the
Luxembourg Borrower and the Foreign Subsidiary Guarantors (other than those
formed under the laws of Mexico) for such period plus (b) the excess, if
any, of (i) the Working Capital of the Luxembourg Borrower and the Foreign
Subsidiary Guarantors (other than those formed under the laws of Mexico) at the
beginning of such period over (ii) the Working Capital of the Luxembourg
Borrower and the Foreign Subsidiary Guarantors (other than those formed under
the laws of Mexico) at the end of such period plus (c) non-cash charges and
non-cash losses for such period plus (d) cash flow from
investing during such period  plus (e) cash flow from
financing activities during such period minus (f) all costs and
expenses paid or accrued by the Luxembourg Borrower and the Foreign Subsidiary
Guarantors (other than those formed under the laws of Mexico) during such period
in connection with the Cases or restructuring of the Obligors.

       

      “Net Cash Proceeds” means
(A) in respect of the Prepetition Obligations, proceeds received by any
Loan Party or any of its Subsidiaries after the Effective Date in cash or Cash
Equivalents from any (a) Asset Sale, other than an Asset Sale permitted
under Section 8.4(a), (b), (c), (e), (f), (g), (h) or (i) (Sale of Assets), net of
(i) the reasonable cash costs of sale, assignment or other disposition,
(ii) taxes paid or reasonably estimated to be payable as a result thereof,
(iii) any amount required to be paid or prepaid on Indebtedness (other than
the Obligations) secured by the assets subject to such Asset Sale and
(iv) in the case of an Asset Sale permitted under Section 8.4(j) of assets
that were used in terminated operations, the reasonable cash costs incurred to
terminate such operations, including severance and other employee termination or
transfer costs, equipment decommissioning and refurbishing costs and costs for
post-termination taxes, maintenance and services related to such assets; provided, however, that evidence of each of
(i), (ii), (iii) and (iv) above is provided
to the Prepetition Administrative Agent in form and substance reasonably
satisfactory to the Prepetition Administrative Agent or (b) Property Loss
Event (other than a Property Loss Event arising solely from any loss of or


       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      damage
to property owned by a Securitization SPV), in each case, net of brokers’ and
advisors’ fees and other costs incurred in connection with such transaction and
(B) in respect of the DIP Obligations proceeds received by any Loan Party
or any of its Subsidiaries after the DIP Effective Date in cash or Cash
Equivalents from any (a) Asset Sale, other than an Asset Sale permitted
under Section 8.4A(a), (b), (c), (e), (f), (g), (h) or (i) (Sale of Assets), net of
(i) the reasonable cash costs of sale, assignment or other disposition,
(ii) taxes paid or reasonably estimated to be payable as a result thereof,
(iii) any amount required to be paid or prepaid on Indebtedness (other than
the DIP Obligations) secured by the assets subject to such Asset Sale and
(iv) in the case of an Asset Sale permitted under Section 8.4A(j) of
assets that were used in terminated operations, the reasonable cash costs
incurred to terminate such operations, including severance and other employee
termination or transfer costs, equipment decommissioning and refurbishing costs
and costs for post-termination taxes, maintenance and services related to such
assets; provided, however, that evidence of each of
(i), (ii), (iii) and (iv) above is provided
to the DIP Administrative Agent in form and substance reasonably satisfactory to
the DIP Administrative Agent or (b) Property Loss Event (other than a
Property Loss Event arising solely from any loss of or damage to property owned
by a Securitization SPV), in each case, net of brokers’ and advisors’ fees and
other costs incurred in connection with such transaction.

       

       “New Money DIP Lender” means
each New Money Dollar DIP Lender and each New Money Euro DIP
Lender.

       

      “New Money DIP Term Loan”
means each New Money Dollar DIP Term Loan and each New Money Euro DIP Term
Loan.

       

      “New Money DIP Term Loan Borrowing” means
New Money DIP Term Loans made on the same day by the New Money DIP Lenders
ratably according to their respective New Money DIP Term Loan
Commitments.

       

      “New Money DIP Term Loan Borrowing Notice”
means a notice of borrowing for New Money DIP Term Loans substantially in the
form of Exhibit C-2 (Form
of New Money
Term Loan Borrowing
Notice).

       

      “New Money DIP Term Loan Commitment”
means each New Money Dollar DIP Term Loan Commitment and each New Money Euro DIP
Term Loan Commitment.“New
Money DIP Term Loan
Facility” means the New Money DIP Term Loan Commitment and the provisions
herein related to the New Money DIP Term Loans.

       

      “New Money DIP Term Loan Note” means a promissory note
of the applicable Borrower, substantially in the form of Exhibit B-3 (Form of New Money
DIP Term Loan Note), payable to the order of any New Money DIP Lender in
a principal amount equal to the amount of such Lender’s New Money DIP Term Loan
Commitment evidencing the Indebtedness of the applicable Borrower to such Lender
resulting from the New Money DIP Term Loan owing by the applicable Borrower to
such Lender.

       

      “New Money Dollar DIP Lender”
means each DIP Lender that has a New Money Dollar DIP Term Loan Commitment or
that holds a New Money Dollar DIP Term Loan (including each DIP Lender that has
an Incremental New Money DIP Term Loan Commitment 

       

      
        
          
          

        

        
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      that
is denominated in Dollars or that holds an Incremental New Money DIP Term Loan
that is denominated in Dollars).

       

      “New Money Dollar DIP Term
Loan” has the meaning specified in Section 2.1.A(a)(i) (The DIP
Facilities).

       

      “New Money Dollar DIP Term Loan Commitment”
means with respect to each New Money Dollar DIP Lender, the commitment of such
New Money Dollar DIP Lender to make New Money Dollar DIP Term Loans to the
Borrowers on the DIP Borrowing Dates in the aggregate principal amount
outstanding not to exceed the amount set forth opposite such New Money Dollar
DIP Lender’s name on Part B of
Schedule I (Commitments) under the caption “New Money Dollar DIP Term Loan
Commitment” (as amended to reflect each Assignment and Acceptance
executed by such New Money DIP Lender), as such amount may be increased pursuant
to Section 2.03A of
this Agreement, and as such amount may be reduced pursuant to this
Agreement.

       

      “New Money Euro DIP Lender”
means each DIP Lender that has a New Money Euro DIP Term Loan Commitment or that
holds a New Money Euro DIP Term Loan (including each DIP Lender that has an
Incremental New Money DIP Term Loan Commitment that is denominated in Euros or
that holds an Incremental New Money DIP Term Loan that is denominated in
Euros).

       

      “New Money Euro DIP Term Loan”
has the meaning specified in Section 2.1.A(a)(ii) (The DIP
Facilities).

       

      “New Money Euro DIP Term Loan
Commitment” means with respect to each New Money Euro DIP Lender, the
commitment of such New Money Euro DIP Lender to make New Money Euro DIP
Term Loans to the Borrowers on the DIP Borrowing Dates in the aggregate
principal amount outstanding not to exceed the amount set forth opposite such
New Money Euro DIP Lender’s name on Part B of Schedule I
(Commitments) under the caption “New Money DIP Term Loan
Commitment” (as amended to reflect each Assignment and Acceptance
executed by such New Money Euro DIP Lender), as such amount may be increased
pursuant to Section 2.03A
of this Agreement, and as such amount may be reduced pursuant to this
Agreement.

       

      “New Second Lien Notes” has
the meaning specified in Section 8.6(b) (Prepayment and Cancellation of
Indebtedness).

       

      “Non-Cash Interest Expense”
means, with respect to any Person for any period, the sum of the following
amounts to the extent included in the definition of Interest Expense
(a) the amount of debt discount and debt issuance costs amortized,
(b) charges relating to write-ups or write-downs in the book or carrying
value of existing Financial Covenant Debt, (c) interest payable in
evidences of Indebtedness or by addition to the principal of the related
Indebtedness and (d) other non-cash interest.

       

      “Non-Consenting Lender” has
the meaning specified in Section 11.1(c) (Amendments, Waivers,
Etc.).

       

      
        
          
          

        

        
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       “Non-Funding New Money DIP
Lender” has the meaning specified in Section 2.2A(d).

       

      “Non-Funding Prepetition
Lender” has the meaning specified in Section 2.2(e) (Borrowing
Procedures).

       

      “Non-U.S. DIP Lender” means
(a) each DIP Lender and DIP Administrative Agent that is a foreign person
as defined in Treasury Regulations Section 1.1441-1(c)(2) or (b) each
DIP Lender and DIP Administrative Agent that is a wholly-owned domestic entity
that is disregarded for United States federal tax purposes under Treasury
Regulations Section 301.7701-2(c)(2) as an entity separate from its owner
and whose single owner is a foreign person within the meaning of Treasury
Regulations Section 1.1441-1(c)(2).

       

      “Non-U.S. Prepetition Lender”
means (a) each Prepetition Lender, Issuer and Agent that is a foreign
person as defined in Treasury Regulations Section 1.1441-1(c)(2) or
(b) each Prepetition Lender, Issuer and Agent that is a wholly-owned
domestic entity that is disregarded for United States federal tax purposes under
Treasury Regulations Section 301.7701-2(c)(2) as an entity separate from
its owner and whose single owner is a foreign person within the meaning of
Treasury Regulations Section 1.1441-1(c)(2).

       

      “Non-Wheel Businesses” means,
each of the following, (i) HLI Powertrain Holding Company, Inc., (ii) 
Hayes Lemmerz Industrias Fronterizas HLI, S.A. de C.V., (iii) Hayes Lemmerz
International – Laredo, Inc. and (iv) HLI Realty, Inc.

       

      “Note” means any Revolving
Credit Note, Term Loan Note or DIP Loan Note.

       

      “Note Guaranty” has the
meaning specified in the Indenture.

       

      “Notice of Borrowing” has the
meaning specified in Section 2.2 (Borrowing
Procedures).

       

      “Notice of Conversion or
Continuation” has the meaning specified in Section 2.12 (Conversion/Continuation
Option) or Section 2.12A (Conversion/Continuation
Option), as applicable.

       

       “Obligations” means,
collectively, the Domestic Obligations and the Foreign Obligations.

       

      “Obligors” means,
collectively, the Debtors, the Guarantors, the DIP Guarantor and the DIP Foreign
Subsidiary Guarantors.

       

      “Operating Forecast” has the
meaning specified in Section
6.1.A(i) (Financial Statements and Additional Bankruptcy-related
Reporting).

       

      “Orders” means the Interim
Order or the Final Order, as applicable.

       

      “Original Closing Date” means
June 3, 2003.

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Parent” means HLI Parent
Company, Inc.

       

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

       

      “Permit” means any permit,
approval, authorization, license, variance or permission required from a
Governmental Authority under an applicable Requirement of Law.

       

      “Permitted Acquisition” means the acquisition
by either of the Borrowers or any of their Subsidiaries of all or substantially
all of the assets or Stock of any Person or of any operating division thereof
(the “Target”), or the merger of the
Target with or into either of the Borrowers or any Subsidiary of such Borrower
(with such Borrower, in the case of a merger with either of the Borrowers, being
the surviving organization) subject to the satisfaction of each of the following
conditions:

       

      (a)           the
Prepetition Administrative Agent shall receive at least 10 Business Days’ prior
written notice of such acquisition, which notice shall include, without
limitation, a reasonably detailed description of such acquisition;

       

      (b)           such
acquisition shall only involve assets comprising a business, or those assets of
a business, of the type permitted under Section 8.8 (Change in Nature
of Business);

       

      (c)           such
acquisition shall be consensual and shall have been approved by the Target’s
board of directors;

       

      (d)           no
additional Indebtedness or other liabilities shall be incurred, assumed or
otherwise be reflected on a Consolidated balance sheet of the U.S. Borrower and
Target after giving effect to such acquisition, except (i) Loans made
hereunder, (ii) ordinary course trade payables and accrued expenses and
(iii) Indebtedness of the Target permitted under Section 8.1
(Indebtedness);

       

      (e)           the
sum of all amounts payable in connection with such acquisition and all other
Permitted Acquisitions (including all transaction costs and all Indebtedness,
liabilities and Guaranty Obligations incurred or assumed in connection therewith
or otherwise reflected in a Consolidated balance sheet of the U.S. Borrower and
Target (excluding any consideration consisting of common stock of Holdings)
shall not exceed $50,000,000; provided, however, that, if the Leverage
Ratio of the U.S. Borrower as of the date of such acquisition on a pro forma basis, after
giving effect to such acquisition, is less than 2.25 to 1.0, then such amount
shall be $75,000,000;

       

      (f)           at
or prior to the closing of such acquisition, the applicable Borrower (or the
Subsidiary making such acquisition) and the Target shall have executed such
documents and taken such actions as may be required under Section 7.11 (Additional
Collateral and Guaranties);

       

      (g)           concurrently
with delivery of the notice referred to in clause (a) above, the applicable Borrower
shall have delivered to the Prepetition Administrative Agent such 

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      other
financial information, financial analysis, documentation or other information
relating to such acquisition as the Prepetition Administrative Agent or any
Prepetition Lender shall reasonably request;

       

      (h)           on
or prior to the date of such acquisition, the Prepetition Administrative Agent
shall have received, copies of the acquisition agreement, related Contractual
Obligations and instruments, and all opinions, certificates, lien search results
and other documents reasonably requested by the Prepetition Administrative
Agent; and

       

      (i)           at
the time of such acquisition and after giving effect thereto, (i) no
Default or Event of Default shall have occurred and be continuing and
(ii) all representations and warranties contained in Article IV (Representations and
Warranties) and in the other Loan Documents shall be true and correct in
all material respects.

       

      “Person” means an individual,
partnership, corporation (including a business trust), joint stock company,
estate, trust, limited liability company, unincorporated association, joint
venture or other entity, or a Governmental Authority.

       

      “Petition Date” has the
meaning specified in the recitals to this Agreement.

       

      “Plan” has the meaning
specified in the Plan Term Sheet.

       

      “Plan Term Sheet” means the
term sheet attached as Exhibit
M hereto.

       

      “Plan Term Sheet Fiduciary
Event” has the meaning specified in Section
7.17.A(c).

       

      “Pledge and Security
Agreement” means the Second
Amended and Restated Pledge and Security Agreement, in substantially the form of
Exhibit I (Form of Second
Amended and Restated Pledge and Security Agreement), executed by the U.S.
Borrower and each Domestic Subsidiary Guarantor.

       

      “Pledged Notes” has the
meaning specified in the Pledge and Security Agreement.

       

      “Pledged Stock” has the
meaning specified in the Pledge and Security Agreement.

       

      “Prepetition Administrative
Agent” has
the meaning specified in the preamble to this Agreement.

       

      “Prepetition Agent” shall mean
the Prepetition Administrative Agent, the Prepetition Syndication Agent and the
Prepetition Documentation Agent.

       

      “Prepetition Arrangers” means
Citigroup Global Markets Inc. and Deutsche Bank Securities Inc.

       

      “Prepetition Commitment” means, with
respect to any Prepetition Lender, such Prepetition Lender’s Revolving Credit
Commitment, if any, Term Loan Commitment, if any, Synthetic L/C Commitment, if
any, and “Commitments”
means the aggregate Revolving Credit 

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      Commitments,
Term Loan Commitments and Synthetic L/C Commitments of all Prepetition
Lenders.

       

      “Prepetition Documentation
Agent” has
the meaning specified in the preamble to this Agreement.

       

      “Prepetition Domestic Secured Obligations” means,
in the case of the U.S. Borrower, the Domestic Prepetition Obligations, and, in
the case of any other Domestic Loan Party, the obligations of such Domestic Loan
Party under the Guaranty and the other Loan Documents to which it is a
party.

       

      “Prepetition Facilities” means
(a) the Term Loan Facility, (b) the Revolving Credit Facility and
(c) the Synthetic L/C Facility.

       

      “Prepetition Lead Arrangers”
has the meaning specified in the Preamble.

       

      “Prepetition Lender” means the Swing Loan
Lender and each other financial institution or other entity that (a) is
listed on the signature pages hereof as a “Lender” under the Existing
Credit Agreement or (b) from time to time becomes a party hereto in respect
of Prepetition Loans by execution of an Assignment and Acceptance.

       

      “Prepetition Loan Documents” means the
Domestic Prepetition Loan Documents and the Foreign Prepetition Loan
Documents.

       

      “Prepetition Loan Party” means
each of the Borrowers, each Guarantor and each other Subsidiary of the Borrowers
that executes and delivers a Prepetition Loan Document.

       

      “Prepetition Loans” means any
loan made by a Prepetition Lender pursuant to this Agreement prior to the DIP
Effective Date.

       

      “Prepetition Obligations”
means, collectively, the Domestic Prepetition Obligations and the Foreign
Prepetition Obligations.

       

      “Prepetition Secured
Obligations” means, collectively the Prepetition Domestic Secured
Obligations and the Foreign Secured Prepetition Obligations.

       

      “Prepetition Syndication
Agent” has
the meaning specified in the preamble to this Agreement.

       

      “Priming Liens” means pursuant
to section 364(d)(1) of the Bankruptcy Code, fully perfected first
priority, valid, binding, enforceable, non-avoidable and automatically
perfected, priming security interest in and liens, senior in all respects to the
interests in such property of the Prepetition Lenders, upon all Domestic
Collateral securing the Prepetition Obligations under the Existing Credit
Agreement subject to the Interim Order or the Final Order.

       

      “Priority Liens” means,
collectively, Existing Liens and Customary Permitted Liens solely to the extent
such liens are senior to the Liens of the Prepetition Lenders as of the Petition
Date.

       

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Projections” means those
financial projections dated April 16, 2007, covering the fiscal years
ending in 2007 through 2011 inclusive, delivered to the Prepetition Lenders by
the U.S. Borrower prior to the Effective Date.

       

      “Property Loss Event” means
(i) in the case of the Prepetition Obligations, (a) any loss of or damage
to property of the U.S. Borrower or any of its Subsidiaries that results in the
receipt by such Person of proceeds of insurance in excess of $1,000,000
(individually or in the aggregate) or (b) any taking of property of the
U.S. Borrower or any of its Subsidiaries that results in the receipt by such
Person of a compensation payment in respect thereof in excess of $1,000,000
(individually or in the aggregate) and (ii) in the case of the DIP Obligations,
(a) any loss of or damage to property of Holdings or any of its
Subsidiaries that results in the receipt by such Person of proceeds of insurance
in excess of $10,000,000 (individually or in the aggregate) or (b) any
taking of property of Holdings or any of its Subsidiaries that results in the
receipt by such Person of a compensation payment in respect thereof in excess of
$10,000,000 (individually or in the aggregate)..

       

      “Proposed Change” has the
meaning specified in Section 11.1(c) (Amendments, Waivers,
Etc.).

       

      “Proposed DIP Change” has the
meaning specified in Section 11.1A(c) (Amendments, Waivers,
Etc).

       

      “Protective Advances” means
all expenses, disbursements and advances incurred by any Administrative Agent
pursuant to the Loan Documents after the occurrence and during the continuance
of an Event of Default that the applicable Administrative Agent, in its sole
discretion, deems necessary or desirable to preserve or protect the Collateral
or the DIP Collateral or any portion thereof or to enhance the likelihood, or
maximize the amount, of repayment of the Obligations.

       

      “Purchasing Lender” has the
meaning specified in Section
11.8 (Sharing of
Payments, Etc.).

       

      “Ratable Portion” or “ratably” means, (x) with
respect to any Prepetition Lender, (a) with respect to the Revolving Credit
Facility, the percentage obtained by dividing (i) the Revolving Credit
Commitment of such Prepetition Lender by (ii) the aggregate Revolving
Credit Commitments of all Prepetition Lenders (or, at any time after the
Revolving Credit Termination Date, the percentage obtained by dividing the
aggregate outstanding principal balance of the Revolving Credit Outstandings
owing to such Prepetition Lender by the aggregate outstanding principal balance
of the Revolving Credit Outstandings owing to all Prepetition Lenders),
(b) with respect to the Term Loan Facility, the percentage obtained by
dividing (i) the Term Loan Commitment of such Prepetition Lender by
(ii) the aggregate Term Loan Commitments of all Term Loan Lenders (or, at
any time after the Effective Date, the percentage obtained by dividing the
aggregate outstanding principal balance of such Prepetition Lender’s Term Loan
by the aggregate outstanding principal balance of the Term Loans), (c) with
respect to the Credit-Linked Deposits or Synthetic L/C Commitments of any
Prepetition Lender, the percentage obtained by dividing (i) the Synthetic
L/C Exposure of that Prepetition Lender by (ii) the aggregate Synthetic L/C
Exposure of all Prepetition Lenders, (d) with respect to the Prepetition


       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      Facilities
as a whole, the percentage obtained by dividing (i) the Prepetition
Commitments of such Prepetition Lender by (ii) the aggregate Prepetition
Commitments of all Prepetition Lenders (or, at any time after the Effective
Date, the percentage obtained by dividing the aggregate outstanding principal
balance of the Prepetition Loans owing to such Lender by the aggregate
outstanding principal balance of all Loans owing to all Lenders) and
(y) with respect to any DIP Lender, (a) with respect to the New Money
DIP Term Loans, the percentage obtained by dividing (i) the New Money DIP
Term Loan Commitment of such DIP Lender by (ii) the aggregate New Money DIP
Term Loan Commitments of all New Money DIP Lenders (or, at any time after the
DIP Effective Date, the percentage obtained by dividing the aggregate
outstanding principal balance of such New Money DIP Lender’s New Money DIP Term
Loan by the aggregate outstanding principal balance of the New Money DIP Term
Loans), and [(b) with respect to the Senior Roll-Up Loans, the percentage
obtained by dividing (i) the Senior Roll-Up Entitlement of such DIP Lender
by (ii) the aggregate Senior Roll-Up Entitlements of all Senior Roll-Up
Lenders (or, at any time after the DIP Effective Date, the percentage obtained
by dividing the aggregate outstanding principal balance of such Senior Roll-Up
Lender’s outstanding Senior Roll-Up Entitlements and Senior Roll-Up Loans by the
aggregate outstanding principal balance of the Senior Roll-Up Entitlements and
Senior Roll-Up Loans).

       

      “Receivables Assets” means all
of the following property and following interests in property, including any
undivided interest in any pool of any such property or interests, whether now
existing or existing in the future or hereafter arising or acquired:
(i) accounts, (ii) accounts receivable, general intangibles,
instruments, contract rights, documents and chattel paper, in each case, solely
to the extent created by or arising from sales of goods, leases of goods, or the
rendition of services, no matter how evidenced, whether or not earned by
performance, and including all rights to payment thereunder, (iii) all
unpaid seller’s or lessor’s rights (including, without limitation, rescission,
replevin, reclamation and stoppage in transit) relating to any of the foregoing
or arising therefrom, (iv) all rights to any goods or merchandise
represented by any of the foregoing (including, without limitation, returned or
repossessed goods), (v) all reserves and credit balances with respect to
any such accounts receivable or account debtors, (vi) all letters of
credit, security or Guaranty Obligations with respect to any of the foregoing,
(vii) all insurance policies proceeds, premium refunds or reports relating
to any of the foregoing, (viii) all collection or deposit accounts relating
to any of the foregoing, (ix) all books and records relating to any of the
foregoing, (x) all instruments, contract rights, chattel paper, documents
and general intangibles relating to any of the foregoing, (xi) rights
against a seller or other transferor in respect of the repurchase of accounts
receivable arising as a result of a breach of a representation or warranty and
(xii) all proceeds of any of the foregoing.

       

      “Register” has the meaning
specified in Section 11.2(c)
(Assignments and Participations).

       

      “Reimbursement Date” has the
meaning specified in Section
2.4(h) (Letters of Credit).

       

      “Reimbursement Obligations”
means, collectively, the Revolving Letter of Credit Reimbursement Obligations
and the Synthetic L/C Reimbursement Obligations.

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Reinvestment Deferred Amount”
means, with respect to any Reinvestment Event, the aggregate Net Cash Proceeds
received by any Loan Party in connection therewith that are not initially
applied to prepay the Prepetition Loans pursuant to Section 2.10 (Mandatory Prepayments) as a
result of the delivery of a Reinvestment Notice no later than five Business Days
following such Property Loss Event.

       

      “Reinvestment Event” means any
Property Loss Event in respect of which the U.S. Borrower has delivered a
Reinvestment Notice.

       

      “Reinvestment Notice” means a
written notice executed by a Responsible Officer of the U.S. Borrower stating
that no Default or Event of Default has occurred and is continuing and that the
U.S. Borrower (directly or indirectly through one of its Subsidiaries) intends
and expects to use all or a specified portion of the Net Cash Proceeds of a
Property Loss Event to acquire assets useful in its or one of its Subsidiaries’
businesses or, in the case of a Property Loss Event, to effect
repairs.

       

      “Reinvestment Prepayment
Amount” means, with respect to any Reinvestment Event, the Reinvestment
Deferred Amount relating thereto less any amount expended or required to be
expended pursuant to a Contractual Obligation entered into prior to the relevant
Reinvestment Prepayment Date to acquire assets useful in any Borrower’s business
or to effect repairs.

       

      “Reinvestment Prepayment Date”
means, with respect to any Reinvestment Event, the earlier of (a) the date
occurring 180 days after such Reinvestment Event and (b) the date that
is five Business Days after the date on which the U.S. Borrower shall have
notified the applicable Administrative Agent of the U.S. Borrower’s
determination not to acquire replacement assets useful in the U.S. Borrower’s or
a Subsidiary’s business (or not to effect repairs) with all or any portion of
the relevant Reinvestment Deferred Amount.

       

      “Related Business” means any
business that is substantially similar to, or related extensions of, the
business of the U.S. Borrower and/or its Subsidiaries as conducted on the
Effective Date occurring in the ordinary course.

       

      “Related Documents” means the
Indenture, the Senior Notes, the Note Guaranties and each other document and
instrument executed with respect thereto.

       

      “Release” means, with respect
to any Person, any release, spill, emission, leaking, pumping, injection,
deposit, disposal, discharge, dispersal, leaching or migration, in each case, of
any Contaminant into the indoor or outdoor environment or into or out of any
property owned by such Person, including the movement of Contaminants through or
in the air, soil, surface water, ground water or property.

       

      “Remedial Action” means all
actions required to (a) clean up, remove, treat or in any other way address
any Contaminant in the indoor or outdoor environment, (b) prevent the
Release or threat of Release or minimize the further Release so that a
Contaminant does not migrate or endanger or threaten to endanger public health
or welfare or the indoor or outdoor environment or (c) perform pre-remedial
studies and investigations and post-remedial monitoring and care.

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Requirement of Law” means,
with respect to any Person, the common law and all federal, state, local and
foreign laws, rules and regulations, orders, judgments, decrees and other
determinations of any Governmental Authority or arbitrator, applicable to or
binding upon such Person or any of its property or to which such Person or any
of its property is subject.

       

      “Requisite DIP Lenders” means,
collectively, DIP Lenders having more than fifty percent (50%) of the sum
of (a) the aggregate outstanding amount of New Money DIP Term Loan Commitments
and (b) the aggregate principal amount of the DIP Loans then
outstanding.

       

      “Requisite Lenders” means,
collectively, Lenders having more than fifty percent (50%) of the sum of
(a) the aggregate outstanding amount of the Revolving Credit Commitments
or, after the Revolving Credit Termination Date, the aggregate Revolving Credit
Outstandings, (b) the aggregate outstanding amount of the Term Loan
Commitments or, after the Effective Date, the aggregate principal amount of the
Term Loans then outstanding and (c) the aggregate outstanding amount of the
Synthetic L/C Commitments.  A Non-Funding Prepetition Lender shall not
be included in the calculation of “Requisite
Lenders.”

       

      “Requisite Revolving Credit
Lenders” shall mean Revolving Credit Lenders having more than fifty
percent (50%) of the aggregate outstanding amount of the Revolving Credit
Commitments or, after the Revolving Credit Termination Date, fifty percent
(50%) of the aggregate Revolving Credit Outstandings.  A
Non-Funding Prepetition Lender shall not be included in the calculation of
“Requisite Revolving Credit
Lenders.”

       

      “Requisite Supermajority DIP
Lenders” means, collectively, DIP Lenders having more than sixty percent
(60%) of the sum of (a) the aggregate outstanding amount of New Money DIP
Term Loan Commitments and (b) the aggregate principal amount of the DIP Loans
then outstanding.

       

      “Requisite Synthetic L/C
Lenders” means Synthetic L/C Lenders having more than fifty percent
(50%) of the aggregate outstanding amount of the Synthetic L/C
Commitments.

       

      “Requisite Term Loan Lenders”
means Term Loan Lenders having more than 50% of the aggregate outstanding amount
of the Term Loan Commitments or, after the Effective Date, fifty percent
(50%) of the principal amount of the Term Loans then
outstanding.

       

      “Responsible Officer” means,
with respect to any Person, any of the principal executive officers, managing
members or general partners of such Person but, in any event, with respect to
financial matters, the chief financial officer, treasurer or controller of such
Person.

       

      “Restricted Payment” means
(a) any dividend, distribution or any other payment whether direct or
indirect, on account of any Stock or Stock Equivalents of the Parent, the U.S.
Borrower or any of its Subsidiaries now or hereafter outstanding and
(b) any redemption, retirement, sinking fund or similar payment, purchase
or other acquisition for value, direct or indirect, of any Stock or Stock
Equivalents of the Parent, the U.S. Borrower or any of its Subsidiaries now or
hereafter outstanding.

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Revolving Credit Borrowing”
means, with respect to a Borrower, Revolving Loans made to such Borrower on the
same day by the Revolving Credit Lenders ratably according to their respective
Revolving Credit Commitments.

       

      “Revolving Credit Commitment”
means the U.S. Revolving Credit Commitments and the Euro Revolving Credit
Commitments.

       

      “Revolving Credit Facility”
means the Revolving Credit Commitments and the provisions herein related to the
Revolving Loans, Swing Loans and Letters of Credit.

       

      “Revolving Credit Lender”
means each Prepetition Lender having a Revolving Credit Commitment.

       

      “Revolving Credit Note” means
a promissory note any Borrower, substantially in the form of Exhibit B-1 (Form of Revolving
Credit Note), payable to the order of any Revolving Credit Lender in a
principal amount equal to the amount of such Revolving Credit Lender’s Revolving
Credit Commitment evidencing the aggregate Indebtedness of such Borrower to such
Revolving Credit Lender resulting from the Revolving Loans owing by such
Borrower to such Revolving Credit Lender.

       

      “Revolving Credit
Outstandings” means, with respect to a Borrower, at any particular time,
the sum of such Borrower’s (a) U.S. Revolving Credit Outstandings and
(b) Euro Revolving Credit Outstandings.

       

      “Revolving Credit Termination
Date” shall mean the earliest of (a) the Scheduled Termination Date,
(b) the date of termination of the Revolving Credit Commitments pursuant to
Section 2.6 and
(c) the date on which the Prepetition Obligations become due and payable
pursuant to Section 9.2(ii)
(Remedies).

       

      “Revolving Letter of Credit” means any
U.S. Revolving Letter of Credit or Euro Revolving Letter of Credit.

       

      “Revolving Letter of Credit
Obligations” means, with respect to a Borrower, the sum of such
Borrower’s Euro Revolving Letter of Credit Obligations and such Borrower’s
Dollar Revolving Letter of Credit Obligations.

       

      “Revolving Letter of Credit
Reimbursement Obligations” means, with respect to a Borrower, at any
time, the sum of such Borrower’s U.S. Revolving Letter of Credit Reimbursement
Obligations and such Borrower’s Euro Revolving Letter of Credit Reimbursement
Obligations.

       

      “Revolving Letter of Credit
Sublimit” means, with respect to Revolving Letters of Credit under the
Revolving Credit Facility, $35,000,000 (or the Dollar Equivalent).

       

      “Revolving Letter of Credit Undrawn
Amounts” means, with respect to a Borrower, at any time, the sum of such
Borrower’s U.S. Revolving Letter of Credit Undrawn Amounts and such Borrower’s
Euro Revolving Letter of Credit Undrawn Amounts.

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      “Revolving Loan” means any
Dollar Revolving Loan or Euro Revolving Loan.  To avoid any doubt, no
Swing Loan shall be a Revolving Loan.

       

      “Rights Offering” means a
rights offering to Holdings’ stockholders at a subscription price of $3.25 per
share.

       

      “Rights Offering Documents”
means the Registration Rights Agreement, dated as of March 16, 2007, by and
among Holdings, Deutsche Bank Securities Inc., SPCP Group, LLC and any
additional parties identified on the signature pages of any Additional Investor
Agreement (as defined therein), as amended, and each other document and
instrument executed with respect thereto.

       

      “Roll-Up Loan” means the
Senior Roll-Up Loans.

       

      “Roll-Up Lender” means the
Senior Roll-Up Lenders.

       

      “Roll-Up Loan Elevation Date”
shall mean  that date that is the earlier of (i) the date so elected
by the Requisite DIP Lenders in their sole discretion by notice to the
Borrowers, (ii) the date that the DIP Facilities are accelerated or the
unutilized New Money DIP Term Loan Commitments are terminated, including,
without limitation, as a result of the occurrence of an Event of Default, or
(iii) the DIP Loan Maturity Date.

       

      “Roll-Up Loan Note” means a promissory note
of the applicable Borrower, substantially in the form of Exhibit B-4 (Form of Roll-Up
Loan Note), payable to the order of any Roll-Up Lender in a principal
amount equal to the amount of such Lender’s Roll-Up Loans evidencing the
Indebtedness of the applicable Borrower to such Lender resulting from the
Roll-Up Loans owing by the applicable Borrower to such Lender.

       

      “S&P” means Standard &
Poor’s Rating Services.

       

      “Sale Assets” has the meaning
specified in Section
7.17A(b).

       

      “Sale Transaction” has the
meaning specified in Section
7.17A(a).

       

      “Sales Offer” has the meaning
specified in Section
7.17A(d).

       

      “Sales Transaction Fiduciary
Event” has the meaning specified in Section
7.17.A(c).

       

      “Screen Rate” means
(i) in relation to EURIBOR, the percentage rate per annum determined by the
Banking Federation of the European Union for the relevant period, in each case
displayed on the appropriate page of the Telerate screen and (ii) in
relation to the LIBOR Rate for any Eurocurrency Rate Loan in Euro, the British
Bankers’ Association Settlement Rate for the relevant currency and period and
(iii) in relation to the LIBOR Rate for any Eurocurrency Rate Loan in
Dollars, the Reuters Screen LIBOR01 Page as of 11:00 a.m, London time, on the
second full Business Day next preceding the first day of each Interest
Period.  If the agreed page is replaced or service ceases to be
available, the applicable Administrative Agent may specify 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      another
page or service as determined in the reasonable exercise of its judgment
displaying the appropriate rate after consultation with the U.S.
Borrower.

       

      “Secured DIP Obligations”
means, collectively the Domestic Secured DIP Obligations and the Foreign Secured
DIP Obligations.

       

      “Secured DIP Parties” means
the DIP Lenders, the DIP Administrative Agent, the DIP Depositary and any other
holder or agent for the holder of any Secured DIP Obligation.

       

      “Secured Obligations” means,
collectively the Secured Prepetition Obligations and the Secured DIP
Obligations.

       

      “Secured Parties” means the
Secured DIP Parties and/or the Secured Prepetition Parties.

       

      “Secured Prepetition
Obligations” means the Domestic Secured Prepetition Obligations and the
Foreign Secured Prepetition Obligations.

       

      “Secured Prepetition Parties”
means the Prepetition Lenders, the Issuers, the Prepetition Administrative Agent
and any other holder of any Secured Prepetition Obligation.

       

      “Securitization Program”
means, with respect to any Person, an agreement or other arrangement or program
providing for the sale, transfer or conveyance to a Securitization SPV of
Receivables Assets in exchange for the advance of funds to such Person and/or
one or more of its Subsidiaries pursuant to documentation (including customary
performance guaranties) reasonably acceptable to (i) in respect of the
Prepetition Obligations, the Prepetition Administrative Agent and (ii) in
respect of the DIP Obligations, the DIP Administrative Agent (including, without
limitation, an intercreditor agreement).

       

      “Securitization SPV” means a
trust, bankruptcy remote entity or other special purpose entity which is a
Subsidiary (or, if not a Subsidiary, the common equity of which is wholly owned,
directly or indirectly, by the U.S. Borrower) and which is formed for the
purpose of, and engages in no material business other than, acting as an issuer
or a depositor under a Securitization Program or as an intermediate transferee
and transferor under a Securitization Program (and, in connection therewith, in
either case, owning Receivables Assets and pledging or transferring any
interests therein).

       

      “Security” means any Stock,
Stock Equivalent, voting trust certificate, bond, debenture, note or other
evidence of Indebtedness, whether secured, unsecured, convertible or
subordinated, or any certificate of interest, share or participation in, any
temporary or interim certificate for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing, but shall not
include any evidence of the Obligations.

       

      “Selling Lender” has the
meaning specified in Section
11.8(a) (Sharing of
Payments, Etc.).

       

      “Senior Notes” means the 8.25%
senior notes due 2015 issued pursuant to the Indenture.

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      “Senior Roll-Up Entitlement”
means with respect to each Senior Roll-Up Lender, the entitlement of such Senior
Roll-Up Lender to designate Prepetition Loans of such Senior Roll-Up Lender as
Senior Roll-Up Loans on the Roll-Up Loan Elevation Date and each subsequent DIP
Borrowing Date in an aggregate principal amount not to exceed the amount set
forth opposite such Senior Roll-Up Lender’s name on Part C of Schedule I
(Commitments), as the
same may be increased in accordance with Section 2.3A(c).

       

      “Senior Roll-Up Lender” means
a Lender or other Person who is a holder of a Senior Roll-Up Loan or a Senior
Roll-Up Entitlement.

       

      “Senior Roll-Up Loans” has the
meaning specified in Section 2.1A(b)(i) (DIP
Loans).

       

      “Series A Preferred Stock”
means the 100,000 shares of preferred stock of the U.S. Borrower, par value
$1.00 per share.

       

      “Shortfall Lender” has the
meaning set forth in Section
2.03A(b)(iii) (Incremental New Money DIP Term Loans and
Commitments).

       

      “Solvent” means, with respect
to any Person, that the value of the assets of such Person (both at fair value
and present fair saleable value) is, on the date of determination, greater than
the total amount of liabilities (including contingent and unliquidated
liabilities) of such Person as of such date and that, as of such date, such
Person is able to pay all liabilities of such Person as such liabilities mature
and does not have unreasonably small capital.  In computing the amount
of contingent or unliquidated liabilities at any time, such liabilities shall be
computed at the amount that, in light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.

       

      “Spanish Holdings” means HLI
European Holdings ETVE, S.L.

       

      “Special Purpose Vehicle”
means any special purpose funding vehicle identified as such in writing by any
Lender to each Administrative Agent.

       

      “Specified Asset Sale” means
an Asset Sale with respect to the assets listed on Schedule IV.

       

      “Spot Exchange Rate” means the
rate of exchange quoted by Deutsche in New York, New York at 12:00 p.m.
(New York time) on the date of determination to prime banks in New York for the
spot purchase in the New York foreign exchange market of such amount of Dollars
with Euros.

       

      “Standby Letter of Credit”
means any Letter of Credit that is not a Documentary Letter of
Credit.

       

      “Stated Maturity Date” means
the date that is six (6) months after the DIP Effective Date, or such other
date as may have been extended pursuant to Section 2.22A.

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      “Stock” means shares of
capital stock (whether denominated as common stock or preferred stock),
beneficial, partnership or membership interests, participations or other
equivalents (regardless of how designated) of or in a corporation, partnership,
limited liability company or equivalent entity, whether voting or
non-voting.

       

      “Stock Equivalents” means all
securities convertible into or exchangeable for Stock and all warrants, options
or other rights to purchase or subscribe for any Stock, whether or not presently
convertible, exchangeable or exercisable.

       

       “Subsequent Cases” means each
voluntary petition for relief filed by a Subsequent Debtor under chapter 11 of
the Bankruptcy Code with the Bankruptcy Court.

       

      “Subsequent Debtors” means
each other Subsidiary of Holding apart from the Initial Debtors that files a
voluntary petition for relief under chapter 11 of the Bankruptcy Code with the
Bankruptcy Court after the Petition Date, in each case with the consent of the
Requisite DIP Lenders in their sole discretion.

       

      “Subsequent Petition Date”
means any date on which a Subsequent Debtor files a Subsequent
Case.

       

      “Subsidiary” means, with
respect to any Person, any corporation, partnership, limited liability company
or other business entity of which an aggregate of more than 50% of the
outstanding Voting Stock is, at the time, directly or indirectly, owned or
controlled by such Person or one or more Subsidiaries of such
Person.

       

      “Subsidiary Guarantor” means
each Domestic Subsidiary Guarantor and each Foreign Subsidiary
Guarantor.

       

      “Substitute Institution” has
the meaning specified in Section 2.18 (Substitution of
Lenders).

       

      “Substitution Notice” has the
meaning specified in Section
2.18 (Substitution of
Lenders).

       

      “Swing Loan” has the meaning
specified in Section 2.3 (Swing Loans).

       

      “Swing Loan Lender” means CNAI
or any other Revolving Credit Lender that becomes the Prepetition Administrative
Agent or agrees, with the approval of the Prepetition Administrative Agent and
the U.S. Borrower, to act as the Swing Loan Lender hereunder, in each case, in
its capacity as the Swing Loan Lender hereunder.

       

      “Swing Loan Request” has the
meaning specified in Section
2.3(b) (Swing
Loans).

       

      “Swiss Branch” means a branch
office of U.S. LLC, established under the laws of Switzerland for the purpose of
facilitating financing and other transactions among the Luxembourg Borrower and
its Subsidiaries.

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      “Synthetic L/C Availability
Period” means the period from the Effective Date to but excluding the
Term Loan Maturity Date.

       

      “Synthetic L/C Commitment”
means the commitment of a Prepetition Lender to make or otherwise fund a
Credit-Linked Deposit and “Synthetic L/C
Commitments” means such commitments
of all Lenders in the aggregate.  The amount of each Prepetition
Lender’s Synthetic L/C Commitment, if any, is set forth opposite such
Prepetition Lender’s name on Part A of Schedule I
(Commitments) or in the applicable Assignment and Acceptance, subject to
any adjustment or reduction pursuant to the terms and conditions
hereof.  The aggregate amount of the Synthetic L/C Commitments as of
the Effective Date is €15,000,000.

       

      “Synthetic L/C Disbursement”
means a payment or disbursement made by the Issuer pursuant to a Synthetic
Letter of Credit.

       

      “Synthetic L/C Exposure”
means, with respect to any Synthetic L/C Lender, as of any date of
determination, the outstanding principal amount of the Credit-Linked Deposit of
such Lender and, without duplication, its participation hereunder in any
Synthetic Letter of Credit; provided, at any time prior
to the making of the Credit-Linked Deposit, the Synthetic L/C Exposure of any
Lender shall be equal to such Lender’s Synthetic L/C Commitment.

       

      “Synthetic L/C Facility” means
Synthetic Letters of Credit and the provisions herein related to the Synthetic
Letters of Credit.

       

      “Synthetic L/C Lender” means
each Lender having a Synthetic L/C Commitment or which has an interest in a
Credit-Linked Deposit.

       

      “Synthetic L/C Reimbursement Obligations”
means all matured reimbursement or repayment obligations of the Luxembourg
Borrower to the Issuers with respect to amounts drawn under Synthetic Letters of
Credit.

       

      “Synthetic L/C Undrawn Amount”
means, as at any date of determination, the sum of (a) the aggregate
undrawn amount of all outstanding Synthetic Letters of Credit at such date and
(b) the aggregate amount of all Synthetic L/C Disbursements that have not
yet been reimbursed at such date (or deemed to have not yet been reimbursed at
such date pursuant to Section 2.4(h).

       

      “Synthetic Letter of Credit”
means a standby letter of credit issued or to be issued by the Issuer pursuant
to Section 2.4 (Letters
of Credit) and 2.5
(Synthetic Letters of Credit).

       

      “TARGET” means Trans-European
Automated Real-time Gross Settlement Express Transfer payment
system.

       

      “TARGET Day” means any
day on which TARGET is open for the settlement of payments in Euro.

       

      “Tax Affiliate” means, with
respect to any Person, (a) any Subsidiary of such Person or (b) any
Affiliate of such Person with which such Person files or is eligible to file
consolidated, combined or unitary tax returns.

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      “Tax Planning Transactions”
means certain restructuring transactions among Holdings and its Subsidiaries to
be entered into in connection with Holdings’ global tax planning as consented to
by the Prepetition Administrative Agent pursuant to Section 2 of Amendment
No. 1.

       

      “Tax Return” has the meaning
specified in Section
4.8(a) (Taxes).

       

      “Taxes” has the meaning
specified in Section
2.17(a) (Taxes).

       

      “Term Loan” has the meaning
specified in Section 2.1(c) (The Commitments).

       

      “Term Loan Borrowing” means
Term Loans made on the same day by the Term Loan Lenders ratably according to
their respective Term Loan Commitments.

       

      “Term Loan Commitment”
means with respect to each Term Loan Lender, the commitment of such Lender
to make Term Loans to the Luxembourg Borrower on the Effective Date in the
aggregate principal amount outstanding not to exceed the amount set forth
opposite such Lender’s name on Part A of Schedule I
(Commitments) under the caption “Term Loan Commitment”
(as amended to reflect each Assignment and Acceptance executed by such Lender),
as such amount may be reduced pursuant to this Agreement.

       

      “Term Loan Facility” means the
Term Loan Commitments and the provisions herein related to the Term
Loans.

       

      “Term Loan Lender” means
each Prepetition Lender that has a Term Loan Commitment or that holds a Term
Loan.

       

      “Term Loan Maturity Date”
means May 30, 2014.

       

      “Term Loan Note” means a
promissory note of the Luxembourg Borrower, substantially in the form of Exhibit B-2 (Form of Term Loan
Note), payable to the order of any Term Loan Lender in a principal amount
equal to the amount of such Lender’s Term Loan Commitment evidencing the
Indebtedness of the Luxembourg Borrower to such Lender resulting from the Term
Loan owing by the Luxembourg Borrower to such Lender.

       

       “Title IV Plan” means a
pension plan, other than a Multiemployer Plan, covered by Title IV of ERISA
and to which Holdings, any of its Subsidiaries or any ERISA Affiliate has any
obligation or liability (contingent or otherwise).

       

       “Total Credit-Linked Deposit”
means, as at any time of determination, the sum of all Credit-Linked Deposits at
such date.

       

      “Treasury Regulations” means
the final and temporary (but not proposed) income tax regulations promulgated
under the Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

       

      “Triggering Date” means, the
date on which (i) all of the conditions set forth in Schedule 7.13 have been
satisfied and (ii) the transactions set forth in the 2007 Corporate


       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      Restructuring
have been completed, in each case to the reasonable satisfaction of the
Borrowers and the Prepetition Administrative Agent.

       

      “UCC” has the meaning
specified in the Pledge and Security Agreement.

       

       “Unused Commitment Fee” has
the meaning specified in Section 2.13(a) (Fees).

       

      “U.S. Borrower” has the
meaning specified in the Preamble.

       

      “U.S. Letter of Credit Undrawn
Amounts” means, at any time, the aggregate undrawn amounts of all U.S.
Revolving Letters of Credit outstanding at such time.

       

      “U.S. LLC” means HLI Swiss
Holdings, LLC.

       

      “U.S Revolving Available
Credit” means, at any time, (a) the then effective U.S. Revolving
Credit Commitments minus (b) the aggregate
U.S. Revolving Credit Outstandings at such time.

       

      “U.S. Revolving Credit
Commitment” means with respect to each U.S. Revolving Credit Lender, the
commitment of such U.S. Revolving Credit Lender to make Dollar Revolving Loans
and acquire interests in other U.S. Revolving Credit Outstandings in the
aggregate principal amount outstanding not to exceed the amount set forth
opposite such U.S. Revolving Credit Lender’s name on Schedule I (Commitments) under the
caption “U.S. Revolving Credit
Commitment,” as amended to reflect each Assignment and Acceptance
executed by such U.S. Revolving Credit Lender and as such amount may be reduced
pursuant to this Agreement.

       

      “U.S. Revolving Credit Lender”
means a Prepetition Lender with a U.S. Revolving Credit Commitment, in its
capacity as such.

       

      “U.S. Revolving Credit
Outstandings” means, at any particular time, the sum of (a) the
Dollar Revolving Loans outstanding at such time, (b) the U.S. Revolving
Letter of Credit Obligations outstanding at such time and (c) the principal
amount of the Swing Loans outstanding at such time.

       

      “U.S. Revolving Letter of Credit”
means any letter of credit issued or deemed issued under the U.S.
Revolving Credit Facility pursuant to Section 2.4 (Letters of
Credit).

       

      “U.S. Revolving Letter of Credit
Reimbursement Obligations” means all matured reimbursement or repayment
obligations of the Borrowers to any Issuer with respect to amounts drawn under
U.S. Revolving Letters of Credit.

       

      “U.S. Revolving Letter of Credit
Obligations” means, at any time, the aggregate of all liabilities at such
time of the Borrowers to all Issuers with respect to U.S. Revolving Letters of
Credit, whether or not any such liability is contingent, including, without
duplication, the sum of (a) the U.S. Revolving Letter of Credit
Reimbursement Obligations at such time and (b) the U.S. Revolving Letter of
Credit Undrawn Amounts at such time.

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      “Voting Stock” means Stock of
any Person having ordinary power to vote in the election of members of the board
of directors, managers, trustees or other controlling Persons, of such Person
(irrespective of whether, at the time, Stock of any other class or classes of
such entity shall have or might have voting power by reason of the happening of
any contingency).

       

      “Weekly DIP Budget Performance
Report” has the meaning specified in Section 6.1A(l).

       

       “Wholly-Owned Subsidiary”
means, in respect of any Person, any Subsidiary of such Person, all of the Stock
of which (other than director’s qualifying shares, as may be required by law,
and other de minimis
amounts of shares required to be issued to third parties pursuant to the
Requirements of Law of the jurisdiction in which such Person is organized) is
owned by such Person, either directly or indirectly through one or more
Wholly-Owned Subsidiaries of such Person.

       

      “Withdrawal Liability” means,
with respect to the U.S. Borrower or any of its Subsidiaries at any time, the
aggregate liability incurred (whether or not assessed) with respect to all
Multiemployer Plans pursuant to Section 4201 of ERISA or for increases in
contributions required to be made pursuant to Section 4243 of
ERISA.

       

      “Working Capital” means, for
any Person at any date, the amount by which the Consolidated Current Assets of
such Person at such date exceeds the Consolidated Current Liabilities of such
Person at such date.

       

      “2007 Corporate Restructuring”
means the transactions more fully described on Exhibit K (2007 Corporate Restructuring)
hereto, with such changes approved by the Prepetition Administrative Agent that
are not adverse to the interests of the Lenders.

       

      Section
1.2            
Computation of Time Periods

       

      In
this Agreement, in the computation of periods of time from a specified date to a
later specified date, the word “from” means “from and including” and the
words “to” and “until” each mean “to but excluding” and the
word “through” means
“to and
including.”

       

      Section
1.3           
Accounting Terms and Principles

       

      (a)           Except
as set forth below, all accounting terms not specifically defined herein shall
be construed in conformity with GAAP and all accounting determinations required
to be made pursuant hereto (including for purpose of measuring compliance with
Article V (Financial Covenants)) shall,
unless expressly otherwise provided herein, be made in conformity with
GAAP.

       

      (b)           If
any change in the accounting principles used in the preparation of the most
recent Financial Statements delivered under Section 6.1 (Financial Statements) and
Section 6.1A (Financial
Statements) is hereafter required or permitted by the rules, regulations,
pronouncements and opinions of the Financial Accounting Standards Board or the
American Institute of Certified Public Accountants (or any successors thereto)
and such change is adopted by the U.S. Borrower with the agreement of the
Holdings’ Accountants and results in a change in 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      any
of the calculations required by Section 2.10(b) (Excess Cash Flow),
Section 2.10A(b) (Excess
Cash Flow), Article
V (Financial Covenants
with respect to Prepetition Facilities), Article V.A (Financial Covenants with respect to
DIP Facilities), Article VIII (Negative Covenants with respect to
Prepetition Facilities) or Article VIII.A (Negative Covenants with respect to
DIP Facilities) had such accounting change not occurred, the parties
hereto agree to enter into negotiations in order to amend such provisions so as
to equitably reflect such change with the desired result that the criteria for
evaluating compliance with such covenants by the Borrowers shall be the same
after such change as if such change had not been made; provided, however, that
no change in GAAP that would affect a calculation that measures compliance with
any covenant contained in Article V (Financial Covenants), Article V.A (Financial Covenants with respect to
DIP Facilities), Article VIII (Negative Covenants) or Article VIII.A (Negative Covenants with respect to
DIP Facilities) shall be given effect until such provisions are amended
to reflect such changes in GAAP.

       

      (c)           Except
as expressly set forth herein to the contrary, all references to amounts
denominated in Euro shall mean and be a reference to such amount in the Dollar
Equivalent of such currency.

       

      Section
1.4            
Certain Terms

       

      (a)           The
terms “herein,” “hereof” and “hereunder” and similar terms
refer to this Agreement as a whole, and not to any particular Article, Section,
subsection or clause in, this
Agreement.

       

      (b)           Unless
otherwise expressly indicated herein, (i) references in this Agreement to
an Exhibit, Schedule, Article, Section, clause or sub-clause refer to the
appropriate Exhibit or Schedule to, or Article, Section, clause or sub-clause in
this Agreement and (ii) the words “above” and “below”, when following a
reference to a clause or a sub-clause of any Loan Document, refer to a clause or
sub-clause within, respectively, the same Section or clause.

       

      (c)           Each
agreement defined in this Article I shall include all
appendices, exhibits and schedules thereto.  Unless the prior written
consent of the Requisite Lenders is required hereunder for an amendment,
restatement, supplement or other modification to any such agreement and such
consent is not obtained, references in this Agreement to such agreement shall be
to such agreement as so amended, restated, supplemented or
modified.

       

      (d)           References
in this Agreement to any statute shall be to such statute as amended or modified
from time to time and to any successor legislation thereto, in each case, as in
effect at the time any such reference is operative.

       

      (e)           The
term “including” when
used in any Loan Document means “including without limitation”
except when used in the computation of time periods.

       

      (f)           References
to any Person shall be deemed to include the successors and permitted assigns of
such Person.

       

      (g)           Upon
(i) the appointment of any successor Prepetition Administrative Agent
pursuant to Section
10.7(a) (Successor
Administrative Agent), references to CNAI in 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      Section 10.4 (The Agents Individually) and
to Citibank in the definitions of Base Rate, Dollar Equivalent, Eurocurrency
Rate shall be deemed to refer to the financial institution then acting as the
Prepetition Administrative Agent or one of its Affiliates if it so designates
and (ii) the appointment of any successor DIP Administrative Agent pursuant
to Section 10.7(b)
(Successor Administrative
Agent), references to Deutsche in Section 10.4A (The Agents Individually) and
to Deutsche in the definitions of Base Rate, Dollar Equivalent, Eurocurrency
Rate shall be deemed to refer to the financial institution then acting as the
DIP Administrative Agent or one of its Affiliates if it so
designates.

       

      ARTICLE
II

       

      The Prepetition Facilities

       

      Section
2.1            The
Prepetition Commitments

       

      (a)           U.S. Revolving Credit
Commitments.  On the terms and subject to the conditions
contained in this Agreement, each U.S. Revolving Credit Lender severally agreed
to make loans denominated in Dollars to the U.S. Borrower or the Luxembourg
Borrower (each a “Dollar
Revolving Loan”) from time to time on any Business Day during the period
from the Effective Date until the Revolving Credit Termination Date in an
aggregate principal amount at any time outstanding for all such loans by such
U.S. Revolving Credit Lender not to exceed such U.S. Revolving Credit Lender’s
U.S. Revolving Credit Commitment; provided that at no time
shall any U.S. Revolving Credit Lender be obligated to make a Dollar Revolving
Loan in excess of such U.S. Revolving Credit Lender’s Ratable Portion of the
U.S. Revolving Available Credit.  Within the limits of the U.S.
Revolving Credit Commitment of each U.S. Revolving Credit Lender, amounts of
Dollar Revolving Loans repaid may be reborrowed under this Section 2.1.

       

      (b)           Euro Revolving Credit
Commitments.  On the terms and subject to the conditions
contained in this Agreement, each Euro Revolving Credit Lender severally agreed
to make loans denominated in Euro to the Luxembourg Borrower (each a “Euro Revolving Loan”) during
the period from the Effective Date until the Revolving Credit Termination Date
in an aggregate principal amount at any time outstanding for all such loans by
such Euro Revolving Credit Lender not to exceed such Euro Revolving Credit
Lender’s Euro Revolving Credit Commitment; provided that at no time
shall any Euro Revolving Credit Lender be obligated to make a Euro Revolving
Loan (i) in excess of such Euro Revolving Credit Lender’s Ratable Portion
of the Euro Revolving Available Credit and (ii) if after making such Euro
Revolving Loan, the aggregate principal amount of all Euro Revolving Loans would
exceed the Euro Revolving Loan Sublimit.  Within the limits of the
Euro Revolving Credit Commitment of each Euro Revolving Credit Lender, amounts
of Euro Revolving Loans repaid may be reborrowed under this Section 2.1.

       

      (c)           Term Loan
Commitments.  On the terms and subject to the conditions
contained in this Agreement, each Term Loan Lender severally agrees to make a
loan (each a “Term
Loan”) in Euros to the Luxembourg Borrower on the Effective Date, in an
amount not to exceed such Lender’s Term Loan Commitment.  Amounts of
Term Loan prepaid may not be reborrowed.

       

      
        
          
          

        

        
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      Section
2.2            
Borrowing Procedures

       

      (a)           Each
Revolving Credit Borrowing (including the Euro Revolving Loans) shall be made on
notice given by the applicable Borrower to the Prepetition Administrative Agent
not later than 12:00 p.m. (Local Time) (i) one Business Day, in the
case of a Revolving Credit Borrowing of Base Rate Loans and (ii) three
Business Days, in the case of a Revolving Credit Borrowing of Eurocurrency Rate
Loans, prior to the date of the proposed Revolving Credit
Borrowing.  Each such notice shall be in substantially the form of
Exhibit C (Form of Notice
of Borrowing) (a “Notice of Borrowing”),
specifying (A) the date of such proposed Revolving Credit Borrowing,
(B) the aggregate amount of such proposed Revolving Credit Borrowing and
the currency denomination thereof, (C) in the case of a proposed Revolving
Credit Borrowing denominated in Dollars, whether any portion of the proposed
Revolving Credit Borrowing will be of Base Rate Loans or Eurocurrency Rate
Loans, (D) the initial Interest Period or Periods for any such Eurocurrency
Rate Loans and (E) the applicable Available Credit (after giving effect to
the proposed Revolving Credit Borrowing).  The Dollar Revolving Loans
shall be made as Base Rate Loans unless, subject to Section 2.15 (Special Provisions
Governing Eurocurrency Rate Loans), the Notice of Borrowing specifies
that all or a portion thereof shall be Eurocurrency Rate
Loans.  Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice
of Borrowing given by the U.S. Borrower requests a Revolving Credit Borrowing of
Base Rate Loans denominated in Dollars, the Prepetition Administrative Agent may
make a Swing Loan available to such Borrower in an aggregate amount not to
exceed such proposed Revolving Credit Borrowing, and the aggregate amount of the
corresponding proposed Revolving Credit Borrowing shall be reduced accordingly
by the principal amount of such Swing Loan.  Each Revolving Credit
Borrowing shall be in an aggregate amount that is not less than the applicable
Minimum Currency Threshold for such currency.  The Borrowers may not
request more than ten Revolving Credit Borrowings per month.

       

      (b)           The
Term Loan Borrowing shall be made upon receipt of a Notice of Borrowing given by
the Luxembourg Borrower to the Prepetition Administrative Agent not later than
12:00 p.m. (New York City time) three Business Days prior to the Effective
Date.  The Notice of Borrowing shall specify (A) the Effective
Date, (B) the aggregate amount of such proposed Term Loan Borrowing and
(C) the initial Interest Period therefor.  The Term Loan shall be
made as a Eurocurrency Rate Loan unless (subject to Section 2.15 (Special Provisions Governing
Eurocurrency Rate Loans)) the Notice of Borrowing specifies that all or a
portion thereof shall be Base Rate Loans.

       

      (c)           The
Prepetition Administrative Agent shall give to each applicable Lender prompt
notice of the receipt of a Notice of Borrowing and, if Eurocurrency Rate Loans
are properly requested in such Notice of Borrowing, the applicable interest rate
determined pursuant to Section
2.15(a) (Determination
of Interest Rate).  Each applicable Lender shall, before
12:00 p.m. (Local Time) on the date of the proposed Borrowing, make
available to the Prepetition Administrative Agent at its address referred to in
Section 11.9 (Notices,
Etc.), in immediately available funds, such Lender’s Ratable Portion of
such proposed Borrowing.  Upon fulfillment (or due waiver in
accordance with Section 11.1
(Amendments, Waivers, Etc.)) (i) on the Effective Date, of the
applicable conditions set forth in Section 3.1 (Conditions Precedent to
Initial Prepetition Loans and Letters of Credit) and (ii) at any
time (including the Effective 

       

      
        
          
          

        

        
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      Date),
of the applicable conditions set forth in Section 3.2 (Conditions Precedent to
Each Prepetition Loan and Letter of Credit), and after the Prepetition
Administrative Agent’s receipt of such funds, the Prepetition Administrative
Agent shall make such funds available to the applicable Borrower.

       

      (d)           Unless
the Prepetition Administrative Agent shall have received notice from an
applicable Lender prior to the date of any proposed Borrowing that such Lender
will not make available to the Prepetition Administrative Agent such Lender’s
Ratable Portion of such Borrowing (or any portion thereof), the Prepetition
Administrative Agent may assume that such Lender has made such Ratable Portion
available to the Prepetition Administrative Agent on the date of such Borrowing
in accordance with this Section 2.2 and the
Prepetition Administrative Agent may, in reliance upon such assumption, make
available to the applicable Borrower on such date a corresponding
amount.  If and to the extent that such Lender shall not have so made
such Ratable Portion available to the Prepetition Administrative Agent, such
Lender and such Borrower severally agree to repay to the Prepetition
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
such Borrower until the date such amount is repaid to the Prepetition
Administrative Agent, at (i) in the case of the Borrower, the interest rate
applicable at the time to the Loans comprising such Borrowing and (ii) in
the case of such Lender, the Federal Funds Rate for the first Business Day and
thereafter at the interest rate applicable at the time to the Loans comprising
such Borrowing.  If such Lender shall repay to the Prepetition
Administrative Agent such corresponding amount, such corresponding amount so
repaid shall constitute such Lender’s Loan as part of such Borrowing for
purposes of this Agreement.  If the applicable Borrower shall repay to
the Prepetition Administrative Agent such corresponding amount, such payment
shall not relieve such Lender of any obligation it may have hereunder to such
Borrower.

       

      (e)           The
failure of any Lender to make the Loan or any payment required by it on the date
specified (a “Non-Funding
Prepetition Lender”), including any payment in respect of its
participation in Swing Loans and Revolving Letter of Credit Obligations, shall
not relieve any other Lender of its obligations to make such Loan or payment on
such date but no such other Lender shall be responsible for the failure of any
Non-Funding Prepetition Lender to make a Loan or payment required under this
Agreement.

       

      Section
2.3            
Swing Loans

       

      (a)           On
the terms and subject to the conditions contained in this Agreement, the Swing
Loan Lender may, in its sole discretion, make loans denominated in Dollars to
the U.S. Borrower (each a “Swing Loan”), otherwise
available to the U.S. Borrower under the Revolving Credit Facility from time to
time on any Business Day during the period from the Effective Date until the
Revolving Credit Termination Date in an aggregate principal amount at any time
outstanding (together with the aggregate principal amount of any other Loan made
by the Swing Loan Lender hereunder in its capacity as a Lender or Swing Loan
Lender) not to exceed $10,000,000; provided, however, that the
Swing Loan Lender shall not make any Swing Loan to the extent that, after giving
effect to such Swing Loan, the aggregate Revolving Credit Outstandings would
exceed the then effective aggregate Revolving Credit
Commitments.  Each Swing Loan shall be a Base Rate Loan and must be
repaid in full within five days after its making or, if sooner, upon any
Revolving Credit Borrowing by the U.S. Borrower hereunder and 

       

      
        
          
          

        

        
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      shall
in any event mature no later than the Revolving Credit Termination
Date.  Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans
repaid may be reborrowed under this clause (a).

       

      (b)           In
order to request a Swing Loan, the U.S. Borrower shall telecopy (or forward by
electronic mail or similar means) to the Prepetition Administrative Agent a duly
completed request in substantially the form of Exhibit D (Form of Swing Loan Request),
setting forth the requested amount in Dollars and date of such Swing Loan (each a “Swing Loan Request”), to be
received by the Prepetition Administrative Agent not later than 1:00 p.m.
(New York time) on the day of the proposed borrowing.  The Prepetition
Administrative Agent shall promptly notify the Swing Loan Lender of the details
of the requested Swing Loan.  Subject to the terms of this Agreement,
the Swing Loan Lender may make a Swing Loan available to the Prepetition
Administrative Agent and, in turn, the Prepetition Administrative Agent shall
make such amounts available to the U.S. Borrower on the date of the relevant
Swing Loan Request. The Swing Loan Lender shall not make any Swing Loan in the
period commencing on the first Business Day after it receives written notice
from the Prepetition Administrative Agent or any Lender that one or more of the
conditions precedent contained in Section 3.2 (Conditions Precedent to Each
Prepetition Loan and Letter of Credit) shall not on such date be
satisfied, and ending when such conditions are satisfied.  The Swing
Loan Lender shall not otherwise be required to determine that, or take notice
whether, the conditions precedent set forth in Section 3.2 (Conditions Precedent to Each
Prepetition Loan and Letter of Credit) have been satisfied in connection
with the making of any Swing Loan.

       

      (c)           The
Swing Loan Lender shall notify the Prepetition Administrative Agent in writing
(which writing may be a telecopy or electronic mail) weekly, by no later than
10:00 a.m. (New York time) on the first Business Day of each week, of the
aggregate principal amount of its Swing Loans then outstanding.

       

      (d)           The
Swing Loan Lender may demand at any time that each U.S. Revolving Credit Lender
pay to the Prepetition Administrative Agent, for the account of the Swing Loan
Lender, in the manner provided in clause (e) below, such U.S. Revolving
Credit Lender’s Ratable Portion of all or a portion of the outstanding Swing
Loans, which demand shall be made through the Prepetition Administrative Agent,
shall be in writing and shall specify the outstanding principal amount of Swing
Loans demanded to be paid.

       

      (e)           The
Prepetition Administrative Agent shall forward each notice referred to in clause (c) above and
each demand referred to in clause (d) above to each U.S.
Revolving Credit Lender on the day such notice or such demand is received by the
Prepetition Administrative Agent (except that any such notice or demand received
by the Prepetition Administrative Agent after 2:00 p.m. (New York time) on
any Business Day or any such demand received on a day that is not a Business Day
shall not be required to be forwarded to the U.S. Revolving Credit Lenders by
the Prepetition Administrative Agent until the next succeeding Business Day),
together with a statement prepared by the Prepetition Administrative Agent
specifying the amount of each U.S. Revolving Credit Lender’s Ratable Portion of
the aggregate principal amount of the Swing Loans stated to be outstanding in
such notice or demanded to be paid pursuant to such demand, and, notwithstanding
whether or not the conditions precedent set forth in Section 3.2 (Conditions Precedent to Each
Prepetition Loan and Letter of Credit) shall 

       

      
        
          
          

        

        
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      have
been satisfied (which conditions precedent the U.S. Revolving Credit Lenders
hereby irrevocably waive), each U.S. Revolving Credit Lender shall, before
12:00 p.m. (New York time) on the Business Day next succeeding the date of
such U.S. Revolving Credit Lender’s receipt of such notice of demand, make
available to the Prepetition Administrative Agent, in immediately available
funds, for the account of the Swing Loan Lender, the amount specified in such
statement.  Upon such payment by a U.S. Revolving Credit Lender, such
U.S. Revolving Credit Lender shall, except as provided in clause (f) below, be
deemed to have made a Revolving Loan to the U.S. Borrower.  The
Prepetition Administrative Agent shall use such funds to repay the Swing Loans
to the Swing Loan Lender.  To the extent that any U.S. Revolving
Credit Lender fails to make such payment available to the Prepetition
Administrative Agent for the account of the Swing Loan Lender, the U.S. Borrower
shall repay such Swing Loan on demand.

       

      (f)           Upon
the occurrence of a Default under Section 9.1(f) (Events of
Default), each U.S. Revolving Credit Lender shall acquire, without
recourse or warranty, an undivided participation in each Swing Loan otherwise
required to be repaid by such U.S. Revolving Credit Lender pursuant to clause (e) above which
participation shall be in a principal amount equal to such U.S. Revolving Credit
Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender
on the date on which such U.S. Revolving Credit Lender would otherwise have been
required to make a payment in respect of such Swing Loan pursuant to clause (e) above, in
immediately available funds, an amount equal to such U.S. Revolving Credit
Lender’s Ratable Portion of such Swing Loan.  If all or part of such
amount is not in fact made available by such U.S. Revolving Credit Lender to the
Swing Loan Lender on such date, the Swing Loan Lender shall be entitled to
recover any such unpaid amount on demand from such U.S. Revolving Credit Lender
together with interest accrued from such date at the Federal Funds Rate for the
first Business Day after such payment was due and thereafter at the rate of
interest then applicable to Base Rate Loans.

       

      (g)           From
and after the date on which any U.S. Revolving Credit Lender (i) is deemed
to have made a Revolving Loan pursuant to clause (e) above with
respect to any Swing Loan or (ii) purchases an undivided participation
interest in a Swing Loan pursuant to clause (f) above, the
Swing Loan Lender shall promptly distribute to such U.S. Revolving Credit Lender
such U.S. Revolving Credit Lender’s Ratable Portion of all payments of principal
of and interest received by the Swing Loan Lender on account of such Swing Loan
other than those received from a U.S. Revolving Credit Lender pursuant to clause (e) or (f) above.

       

      Section
2.4            
Letters of Credit

       

      (a)           On
the terms and subject to the conditions contained in this Agreement, each Issuer
agrees to Issue at the request of the applicable Borrower and for the account of
the applicable Borrower one or more Revolving Letters of Credit or Synthetic
Letters of Credit from time to time on any Business Day during the period
commencing on the Effective Date and ending on (A) the earlier of the
Revolving Credit Termination Date and 30 days prior to the Scheduled
Termination Date in respect of any Revolving Letter of Credit and (B)
30 days prior to the Term Loan Maturity Date in respect of any Synthetic
Letter of Credit; provided, however, that no Issuer
shall be under any obligation to Issue any Letter of Credit upon the occurrence
of any of the following:

       

      
        
          
          

        

        
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      (i)           any
order, judgment or decree of any Governmental Authority or arbitrator shall
purport by its terms to enjoin or restrain such Issuer from Issuing such Letter
of Credit or any Requirement of Law applicable to such Issuer or any request or
directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over such Issuer shall prohibit, or request that
such Issuer refrain from, the Issuance of letters of credit generally or such
Letter of Credit in particular or shall impose upon such Issuer with respect to
such Letter of Credit any restriction or reserve or capital requirement (for
which such Issuer is not otherwise compensated) not in effect on the Effective
Date or result in any unreimbursed loss, cost or expense that was not
applicable, in effect or known to such Issuer as of the Effective Date and that
such Issuer in good faith deems material to it;

       

      (ii)           such
Issuer shall have received any written notice of the type described in clause (d)
below;

       

      (iii)           after
giving effect to the Issuance of any Revolving Letter of Credit, the aggregate
Revolving Credit Outstandings would exceed the aggregate of the applicable
Revolving Credit Commitments in effect at such time;

       

      (iv)           (A)
after giving effect to the Issuance of any Revolving Letter of Credit, the sum
of (i) the Dollar Equivalents of the Revolving Letter of Credit Undrawn
Amounts at such time and (ii) the Dollar Equivalents of the Revolving
Letter of Credit Reimbursement Obligations at such time exceeds the Revolving
Letter of Credit Sublimit, or (B) after giving effect to the issuance of
any Synthetic Letter of Credit, the Synthetic L/C Undrawn Amount would exceed
the Total Credit-Linked Deposit in effect at such time;

       

      (v)           any
fees due in connection with a requested Issuance have not been
paid;

       

      (vi)           such
Letter of Credit is requested to be Issued in a form that is not acceptable to
such Issuer;

       

      (vii)           any
Letter of Credit under the Synthetic L/C Facility is requested to be denominated
in any currency other than Dollar or Euro; or

       

      (viii)          any
Revolving Letter of Credit is requested to be denominated in any currency other
than Dollars or Euro and the Issuer receives written notice from the Prepetition
Administrative Agent at or before 12:00 p.m. (New York time) on the date of the
proposed Issuance of such Revolving Letter of Credit that, immediately after
giving effect to the Issuance of such Revolving Letter of Credit, the aggregate
Revolving Letter of Credit Obligations at such time in respect of each Revolving
Letter of Credit denominated in currencies other than Dollars or Euro would
exceed the applicable Revolving Letter of Credit Sublimit.

       

      None
of the Revolving Credit Lenders (other than the Issuers in their capacity as
such) shall have any obligation to Issue any Revolving Letter of Credit and none
of the Term Loan Lenders (other 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      than
the Issuers in their capacity as such) shall have any obligation to Issue any
Synthetic Letter of Credit.

       

      (b)           In
no event shall the expiration date of any Letter of Credit be more than one year
after the date of issuance thereof or (i) be less than thirty days prior to
the Scheduled Termination Date with respect to any Revolving Letters of Credit
and (ii) be less than thirty days prior to the Term Loan Maturity Date with
respect to any Synthetic Letter of Credit; provided, however, that any Letter of
Credit with a one-year term may provide for the renewal thereof for additional
one-year periods (which shall in no event extend beyond the expiry date referred
to in clauses (i) and
(ii) above, as applicable).

       

      (c)           In
connection with the Issuance of each Letter of Credit, the applicable Borrower
shall give the relevant Issuer and the Prepetition Administrative Agent at least
two Business Days’ prior written notice, in substantially the form of Exhibit E (Form of Letter of Credit
Request) (or in such other written or electronic form as is acceptable to
the Issuer), of the requested Issuance of such Letter of Credit (a “Letter of Credit
Request”).  Such notice shall be irrevocable and shall specify
the Issuer of such Letter of Credit, the currency of issuance and face amount of
the Letter of Credit requested (provided that no more than ten Letters of Credit
at any time outstanding shall have a face amount (or the Dollar Equivalent
thereof) of less than $500,000), the date of Issuance of such requested Letter
of Credit, the date on which such Letter of Credit is to expire (which date
shall be a Business Day) and, in the case of an issuance, the Person for whose
benefit the requested Letter of Credit is to be issued.  Such notice,
to be effective, must be received by the relevant Issuer and the Prepetition
Administrative Agent not later than 12:00 p.m. (Local Time) on the second
Business Day prior to the requested Issuance of such Letter of
Credit.

       

      (d)           Subject
to the satisfaction of the conditions set forth in this Section 2.4, the relevant
Issuer shall, on the requested date, Issue a Letter of Credit on behalf of the
applicable Borrower in accordance with such Issuer’s usual and customary
business practices.  No Issuer shall Issue any Letter of Credit in the
period commencing on the first Business Day after it receives written notice
from any Lender that one or more of the conditions precedent contained in Section 3.2 (Conditions Precedent to Each
Prepetition Loan and Letter of Credit) shall not on such date be
satisfied or duly waived and ending when such conditions are satisfied or duly
waived.  The relevant Issuer shall not otherwise be required to
determine that, or take notice whether, the conditions precedent set forth in
Section 3.2 (Conditions Precedent to Each
Prepetition Loan and Letter of Credit) have been satisfied in connection
with the Issuance of any Letter of Credit.

       

      (e)           If
requested by the relevant Issuer, prior to the issuance of each Letter of Credit
by such Issuer, and as a condition of such Issuance and of the participation of
each applicable Lender in the Letter of Credit Obligations arising with respect
thereto, the applicable Borrower shall have delivered to such Issuer a letter of
credit reimbursement agreement, in such form as the Issuer may employ in its
ordinary course of business for its own account (a “Letter of Credit Reimbursement
Agreement”), signed by such Borrower, and such other documents or items
as may be required pursuant to the terms thereof.  In the event of any
conflict between the terms of any Letter of Credit Reimbursement Agreement and
this Agreement, the terms of this Agreement shall govern.

       

      
        
          
          

        

        
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      (f)           Each
Issuer shall comply with the following:

       

      (i)           give
the Prepetition Administrative Agent written notice (or telephonic notice
confirmed promptly thereafter in writing, which writing may be a telecopy or
electronic mail) of the Issuance or renewal of a Letter of Credit issued by it,
of all drawings under a Letter of Credit issued by it and the payment (or the
failure to pay when due) by the applicable Borrower of any Reimbursement
Obligation owing by such Borrower when due (which notice the Prepetition
Administrative Agent shall promptly transmit by telecopy, electronic mail or
similar transmission to each Revolving Credit Lender or Synthetic L/C Lender, as
applicable);

       

      (ii)           upon
the request of any Revolving Credit Lender or Synthetic L/C Lender, furnish to
such Revolving Credit Lender or Synthetic L/C Lender, as applicable, copies of
any Letter of Credit Reimbursement Agreement to which such Issuer is a party and
such other documentation as may reasonably be requested by such Revolving Credit
Lender or Synthetic L/C Lender; and

       

      (iii)           no
later than 10 Business Days following the last day of each calendar month,
provide to the Prepetition Administrative Agent (and the Prepetition
Administrative Agent shall provide a copy to each Revolving Credit Lender or
Synthetic L/C Lender requesting the same, as applicable) and the Borrowers
separate schedules for Documentary and Standby Letters of Credit issued by it
under each of the Prepetition Facilities, in form and substance reasonably
satisfactory to the Prepetition Administrative Agent, setting forth the
aggregate Reimbursement Obligations, as applicable, outstanding at the end of
each month and any information requested by the Borrowers or the Prepetition
Administrative Agent relating thereto.

       

      (g)           Immediately
upon the issuance by an Issuer of a Revolving Letter of Credit in accordance
with the terms and conditions of this Agreement, such Issuer shall be deemed to
have sold and transferred to each applicable Revolving Credit Lender, and each
such Revolving Credit Lender shall be deemed irrevocably and unconditionally to
have purchased and received from such Issuer, without recourse or warranty, an
undivided interest and participation, to the extent of such Revolving Credit
Lender’s Ratable Portion of the Revolving Credit Commitments, in such Revolving
Letter of Credit and the obligations of the Borrowers with respect thereto
(including all Revolving Letter of Credit Obligations with respect thereto) and
any security therefor and guaranty pertaining thereto.

       

      (h)           Each
Borrower agrees to pay to the Issuer of any Letter of Credit the amount of all
Reimbursement Obligations owing by such Borrower to such Issuer under any Letter
of Credit issued for its account no later than the date that is the next
succeeding Business Day after such Borrower receives written notice from such
Issuer that payment has been made under such Letter of Credit (the “Reimbursement Date”),
irrespective of any claim, set-off, defense or other right that such Borrower
may have at any time against such Issuer or any other Person.  In the
event that any Issuer makes any payment under any Letter of Credit and the
applicable Borrower shall not have repaid such amount to such Issuer pursuant to
this clause (h) or
any such payment by such Borrower is rescinded or set aside for any reason, such
Reimbursement Obligation shall be payable on demand with interest thereon
computed (i) with 

       

      
        
          
          

        

        
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      respect
to Revolving Letters of Credit, from the date on which such Revolving Letter of
Credit Reimbursement Obligation arose to the Reimbursement Date, at the rate of
interest applicable during such period to Revolving Loans that are Base Rate
Loans (in the case of U.S. Revolving Letters of Credit) or Eurocurrency Rate
Loans (in the case of Euro Revolving Letters of Credit) and (ii) from the
Reimbursement Date until the date of repayment in full, at the rate of interest
applicable during such period to past due (A) with respect to U.S.
Revolving Letters of Credit, Revolving Loans that are Base Rate Loans,
(B) with respect to Euro Revolving Letters of Credit, Revolving Loans that
are Eurocurrency Rate Loans and (C) with respect to Synthetic Letters of
Credit, the rate per
annum applicable to Term Loans that are LIBOR Rate Loans with notional
successive Interest Periods of one month commencing on the date of Synthetic L/C
Disbursement, and such Issuer shall promptly notify the Prepetition
Administrative Agent, and the Prepetition Administrative Agent shall promptly
notify each Revolving Credit Lender and Synthetic L/C Lender, as applicable, of
such failure, and each Revolving Credit Lender shall promptly and
unconditionally pay to the Prepetition Administrative Agent for the account of
such Issuer the amount of such Revolving Credit Lender’s Ratable Portion of such
payment in Dollars (or the Dollar Equivalent thereof if such payment was made in
any currency other than Dollars) and in immediately available
funds.  If the Prepetition Administrative Agent so notifies such
Revolving Credit Lender prior to 12:00 p.m. (Local Time) on any Business
Day, such Revolving Credit Lender shall make available to the Prepetition
Administrative Agent for the account of such Issuer its Ratable Portion of the
amount of such payment on such Business Day in immediately available
funds.  Upon such payment by a Revolving Credit Lender, such Revolving
Credit Lender shall, except during the continuance of a Default or Event of
Default under Section
9.1(f) (Events of
Default) and notwithstanding whether or not the conditions precedent set
forth in Section 3.2
(Conditions Precedent to Each Prepetition Loan and Letter of Credit)
shall have been satisfied (which conditions precedent the Revolving Credit
Lenders hereby irrevocably waive), be deemed to have made a Revolving Loan to
the relevant Borrower in the principal amount of such
payment.  Whenever any Issuer receives from any Borrower a payment of
a Revolving Letter of Credit Reimbursement Obligation owing by such Borrower as
to which the Prepetition Administrative Agent has received for the account of
such Issuer any payment from a Revolving Credit Lender pursuant to this clause (h), such Issuer
shall pay to the Prepetition Administrative Agent and the Prepetition
Administrative Agent shall promptly pay to each Revolving Credit Lender, in
immediately available funds, an amount equal to such Revolving Credit Lender’s
Ratable Portion of the amount of such payment adjusted, if necessary, to reflect
the respective amounts the Revolving Credit Lenders have paid in respect of such
Revolving Letter of Credit Reimbursement Obligation.

       

      (i)           If
and to the extent such Revolving Credit Lender shall not have so made its
Ratable Portion of the amount of the payment required by clause (h) above
available to the Prepetition Administrative Agent for the account of such
Issuer, such Revolving Credit Lender agrees to pay to the Prepetition
Administrative Agent for the account of such Issuer forthwith on demand any such
unpaid amount together with interest thereon, for the first Business Day after
payment was first due at the Federal Funds Rate and, thereafter until such
amount is repaid to the Prepetition Administrative Agent for the account of such
Issuer, at the rate per
annum applicable to Base Rate Loans under the Facility.

       

      (j)           Each
Borrower’s obligation to pay each Reimbursement Obligation owing by such
Borrower and the obligations of the Revolving Credit Lenders to make payments to
the

       

      
        
          
          

        

        
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      Prepetition
Administrative Agent for the account of the Issuers with respect to Revolving
Letters of Credit shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement, under any and
all circumstances whatsoever, including the occurrence of any Default or Event
of Default, and irrespective of any of the following:

       

      (i)           any
lack of validity or enforceability of any Letter of Credit or any Prepetition
Loan Document, or any term or provision therein;

       

      (ii)           any
amendment or waiver of or any consent to departure from all or any of the
provisions of any Letter of Credit or any Prepetition Loan
Document;

       

      (iii)           the
existence of any claim, set off, defense or other right that such Borrower, any
other party guaranteeing, or otherwise obligated with, the Borrowers, any
Subsidiary or other Affiliate thereof or any other Person may at any time have
against the beneficiary under any Letter of Credit, any Issuer, the Prepetition
Administrative Agent or any Lender or any other Person, whether in connection
with this Agreement, any other Prepetition Loan Document or any other related or
unrelated agreement or transaction;

       

      (iv)           any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect;

       

      (v)           payment
by the Issuer under a Letter of Credit against presentation of a draft or other
document that does not comply with the terms of such Letter of Credit;
and

       

      (vi)           any
other act or omission to act or delay of any kind of the Issuer, the Lenders,
the Prepetition Administrative Agent or any other Person or any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section 2.4, constitute a
legal or equitable discharge of such Borrower’s obligations
hereunder.

       

      Any
action taken or omitted to be taken by the relevant Issuer under or in
connection with any Letter of Credit, if taken or omitted in the absence of
gross negligence or willful misconduct, shall not put such Issuer under any
resulting liability to any Borrower or any Lender.  In determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof, the Issuer may accept documents that appear on their
face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary and, in making any
payment under any Letter of Credit, the Issuer may rely exclusively on the
documents presented to it under such Letter of Credit as to any and all matters
set forth therein, including reliance on the amount of any draft presented under
such Letter of Credit, whether or not the amount due to the beneficiary
thereunder equals the amount of such draft and whether or not any document
presented pursuant to such Letter of Credit proves to be insufficient in any
respect, if such document on its face appears to be in order, and whether or not
any other statement or any other document presented pursuant to such Letter of
Credit proves to be forged or invalid or any statement therein proves to be
inaccurate or untrue in any respect 

       

      
        
          
          

        

        
          70

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      whatsoever
and any noncompliance in any immaterial respect of the documents presented under
such Letter of Credit with the terms thereof shall, in each case, be deemed not
to constitute willful misconduct or gross negligence of the Issuer.

       

      (k)           Schedule 2.4 (Existing Letters of Credit)
contains a schedule of certain letters of credit issued prior to the Effective
Date by an Issuer for the account of the U.S. Borrower.  On the
Effective Date, (i) such letters of credit, to the extent outstanding,
shall be automatically and without further action by the parties thereto
converted to Revolving Letters of Credit or Synthetic Letters of Credit (each
such Existing Letter of Credit to be specified by the Borrowers in Schedule 2.4) issued
pursuant to this Section 2.4 for the
account of the applicable Borrower and subject to the provisions hereof, and for
this purpose the fees specified in Section 2.13 shall be
payable (in substitution for any fees set forth in the applicable letter of
credit reimbursement agreements or applications relating to such letters of
credit) as if such letters of credit had been issued on the Effective Date,
(ii) each of the issuers of such Letters of Credit shall be deemed to be an
“Issuer” hereunder
solely for the purpose of maintaining such letters of credit, (iii) the
Dollar Equivalent of the face amount of such letters of credit shall be included
in the calculation of Letter of Credit Obligations and (iv) all liabilities
of the U.S. Borrower with respect to such letters of credit shall constitute
Prepetition Obligations.

       

      Section
2.5            
Synthetic Letters of Credit

       

      (a)           On
the Effective Date, without any further action on the part of the Prepetition
Administrative Agent or the Lenders, the Issuer hereby grants to each Synthetic
L/C Lender with a Credit-Linked Deposit, and each such Lender with a
Credit-Linked Deposit hereby acquires from the Issuer, a participation in each
Synthetic Letter of Credit equal to such Lender’s Ratable Portion of the
aggregate amount available to be drawn under such Synthetic Letter of
Credit.  The aggregate purchase price for the participations of each
Synthetic L/C Lender in Synthetic Letters of Credit shall equal the amount of
the Credit-Linked Deposit of such Lender.  Each Synthetic L/C Lender,
severally and not jointly, agrees to pay to the Prepetition Administrative Agent
its Credit-Linked Deposit in Euro in full on the Effective Date.  If
the Issuer shall not have received from the applicable Borrower the payment
required to be made by clause (c) below within the time
specified in this Section 2.5, the Issuer
will promptly notify each Synthetic L/C Lender of such Synthetic L/C
Disbursement and its Ratable Portion thereof.  Each Synthetic L/C
Lender hereby absolutely and unconditionally agrees that if the Issuer makes a
Synthetic L/C Disbursement which is not reimbursed by the applicable Borrower on
the date due pursuant to clause (c) below, or is
required to refund any reimbursement payment in respect of any Synthetic L/C
Disbursement to the applicable Borrower for any reason, the Prepetition
Administrative Agent shall reimburse the Issuer in Euros for the amount of such
Synthetic L/C Disbursement, ratably as among the applicable Lenders in
accordance with their Ratable Portion of the Total Credit-Linked Deposit, from
such Lender’s Credit-Linked Deposit.  Any such payment made from the
Credit-Linked Deposit Account pursuant to the preceding sentence to reimburse
the Issuer for any Synthetic L/C Disbursement shall not constitute a Loan and
shall not release the applicable Borrower from its obligation to pay over to the
Prepetition Administrative Agent in reimbursement thereof an amount equal to the
amount paid from the Credit-Linked Deposit Account with respect to such
Synthetic L/C Disbursement, and such payment shall be deposited by the
Prepetition Administrative Agent in the Credit-Linked Deposit Account to be
added to the Credit-Linked Deposits of the Synthetic L/C Lenders in accordance


       

      
        
          
          

        

        
          71

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      with
their Ratable Portion.  Each Synthetic L/C Lender acknowledges and
agrees that its obligation to acquire and fund participations in respect of
Synthetic Letters of Credit pursuant to this clause (a) is
unconditional and irrevocable and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or an Event of
Default or the return of the Credit Linked Deposits, and that such payment shall
be made without any offset, abatement, withholding or reduction
whatsoever.  Without limiting the foregoing, each Synthetic L/C Lender
irrevocably authorizes the Prepetition Administrative Agent to apply amounts of
its Credit-Linked Deposit as provided in this clause (a).  Without
incurring any additional obligations hereunder, each Synthetic L/C Lender grants
to the Prepetition Administrative Agent for the benefit of the Issuer a security
interest in and Lien on such Lender’s Ratable Portion of the Total Credit-Linked
Deposit, together with all proceeds thereof, as security for such Lender’s
obligation to reimburse the Issuer in accordance with the terms
hereof.  Each Agent and each Lender agrees that (i) the
Prepetition Administrative Agent, as holder of the Credit-Linked Deposit, is
appointed and shall act as collateral agent for Issuer in connection with the
security interest granted to the Issuer pursuant to this clause (a),
(ii) the Issuer will be issuing, amending, renewing and extending Synthetic
Letters of Credit in reliance on the availability of such Lender’s Ratable
Portion of the Total Credit-Linked Deposit to discharge such Lender’s
obligations in accordance with this Section 2.5 and
(iii) all rights of banker’s lien, set-off or counterclaim of each Agent
and Lender with respect the monies in the Credit-Linked Deposit Account are
expressly subordinated to the reimbursement rights of the Prepetition
Administrative Agent under this clause (a).

       

      (b)           The
Issuer shall, promptly following its receipt thereof, examine all documents
purporting to represent a demand for payment under a Synthetic Letter of
Credit.  The Issuer shall as promptly as possible give written notice
(or in such other written or electronic form as is acceptable to the Issuer), to
the applicable Borrower of such demand for payment and whether the Issuer has
made or will make a Synthetic L/C Disbursement thereunder; provided, that any failure to
give or delay in giving such notice shall not relieve such Borrower of its
obligation to reimburse the Issuer and the applicable Lenders in the manner set
forth in Section 2.4(h) with
respect to any such Synthetic L/C Disbursement.  The Prepetition
Administrative Agent shall promptly give each Lender notice
thereof.

       

      (c)           The
Credit-Linked Deposits shall be held by the Prepetition Administrative Agent in
the Credit-Linked Deposit Account.  The Credit-Linked Deposit Account
shall be a Deposit Account at the Credit-Linked Deposit Bank in the name of the
Prepetition Administrative Agent and under the sole dominion and control of the
Prepetition Administrative Agent and no party other than the Prepetition
Administrative Agent shall have a right of withdrawal from the Credit-Linked
Deposit Account or any other right or power with respect to the Credit-Linked
Deposits, except as expressly set forth herein.  Notwithstanding any
provision in this Agreement to the contrary, the sole funding obligation of each
Synthetic L/C Lender in respect of its participation in Synthetic Letters of
Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit
on the Effective Date, subject in each case to Section 11.14.

       

      (i)           Each
of the Borrowers, the Prepetition Administrative Agent, the Issuer, the
Credit-Linked Deposit Bank and each Lender having a Credit-Linked Deposit hereby
acknowledges and agrees that each Lender is funding its Credit-Linked Deposit to


       

      
        
          
          

        

        
          72

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      the
Prepetition Administrative Agent for application in the manner contemplated by
this Section 2.5
and that the Prepetition Administrative Agent shall invest the Credit-Linked
Deposits so as to use its reasonable efforts to earn a rate of return on the
principal outstanding amount of the Total Credit-Linked Deposits (except during
periods when such Credit-Linked Deposits, or funds advanced by the Prepetition
Administrative Agent against such Credit-Linked Deposits, are used to cover
unreimbursed Synthetic L/C Disbursements) equal to such rate for one month
EURIBOR deposits (the “Benchmark EURIBOR Rate”) and
(without limiting the express obligations of each party hereto) at its sole
risk.  Any such interest so accrued on Credit-Linked Deposits (the
“Credit-Linked Deposit Account
Interest”) will be paid to the Synthetic L/C Lenders by the Prepetition
Administrative Agent on each Credit-Linked Deposit Account Interest Payment
Date.

       

      (ii)           The
Borrowers shall have no right, title or interest in or to the Credit-Linked
Deposits and no obligations with respect thereto (except for the Synthetic L/C
Reimbursement Obligations provided in this Section 2.5), it being
acknowledged and agreed by the parties hereto that the making of the
Credit-Linked Deposits by the Lenders, the provisions of this clause (c) and the
application of the Credit-Linked Deposits in the manner contemplated by this
Section 2.5
constitute agreements among the Prepetition Administrative Agent, the Issuer,
the Credit-Linked Deposit Bank and each Synthetic L/C Lender with respect to the
funding obligations of each Synthetic Loan Commitment Lender in respect of its
participation in Synthetic Letters of Credit and do not constitute any loan or
extension of credit to such Borrower.  The Credit-Linked Deposits
shall not be the property of any Loan Party or constitute “Collateral” under any
Prepetition Loan Document or otherwise be available in any manner to satisfy any
Prepetition Obligation of any Loan Party.

       

      (iii)           Subject
to the applicable Borrower’s compliance with the cash-collateralization
requirements set forth herein, the Prepetition Administrative Agent shall return
any remaining Credit-Linked Deposits to the Lenders following the occurrence of
the Term Loan Maturity Date or, to the extent there are no Synthetic Letters of
Credit outstanding, upon a reduction of the Synthetic L/C Facility pursuant to
Section 2.09
and 2.10.

       

      Section
2.6            
Reduction and Termination of the Revolving Credit Commitments

       

      (a)           The
Borrowers may, upon at least three Business Days’ prior notice to the
Prepetition Administrative Agent, terminate in whole or reduce in part ratably
the unused portions of the respective Revolving Credit Commitments of the
Revolving Credit Lenders; provided, however, that each partial
reduction shall be in an aggregate amount not less than the applicable Minimum
Currency Threshold.

       

      (b)           The
then current Revolving Credit Commitments shall be reduced on each date on which
a prepayment of Revolving Loans or Swing Loans is made pursuant to Section 2.10(a) or (b) (Mandatory Prepayments)
or would be required to be made had the outstanding Revolving Loans and Swing
Loans equaled the Revolving Credit Commitments then in effect, in each case, in
the amount of such prepayment (or deemed prepayment) (and the Revolving Credit


       

      
        
          
          

        

        
          73

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      Commitment
of each Lender shall be reduced by its Ratable Portion of such amount), except
for any such prepayment made pursuant to Section 2.10(c)(ii)
(Mandatory
Prepayments).

       

      Section
2.7            
Repayment of Loans

       

      Subject
to Section 2.19 (Impact of the
Case and the DIP Facilities on the Prepetition Facilities):

       

      (a)           Each
Borrower promises to repay the entire unpaid principal amount of the Revolving
Loans and the Swing Loans owing by such Borrower on the Scheduled Termination
Date or earlier, if otherwise required by the terms hereof.

       

      (b)           The
Luxembourg Borrower promises to repay the Term Loan at the dates and in the
amounts set forth below:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      	 	
                                                                                                                                                              Date

                                                                                                                                                            	
                                                                                                                                                              Amount

                                                                                                                                                            	 
	 	
                                                                                                                                                              July 31,
      2007

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              October 31,
      2007

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              January 31,
      2008

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              April 30,
      2008

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              July 31,
      2008

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              October 31,
      2008

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              January 31,
      2009

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              April 30,
      2009

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              July 31,
      2009

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              October 31,
      2009

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              January 31,
      2010

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              April 30,
      2010

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              July 31,
      2010

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              October 31,
      2010

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              January 31,
      2011

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              April 30,
      2011

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              July 31,
      2011

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              October 31,
      2011

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              January 31,
      2012

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              April 30,
      2012

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              July 31,
      2012

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              October 31,
      2012

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              January 31,
      2013

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              April 30,
      2013

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              July 31,
      2013

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              October 31,
      2013

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              January 31,
      2014

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              April 30,
      2014

                                                                                                                                                            	
                                                                                                                                                              €650,000

                                                                                                                                                            	 
	 	
                                                                                                                                                              Term
      Loan Maturity Date

                                                                                                                                                            	
                                                                                                                                                              €241,800,000

                                                                                                                                                            	 


                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
 

      
        
          
          

        

        
          74

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      provided, however, that the Luxembourg
Borrower shall repay the entire unpaid principal amount of the Term Loan on the
Term Loan Maturity Date.

       

      Section
2.8           
Evidence of Debt

       

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

       

      (b)           In
the case of the Revolving Credit Facility, the Term Loan Facility and the
Synthetic L/C Facility, the Prepetition Administrative Agent shall establish and
maintain a Register pursuant to Section 11.2(c) (Assignments
and Participations) and accounts therein in accordance with its usual
practice in which it shall record (A) the amount of each applicable Loan
made and, if a Eurocurrency Rate Loan, the Interest Period applicable thereto,
(B) the amount of any principal or interest due and payable and paid by any
Borrower to each applicable Prepetition Lender hereunder and (C) the amount
of any sum received by the Prepetition Administrative Agent hereunder from any
Borrower, whether such sum constitutes principal or interest (and the type of
Loan to which it applies), fees, expenses or other amounts due under the
Prepetition Loan Documents and each Prepetition Lender’s share thereof, if
applicable.

       

      (c)           The
entries made in the accounts maintained pursuant to clauses (a) and (b) above shall, to the
extent permitted by applicable law, be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided, however, that the failure of
any Prepetition Lender or the Prepetition Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligations of
each Borrower to repay the Prepetition Loans owing by such Borrower in
accordance with their terms.

       

      (d)           Notwithstanding
any other provision of the Agreement, in the event that any Prepetition Lender
requests that any Borrower execute and deliver a promissory note or notes
payable to such Lender in order to evidence the Indebtedness owing to such
Prepetition Lender by such Borrower hereunder, such Borrower shall promptly
execute and deliver a Note or Notes to such Prepetition Lender evidencing any
Term Loans and Revolving Loans (and, if such Lender is also the Swing Loan
Lender, Swing Loans), as the case may be, of such Prepetition Lender,
substantially in the forms of Exhibit B-1 (Form of Revolving Credit
Note) or Exhibit B-2 (Form of Term Loan Note),
respectively.

       

      Section
2.9            
Optional Prepayments

       

      Subject
to Section 2.19 (Impact of the
Case and the DIP Facilities on the Prepetition Facilities):

       

      (a)           Revolving
Loans.  Subject to Section 8.6(b)(i) (Prepayment
and Cancellation of Indebtedness), each Borrower may, (a) in the
case of Base Rate Loans, upon at least one Business Days’ and (b) in the
case of Eurocurrency Rate Loans, upon at least three Business Days’ prior notice
to the Prepetition Administrative Agent, stating the proposed date and aggregate
principal amount of the prepayment, prepay the outstanding principal amount of
the Revolving Loans and Swing Loans owing by such Borrower in whole or in part
in the 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      currencies
in which such Prepetition Loans are denominated; provided, however, if any prepayment
of any Eurocurrency Rate Loan is made by such Borrower other than on the last
day of an Interest Period for such Loan, such Borrower shall also pay any amount
owing by it pursuant to Section 2.15(e) (Breakage Costs); and, provided, further, that each partial
prepayment shall be in an aggregate principal amount not less than the Dollar
Equivalent of $5,000,000 or integral multiples of the Dollar Equivalent of
$1,000,000 in excess thereof.  Upon the giving of such notice of
prepayment, the principal amount of Revolving Loans specified to be prepaid
shall become due and payable on the date specified for such
prepayment.

       

      (b)           Term Loans.  The
Luxembourg Borrower may, upon at least three Business Days’ prior notice to the
Prepetition Administrative Agent stating the proposed date and aggregate
principal amount of the prepayment, prepay the outstanding principal amount of
the Term Loans, in whole or in part, together with accrued interest to the date
of such prepayment on the principal amount prepaid; provided, however, that (i) if any
prepayment of any Eurocurrency Rate Loan is made by the Luxembourg Borrower
other than on the last day of an Interest Period for such Loan, the Luxembourg
Borrower shall also pay any amounts owing by it pursuant to Section 2.15(e) (Breakage Costs), and
(ii) except for any prepayment of the Term Loans on the Effective Date
pursuant to Section 3.1(b) (Conditions
Precedent to Initial Prepetition Loans and Letters of Credit), each partial prepayment
shall be in an aggregate amount not less than €5,000,000 or integral multiples
of €1,000,000 in excess thereof.  Any such partial prepayment shall be
applied in the order  specified by the Luxembourg
Borrower.  Upon the giving of such notice of prepayment, the principal
amount of the Term Loans specified to be prepaid shall become due and payable on
the date specified for such prepayment.  Any prepayment of the Term
Loans upon the refinancing, in whole or in part, thereof shall be deemed to be
an optional prepayment.

       

      (c)           The
Borrowers shall have no right to prepay the principal amount of any Revolving
Loan or any Term Loan other than as provided in this Section 2.9.

       

      Section
2.10          
Mandatory Prepayments

       

      Subject
to Section 2.19 (Impact of the
Case and the DIP Facilities on the Prepetition Facilities):

       

      (a)           Upon
receipt by Holdings, the Parent, the U.S. Borrower or any of its Subsidiaries of
Net Cash Proceeds arising from an Asset Sale or Property Loss Event, the U.S.
Borrower shall immediately prepay or cause to be prepaid the Prepetition Loans
(or provide cash collateral in respect of Letters of Credit) in an amount equal
to 100% of such Net Cash Proceeds.  Any such mandatory prepayment
shall be applied in accordance with clause (c)
below.

       

      (b)           The
U.S. Borrower shall prepay or cause to be prepaid the Prepetition Loans within
90 days after the last day of each Fiscal Year commencing with the Fiscal
Year ending on January 31, 2008, in an amount equal to 75% of Excess Cash
Flow for such Fiscal Year; provided, however, that, if
the Leverage Ratio for any Fiscal Year is (x) less than 2.50 to 1.0, then
such percentage shall be reduced to 50% and (y) less than 1.50 to 1.0, then
such percentage shall be reduced to 0%.  Any such mandatory prepayment
shall be applied in accordance with clause (c)
below.

       

      
        
          
          

        

        
          76

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      (c)           Subject
to the provisions of Section
2.14(f) and Section
2.14(g) (Payments and
Computations):

       

      (i)           Except
as otherwise provided in clause (ii) below with
respect to prepayments from Net Cash Proceeds of a Reinvestment Event, any
prepayments made by any Borrower and required to be applied in accordance with
this clause (c)
shall be applied in the following order: first, to the outstanding
principal amount of the Term Loans in the order specified by the Borrowers until
the Term Loans shall have been prepaid in full; second, to repay the
outstanding principal balance of the Swing Loans until such Swing Loans shall
have been repaid in full; third, to repay the
outstanding principal balance of the Revolving Loans until such Revolving Loans
shall have been paid in full; and fourth, to provide, cash
collateral for any Revolving Letter of Credit Obligations in the manner set
forth in Section 9.3
(Actions in Respect of Letters of Credit) until all such Revolving Letter
of Credit Obligations have been fully cash collateralized by an amount equal to
105% of such Revolving Letter of Credit Obligations.

       

      (ii)           Subject
to clause (iii)
below, any prepayments from Net Cash Proceeds of a Reinvestment Event made by
any Borrower and required to be applied in accordance with this clause (c) shall be
applied in the following order: first, to repay the
outstanding principal balance of the Swing Loans until such Swing Loans shall
have been repaid in full; second, to repay the
outstanding principal balance of the Revolving Loans until such Revolving Loans
shall have been paid in full; and then, to provide, pending
application as set forth in any Reinvestment Notice or repayment of the
Prepetition Loans as set forth in clause (iii) below, cash
collateral for any Revolving Letter of Credit Obligations in the manner set
forth in Section 9.3
(Actions in Respect of Letters of Credit) until all such Revolving Letter
of Credit Obligations have been fully cash collateralized by an amount equal to
105% of such Revolving Letter of Credit Obligations.

       

      (iii)           Upon
the earlier of (A) the date of demand by the requisite lenders after the
occurrence and continuance of any Event of Default for a period of at least ten
Business Days, (B) the Reinvestment Prepayment Date corresponding to any
Reinvestment Event, the Borrowers shall immediately prepay the Prepetition Loans
in an amount equal to the Reinvestment Prepayment Amount, which shall be applied
in the order set forth in clause (i)
above.

       

      (iv)           All
repayments of the Term Loans made pursuant to this clause (c) shall be
applied to reduce the outstanding principal amount of the Term Loan in the order
specified by the Luxembourg Borrower.  All repayments of Revolving
Loans and Swing Loans required to be made pursuant to this clause (c) (other than pursuant to
clause (ii) above)
shall result in a permanent reduction of the Revolving Credit Commitments to the
extent provided in Section 2.6(b) (Reduction and
Termination of the Revolving Credit Commitments).

       

      (d)           If
at any time, the aggregate principal amount of Revolving Credit Outstandings
exceeds the Available Credit at such time, each Borrower shall forthwith prepay
on a pro rata basis the
Swing Loans first and then the Revolving Loans then outstanding in an amount
equal to such excess; provided, however, that, to the extent
such excess results solely by 

       

      
        
          
          

        

        
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      reason
of a change in exchange rates, no Borrower shall be required to make such
prepayment unless any such excess remains on the fifth day immediately following
such change, subject to Section 7.12.  If
any such excess remains after repayment in full of the aggregate outstanding
Swing Loans and Revolving Loans, the applicable Borrower shall provide cash
collateral for the Revolving Letter of Credit Obligations in the manner set
forth in Section 9.3 (Actions in Respect of Revolving
Letters of Credit) in an amount equal to 105% of such
excess.

       

      Section
2.11           Interest

       

      (a)           Rate of
Interest.

       

      (i)           All
Revolving Loans shall be made as Base Rate Loans or Eurocurrency Loans; provided, however, that all Dollar
Revolving Loans shall be made as Base Rate Loans unless, subject to Section 2.15 (Special
Provisions Governing Eurocurrency Rate Loans), the Notice of Borrowing
specifies that all or a portion thereof shall be Eurocurrency Rate
Loans.  Euro Revolving Loans shall be made as Eurocurrency Rate Loans
and shall not be available as Base Rate Loans.

       

      (ii)           All
Prepetition Loans and the outstanding amount of all other Prepetition
Obligations (other than pursuant to Hedging Contracts that are Prepetition Loan
Documents, to the extent such Hedging Contracts provide for the accrual of
interest on unpaid obligations) shall bear interest, in the case of Prepetition
Loans, on the unpaid principal amount thereof from the date such Loans are made
and, in the case of such other Prepetition Obligations, from the date such other
Obligations are due and payable until, in all cases, paid in full, except as
otherwise provided in clause (c) below, as
follows:

       

      (A)           if
a Base Rate Loan or such other Prepetition Obligation, at a rate per annum equal to the sum of
(A) the Base Rate as in effect from time to time and (B) the
Applicable Margin; and

       

      (B)           if
a Eurocurrency Rate Loan, at a rate per annum equal to the sum of
(A) the Eurocurrency Rate determined for the applicable Interest Period,
(B) the Applicable Margin in effect from time to time during such Interest
Period and (C) in the case of any Prepetition Loan made by a Prepetition
Lender located in the United Kingdom, Mandatory Costs.

       

      (b)           Interest
Payments.  (i) Interest accrued on each Base Rate Loan
(other than Swing Loans) shall be payable in arrears (A) on the first
Business Day of each calendar quarter, commencing on the first such day
following the making of such Base Rate Loan and (B) if not previously paid
in full, at maturity (whether by acceleration or otherwise) of such Base Rate
Loan, (ii) interest accrued on Swing Loans shall be payable in arrears on
the first Business Day of the immediately succeeding calendar quarter,
(iii) interest accrued on each Eurocurrency Rate Loan shall be payable in
arrears (A) on the last day of each Interest Period applicable to such
Prepetition Loan and, if such Interest Period has a duration of more than three
months, on each day during such Interest Period occurring every three months
from the first day of such Interest Period, (B) upon the payment or
prepayment thereof in full or in part and (C) if not 

       

      
        
          
          

        

        
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      previously
paid in full, at maturity (whether by acceleration or otherwise) of such
Eurocurrency Rate Loan and (iv) interest accrued on the amount of all other
Prepetition Obligations shall be payable on demand from and after the time such
Prepetition Obligation becomes due and payable (whether by acceleration or
otherwise).

       

      (c)           Default
Interest.  Notwithstanding the rates of interest specified in
clause (a) above or
elsewhere herein, effective immediately upon the occurrence of an Event of
Default under Sections 9.1(a), (b) or (f) and for as long
thereafter as such Event of Default shall be continuing, the principal balance
of all Prepetition Loans and the amount of all other Prepetition Obligations
then due and payable shall bear interest at a rate that is two percent
(2%) per annum in
excess of the rate of interest applicable to such Prepetition Loans or other
Prepetition Obligations from time to time.

       

      Section
2.12            Conversion/Continuation
Option

       

      (a)           Any
Borrower may elect (i) at any time on any Business Day to convert Base Rate
Loans (other than Swing Loans) or any portion thereof to Eurocurrency Rate Loans
and (ii) at the end of any applicable Interest Period, to convert Dollar
Eurocurrency Rate Loans or any portion thereof into Base Rate Loans or to
continue such Eurocurrency Rate Loans or any portion thereof for an additional
Interest Period; provided, however, that the aggregate
amount of the Eurocurrency Loans for each Interest Period must be in the amount
that is not less than the applicable Minimum Currency Threshold.  Each
conversion or continuation shall be allocated among the Prepetition Loans of
each Prepetition Lender in accordance with such Prepetition Lender’s Ratable
Portion.  Each such election shall be in substantially the form of
Exhibit F (Form of Notice of Conversion or
Continuation) (a “Notice of Conversion or
Continuation”) and shall be made by giving the Prepetition Administrative
Agent at least three (or, in the case of conversion of Dollar Eurocurrency Rate
Loans to Base Rate Loans, one) Business Days’ prior written notice specifying
(A) the amount and type of Prepetition Loan being converted or continued,
(B) in the case of a conversion to or a continuation of Eurocurrency Rate
Loans, the applicable Interest Period and (C) in the case of a conversion,
the date of conversion.

       

      (b)           The
Prepetition Administrative Agent shall promptly notify each applicable
Prepetition Lender of its receipt of a Notice of Conversion or Continuation and
of the options selected therein.  Notwithstanding the foregoing, no
conversion in whole or in part of Base Rate Loans to Eurocurrency Rate Loans and
no continuation in whole or in part of Dollar Eurocurrency Rate Loans upon the
expiration of any applicable Interest Period, shall be permitted at any time at
which (A) a Default or an Event of Default shall have occurred and be
continuing or (B) the continuation of, or conversion into, a Eurocurrency
Rate Loan would violate any provision of Section 2.15 (Special Provisions Governing
Eurocurrency Rate Loan).  If, within the time period required
under the terms of this Section 2.12, the Prepetition
Administrative Agent does not receive a Notice of Conversion or Continuation
from the applicable Borrower containing a permitted election to continue any
Eurocurrency Rate Loans for an additional Interest Period or to convert any such
Prepetition Loans, then, upon the expiration of the applicable Interest Period,
such Prepetition Loans, if denominated in Dollars, shall be automatically
converted to Base Rate Loans and such Prepetition Loans, if denominated in Euro,
shall be automatically continued as Eurocurrency Loans with an interest period
of one month.  Each Notice of Conversion or Continuation shall be
irrevocable.

       

      
        
          
          

        

        
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      Section
2.13           Fees

       

      (a)           Unused Commitment
Fee.  The U.S. Borrower agrees to pay to each Revolving Credit
Lender a commitment fee on the actual daily amount by which the Revolving Credit
Commitment of such Prepetition Lender exceeds such Lender’s Ratable Portion of
the sum of (i) the outstanding principal amount of the Dollar Equivalent of
Revolving Loans and (ii) the outstanding amount of the Revolving Letter of
Credit Obligations (the “Unused Commitment Fee”) from
the Effective Date through the Revolving Credit Termination Date at the
Applicable Unused Commitment Fee Rate, payable in arrears (x) on the first
Business Day of each calendar quarter, commencing on the first such Business Day
following the Effective Date and (y) on the Revolving Credit Termination
Date.

       

      (b)           Revolving Letter of Credit
Fees.  Each Borrower agrees to pay the following amounts with
respect to Revolving Letters of Credit issued by any Issuer for the account of
such Borrower:

       

      (i)           to
the Prepetition Administrative Agent for the account of each Issuer of a
Revolving Letter of Credit, with respect to each Revolving Letter of Credit
issued by such Issuer, an issuance fee equal to 0.25% per annum of the Dollar
Equivalent of the maximum undrawn face amount of such Revolving Letter of
Credit, payable in arrears (A) on the first Business Day of each calendar
quarter, commencing on the first such Business Day following the issuance of
such Revolving Letter of Credit and (B) on the Revolving Credit Termination
Date;

       

      (ii)           to
the Prepetition Administrative Agent for the ratable benefit of the Revolving
Credit Lenders, with respect to each Revolving Letter of Credit, a fee accruing
at a rate per annum
equal to the Applicable Margin for Revolving Loans that are Eurocurrency Rate
Loans on the Dollar Equivalent of the maximum undrawn face amount of such
Revolving Letter of Credit, payable in arrears (A) on the first Business
Day of each calendar quarter, commencing on the first such Business Day
following the issuance of such Revolving Letter of Credit and (B) on the
Revolving Credit Termination Date; provided, however, that during the
continuance of an Event of Default under Sections 9.1(a), (b) or (f), such fee shall be
increased by two percent (2%) per annum and shall be
payable on demand; and

       

      (iii)           to
the Issuer of any Revolving Letter of Credit, with respect to the issuance,
amendment or transfer of each Revolving Letter of Credit and each drawing made
thereunder, documentary and processing charges in accordance with such Issuer’s
standard schedule for such charges in effect at the time of issuance, amendment,
transfer or drawing, as the case may be.

       

      (c)           Synthetic Letter of Credit
Fees.  The applicable Borrower agrees to pay directly to the
Issuer, for its own account, the following fees:

       

      (i)           a
fronting fee equal to 0.125%, per annum (or such rate as
may be agreed between the Luxembourg Borrower and the Issuer), times the average aggregate
daily maximum amount available to be drawn under all Synthetic Letters of Credit


       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

      (determined
as of the close of business on any date of determination), payable in arrears
(A) on the first Business Day of each calendar quarter, commencing on the
first such Business Day following the issuance of such Synthetic Letter of
Credit and (B) on the Term Loan Maturity Date; and

       

      (ii)           to
the Issuer of any Synthetic Letter of Credit, with respect to the issuance,
amendment or transfer of each Synthetic Letter of Credit and each drawing made
thereunder, documentary and processing charges in accordance with such Issuer’s
standard schedule for such charges in effect at the time of issuance, amendment,
transfer or drawing, as the case may be.

       

      (d)           Synthetic Letter of Credit
Participation Fee.  The applicable Borrower agrees to pay to
Synthetic L/C Lenders having Synthetic L/C Exposure, letter of credit fees (the
“Synthetic L/C Fee”)
equal to (A) the rate of interest otherwise payable hereunder with respect
to Term Loans that are EURIBOR Rate Loans plus the Applicable Margin
with notional successive Interest Periods of one month commencing from the
Effective Date, times
(B) the average daily Total Credit-Linked Deposit; provided, that the Synthetic
L/C Fee shall be reduced by the amount of any Credit-Linked Deposit Account
Interest accrued during such period.  All fees referred to in this
clause (d) shall
be paid to the Prepetition Administrative Agent and upon receipt, the
Prepetition Administrative Agent shall promptly distribute to each Synthetic L/C
Lender its Ratable Portion thereof and shall accrue and be payable in full
whether or not any Synthetic Letter of Credit is outstanding at such
time.

       

      (e)           Synthetic Letter of Credit Hedging
Contract Fee.  The applicable Borrower also agrees to reimburse
the Prepetition Administrative Agent for the costs of any hedging contracts,
including any termination fee and mark-to-market cost (if any) incurred in
connection with such hedging contracts, in order to protect the Prepetition
Administrative Agent from currency exposure with respect to Synthetic Letters of
Credit denominated in currency other than Euro.

       

      (f)           Additional
Fees.  The U.S. Borrower has agreed to pay to the Agents and/or
Prepetition Arrangers additional fees, the amount and dates of payment of which
are embodied in the Fee Letters.

       

      Section
2.14           Payments
and Computations

       

      (a)           Except
as provided in this Section
2.14 (Payments and
Computations), each Borrower shall make each payment required to be made
by it hereunder (including fees and expenses) not later than 12:00 p.m.
(Local Time) on the day when due, in the currency specified herein (or, if no
currency is specified, in Dollars), to the Prepetition Administrative Agent at
its address referred to in Section 11.9 (Notices, Etc.) in immediately
available funds without set-off or counterclaim.  The Prepetition
Administrative Agent shall promptly thereafter cause to be distributed
immediately available funds relating to the payment of principal, interest or
fees to the applicable Prepetition Lenders, in accordance with the application
of payments set forth in Section 2.10(c) (Mandatory Prepayments) and in
clauses (f) or
(g) below, as
applicable, for the account of their respective Applicable Lending Offices;
provided, however, that amounts payable pursuant to Section 2.16 (Capital Adequacy), 2.17 (Taxes) or Section 2.15(c) (Increased 

       

      
        
          
          

        

        
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      Costs) or (d) (Illegality) shall be paid
only to the affected Prepetition Lender or Prepetition Lenders and amounts
payable with respect to Swing Loans shall be paid only to the Swing Loan
Lender.  Payments received by the Prepetition Administrative Agent
after 12:00 p.m. (Local Time) shall be deemed to be received on the next
Business Day.

       

      (b)           All
computations of interest and of fees shall be made by the Prepetition
Administrative Agent on the basis of a year of (i) 365 days for Base Rate
Loans and (ii) 360 days for Eurocurrency Loans, in each case, for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest and fees are
payable.  Each determination by the Prepetition Administrative Agent
of an interest rate hereunder shall be conclusive and binding for all purposes,
absent manifest error.

       

      (c)           Except
for Eurocurrency Loans which have been converted to Base Rate Loans denominated
in Dollars hereunder, each payment by the Borrowers in respect of any
Prepetition Loan or Reimbursement Obligation (including interest or fees in
respect thereof other than the Unused Commitment Fee) shall be made in the
currency in which such Prepetition Loan was made or such Letter of Credit was
issued.

       

      (d)           Whenever
any payment hereunder shall be stated to be due on a day other than a Business
Day, the due date for such payment shall be extended to the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be; provided, however, that if such
extension would cause payment of interest on or principal of any Eurocurrency
Rate Loan to be made in the next calendar month, such payment shall be made on
the immediately preceding Business Day.  All repayments made in
Dollars of any Prepetition Loans shall be applied as follows: first, to repay such
Prepetition Loans outstanding as Base Rate Loans and then, to repay such
Prepetition Loans outstanding as Eurocurrency Rate Loans, with those
Eurocurrency Rate Loans having earlier expiring Interest Periods being repaid
prior to those having later expiring Interest Periods.

       

      (e)           Unless
the Prepetition Administrative Agent shall have received notice from a Borrower
to the Prepetition Lenders prior to the date on which any payment is due
hereunder that such Borrower will not make such payment in full, the Prepetition
Administrative Agent may assume that such Borrower has made such payment in full
to the Prepetition Administrative Agent on such date and the Prepetition
Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each applicable Prepetition Lender on such due date an amount
equal to the amount then due such Prepetition Lender.  If and to the
extent that the such Borrower shall not have made such payment in full to the
Prepetition Administrative Agent, each applicable Prepetition Lender shall repay
to the Prepetition Administrative Agent forthwith on demand such amount
distributed to such Lender together with interest thereon at the Federal Funds
Rate, for the first Business Day, and, thereafter, at the rate applicable to
Base Rate Loans, for each day from the date such amount is distributed to such
Prepetition Lender until the date such Prepetition Lender repays such amount to
the Prepetition Administrative Agent.

       

      (f)           All
payments in respect of Swing Loans received by the Prepetition Administrative
Agent shall be distributed to the Swing Loan Lender; payments in respect of the
Dollar Revolving Loans received by the Prepetition Administrative Agent shall be
distributed to each Revolving Credit Lender on a pro rata basis in accordance
with the amount of the such 

       

      
        
          
          

        

        
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      Revolving
Loans held by it in respect of the aggregate outstanding Revolving Credit Loans
denominated in Dollars; payments in respect of Euro Revolving Loans received by
the Prepetition Administrative Agent shall be distributed to each Revolving
Credit Lender on a pro
rata basis in accordance with the amount of the Euro Revolving Loans held
by it in respect of the aggregate outstanding Euro Revolving Loans; payments in
respect of the Term Loans received by the Prepetition Administrative Agent shall
be distributed to each applicable Term Loan Lender in accordance with such
Lender’s Ratable Portion; and all payments of fees and all other payments in
respect of any other Obligation shall be allocated among such of the Prepetition
Lenders and Issuers as are entitled thereto and, for such payments allocated to
the Prepetition Lenders, in proportion to their respective Ratable
Portions.  Except for payments and other amounts applied in accordance
with the provisions of clause (g) below (or required to be
applied in accordance with
Section 2.10(c) (Mandatory Prepayments)), all payments and any other
amounts made to or received by any Agent, Prepetition Lender or Issuer from, or
for the benefit of, each Borrower shall be applied as follows, solely for the
account of such Borrower:

       

      (i)           to
pay interest on and then principal of any portion of the Prepetition Loans that
any Agent may have advanced on behalf of any Lender for which such Agent has not
then been reimbursed by such Prepetition Lender or such Borrower;

       

      (ii)           to
pay interest on and then principal of any Swing Loan;

       

      (iii)           to
pay Prepetition Obligations owed by such Borrower in respect of any expense
reimbursements or indemnities then due to the Agents;

       

      (iv)           to
pay Prepetition Obligations owed by such Borrower in respect of any expense
reimbursements or indemnities then due to the Prepetition Lenders and the
Issuers;

       

      (v)           to
pay Prepetition Obligations owed by such Borrower in respect of any fees then
due to the Agents, the Prepetition Lenders and the Issuers;

       

      (vi)           to
pay interest then due and payable in respect of the Prepetition Loans
and  Reimbursement Obligations, in each case, owed by such
Borrower;

       

      (vii)           to
pay or prepay principal amounts on the Prepetition Loans, Reimbursement
Obligations, Cash Management Obligations and Prepetition Obligations with
respect to Hedging Contracts, in each case, owed by such Borrower, and to
provide cash collateral for outstanding Letter of Credit Undrawn Amounts and
Synthetic L/C Undrawn Amounts in the manner described in Section 9.3Actions in Respect of Revolving
Letters of Credit), ratably to the aggregate principal amount of such
Loans, Reimbursement Obligations and Revolving Letter of Credit Undrawn Amounts,
Cash Management Obligations and Prepetition Obligations owing by such Borrower
with respect to Hedging Contracts; and

       

      (viii)          to
the ratable payment of all other Prepetition Obligations owed by such
Borrower;

       

      
        
          
          

        

        
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      provided, however, that if sufficient
funds are not available to fund all payments to be made in respect of any
Prepetition Obligation described in any of clauses (i), (ii), (iii), (iv),
(v), (vi), (vii) and (viii) above, the available funds being
applied with respect to any such Prepetition Obligation (unless otherwise
specified in such clause) shall be allocated to the payment of such Prepetition
Obligations ratably, based on the proportion of each Agent’s, Prepetition
Lender’s or Issuer’s interest in the aggregate outstanding Prepetition
Obligations described in such clause.  The order of priority set forth
in clauses (i), (ii),
(iii), (iv), (v), (vi), (vii) and (viii) above may at any time
and from time to time be changed by the agreement of the Requisite Lenders in
accordance with the terms hereof without necessity of notice to or consent of or
approval by the applicable Borrower or by any Person that is not a Prepetition
Lender; provided, however, that (i) the
order of priority set forth in clauses (i), (ii), (iii),
(iv) and (v) above may be changed only with the prior written
consent of the affected Agents in addition to that of the Requisite Lenders and
(ii) the order of priority set forth in clause (ii) above, may
be changed only with the prior written consent of the Swing Loan Lender in
addition to that of the Prepetition Lenders required by the terms hereof and the
Prepetition Administrative Agent.

       

      (g)           The
Borrowers hereby (i) irrevocably waive the right to direct the application
of any and all payments in respect of the Prepetition Obligations and any
proceeds of Collateral after the occurrence and during the continuance of an
Event of Default and (ii) agree that, notwithstanding the provisions of
Section 2.10(c) (Mandatory
Prepayments) and clause (f) above,
(A) the Prepetition Administrative Agent may, and, upon either (1) the
written direction of the Requisite Lenders or (2) the acceleration of the
Prepetition Obligations pursuant to Section 9.2 (Remedies),
shall, deliver a Blockage Notice to each Deposit Account Bank and (B) all
payments made to or received by any Secured Party constituting proceeds of
Foreign Collateral shall be applied solely to pay the Foreign Secured
Prepetition Obligations in the order of priority set forth in clauses (i) through
(viii) in Section 2.14(f) and all
payments made to or received by any Secured Party constituting proceeds of
Domestic Prepetition Collateral shall be applied as follows:

       

      (i)            to
pay interest on and then principal of any portion of the Revolving Loans
borrowed by the U.S. Borrower that any Agent may have advanced on behalf of any
Prepetition Lender for which such Agent has not then been reimbursed by such
Prepetition Lender or the U.S. Borrower;

       

      (ii)          
 to pay interest on and then principal of any Swing Loan;

       

      (iii)           to
pay Prepetition Domestic Secured Obligations in respect of any expense
reimbursements or indemnities then due to the Agents;

       

      (iv)           to
pay Prepetition Domestic Secured Obligations in respect of any expense
reimbursements or indemnities then due to the applicable Prepetition Lenders and
the Issuers;

       

      (v)           to
pay Domestic Secured Prepetition Obligations in respect of any fees then due to
the Agents, the Prepetition Lenders and the Issuers;

       

      
        
          
          

        

        
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      (vi)           to
pay interest then due and payable in respect of the Revolving Loans and
Revolving Letter of Credit Reimbursement Obligations and fees then due and
payable in respect of Synthetic L/C Reimbursement Obligations, in each case,
owed by the U.S. Borrower;

       

      (vii)           to
pay or prepay principal amounts on the Revolving Loans,  Revolving
Letter of Credit Reimbursement Obligations, Synthetic L/C Reimbursement
Obligations, to provide cash collateral for outstanding Revolving Letter of
Credit Undrawn Amounts in the manner described in Section 9.3Actions in Respect of Revolving
Letters of Credit), Cash Management Obligations and Prepetition
Obligations with respect to Hedging Contracts, in each case, owed by the U.S.
Borrower, ratably to the aggregate principal amount of such Revolving Loans,
Reimbursement Obligations, Synthetic L/C Reimbursement Obligations and Revolving
Letter of Credit Undrawn Amounts, Cash Management Obligations and Prepetition
Obligations owing with respect to Hedging Contracts, in each case, owed by the
U.S. Borrower;

       

      (viii)          to
pay interest then due and payable in respect of the Term Loans and Revolving
Letter of Credit Reimbursement Obligations, fees then due and payable in respect
of the Synthetic L/C Reimbursement Obligations owed by the Luxembourg
Borrower;

       

      (ix)           to
pay or prepay principal amounts on the Term Loans, Synthetic L/C Reimbursement
Obligations owed by the Luxembourg Borrower, Cash Management Obligations and
Obligations with respect to Hedging Contracts, ratably to the aggregate
principal amount of such Loans, Synthetic L/C Reimbursement Obligations, Cash
Management Obligations and Prepetition Obligations owing with respect to Hedging
Contracts; and

       

      (x)           to
the ratable payment of all other Prepetition Obligations;

       

      provided, however, that if sufficient
funds are not available to fund all payments to be made in respect of any
Prepetition Obligation described in any of clauses (i), (ii), (iii), (iv),
(v), (vi), (vii), (viii), (ix) and (x) above, the available
funds being applied with respect to any such Prepetition Obligation (unless
otherwise specified in such clause) shall be allocated to the payment of such
Prepetition Obligations ratably, based on the proportion of each Agent’s,
Prepetition Lender’s or Issuer’s interest in the aggregate outstanding
Obligations described in such clause.  The order of priority set forth
in clauses (i), (ii),
(iii), (iv), (v), (vi), (vii), (viii), (ix) and (x) above may
at any time and from time to time be changed by the agreement of the Requisite
Lenders in accordance with the terms hereof without necessity of notice to or
consent of or approval by the Borrowers or by any Person that is not a
Prepetition Lender; provided, however, that (i) the
order of priority set forth in clauses (i), (ii), (iii),
(iv) and (v) above may be changed only with the prior written
consent of the affected Agents in addition to that of the Requisite Lenders and
(ii) the order of priority set forth in clause (ii) above, may
be changed only with the prior written consent of the Swing Loan Lender in
addition to that of the Prepetition Lenders required by the terms hereof and the
Prepetition Administrative Agent.

       

      
        
          
          

        

        
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      (h)           At
the option of the Prepetition Administrative Agent, principal on the Swing
Loans, Revolving Letter of Credit Reimbursement Obligations, interest, fees,
expenses and other sums due and payable in respect of the Revolving Loans and
Protective Advances may be paid from the proceeds of Swing Loans or Revolving
Loans for the applicable Borrower.  The applicable Borrower hereby
authorizes the Swing Loan Lender to make Swing Loans pursuant to Section 2.3(a) (Swing Loans) and the
Revolving Credit Lenders to make Revolving Loans pursuant to Section 2.2(a) (Borrowing Procedures) from
time to time in the Swing Loan Lender’s or such Revolving Credit Lender’s
discretion, that are in the amounts of any and all principal due and payable by
the applicable Borrower with respect to the Swing Loans, interest, fees,
expenses and other sums due and payable in respect of the Revolving Loans by the
applicable Borrower and any and all sums in respect of the Protective Advances
made with respect to the applicable Borrower, and further authorizes the
Prepetition Administrative Agent to give the Revolving Credit Lenders notice of
any Borrowing with respect to such Swing Loans and Revolving Loans and to
distribute the proceeds of such Swing Loans and Revolving Loans to pay such
amounts.  The applicable Borrower agrees that all such Swing Loans and
Revolving Loans so made for such Borrower shall be deemed to have been requested
by it (irrespective of the satisfaction of the conditions in Section 3.2 (Conditions Precedent to Each
Prepetition Loan and Letter of Credit), which conditions the Revolving
Credit Lenders irrevocably waive) and directs that all proceeds thereof shall be
used to pay such amounts.

       

      Section
2.15          Special
Provisions Governing Eurocurrency Rate Loans

       

      (a)           Determination of Interest
Rate

       

      The
Eurocurrency Rate for each Interest Period for Eurocurrency Rate Loans that are
Prepetition Loans shall be determined by the Prepetition Administrative Agent
pursuant to the procedures set forth in the definition of “Eurocurrency
Rate.”  The Prepetition Administrative Agent’s determination
shall be presumed to be correct absent manifest error and shall be binding on
the Borrowers.

       

      (b)           Interest Rate Unascertainable,
Inadequate or Unfair

       

      In
the event that (i) the Prepetition Administrative Agent determines that
adequate and fair means do not exist for ascertaining the applicable interest
rates by reference to which the Eurocurrency Rate then being determined is to be
fixed or (ii) the Requisite Lenders notify the Prepetition Administrative
Agent that the Eurocurrency Rate for any Interest Period will not adequately
reflect the cost to the Lenders of making or maintaining such Prepetition Loans
for such Interest Period, the Prepetition Administrative Agent shall forthwith
so notify the Borrowers and the Prepetition Lenders, whereupon each Eurocurrency
Rate Loan shall automatically, on the last day of the current Interest Period
for such Prepetition Loan, convert into a Base Rate Loan denominated in Dollars
and the obligations of the Prepetition Lenders to make Eurocurrency Rate Loans
or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended
until the Prepetition Administrative Agent shall notify the Borrowers that the
Requisite Lenders have determined that the circumstances causing such suspension
no longer exist.

       

      (c)           Increased Costs

       

      
        
          
          

        

        
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      If
at any time any Prepetition Lender determines that the introduction of, or any
change in or in the interpretation of, any law, treaty or governmental rule,
regulation or order (other than (x) any change by way of imposition or
increase of reserve requirements included in determining the Eurocurrency Rate
and (y) any change in or in the interpretation of any law, treaty or
governmental rule, regulation or order relating to Taxes, Other Taxes or taxes
imposed on, or measured by, the net income or net profits of such Lender or
franchise taxes imposed on such Lender by the Governmental Authority of the
jurisdiction in which such Prepetition Lender has its principal office or in
which the Applicable Lending Office for the relevant Eurocurrency Rate Loan is
located, or by any other Governmental Authority other than a Governmental
Authority of a jurisdiction in which such Prepetition Lender would not be
subject to tax but for the execution and performance of this Agreement or any
other Prepetition Loan Document) or the compliance by such Lender with any
guideline, request or directive from any central bank or other Governmental
Authority (whether or not having the force of law), shall have the effect of
increasing the cost to such Prepetition Lender of agreeing to make or making,
funding or maintaining any Eurocurrency Rate Loans, then the Borrowers shall
from time to time, upon demand by such Prepetition Lender (with a copy of such
demand to the Prepetition Administrative Agent), pay to the Prepetition
Administrative Agent for the account of such Prepetition Lender additional
amounts sufficient to compensate such Prepetition Lender for such increased
cost.  A certificate as to the amount of such increased cost,
submitted to the Borrowers and the Prepetition Administrative Agent by such
Prepetition Lender, shall be conclusive and binding for all purposes, absent
manifest error.

       

      (d)           Illegality

       

      Notwithstanding
any other provision of this Agreement, if any Prepetition Lender determines that
the introduction of, or any change in or in the interpretation of, any law,
treaty or governmental rule, regulation or order after the Effective Date shall
make it unlawful, or any central bank or other Governmental Authority shall
assert that it is unlawful, for any Prepetition Lender or its Eurocurrency
Lending Office to make Eurocurrency Rate Loans or to continue to fund or
maintain Eurocurrency Rate Loans, then, on notice thereof and demand therefor by
such Prepetition Lender to the Borrowers through the Prepetition Administrative
Agent, (i) the obligation of such Prepetition Lender to make or to continue
Eurocurrency Rate Loans and to convert Base Rate Loans into Eurocurrency Rate
Loans shall be suspended, and each such Prepetition Lender shall make a Base
Rate Loan denominated in Dollars as part of any requested Borrowing of
Eurocurrency Rate Loans and (ii) if the affected Eurocurrency Rate Loans
are then outstanding, the Borrowers shall immediately convert each such Loan
into a Base Rate Loan denominated in Dollars.  If, at any time after a
Lender gives notice under this Section 2.15(d), such
Prepetition Lender determines that it may lawfully make Eurocurrency Rate Loans,
such Prepetition Lender shall promptly give notice of that determination to the
Borrowers and the Prepetition Administrative Agent, and the Prepetition
Administrative Agent shall promptly transmit the notice to each other
Prepetition Lender.  The Borrowers’ right to request, and such
Prepetition Lender’s obligation, if any, to make Eurocurrency Rate Loans shall
thereupon be restored.

       

      (e)           Breakage Costs

       

      
        
          
          

        

        
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      In
addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11 (Interest), each Borrowers
shall compensate each Prepetition Lender that has made a Prepetition Loan to
such Borrower, upon demand, for all losses, expenses and liabilities (including
any loss or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Prepetition Lender to fund or maintain
such Lender’s Eurocurrency Rate Loans to such Borrower but excluding any loss of
the Applicable Margin on the relevant Prepetition Loans) that such Prepetition
Lender may sustain (i) if for any reason a proposed Borrowing, conversion
into or continuation of Eurocurrency Rate Loans does not occur on a date
specified therefor in a Notice of Borrowing or a Notice of Conversion or
Continuation given by a Borrower or in a telephonic request by it for borrowing
or conversion or continuation or a successive Interest Period does not commence
after notice therefor is given pursuant to Section 2.12 (Conversion/Continuation
Option), (ii) if for any reason any Eurocurrency Rate Loan is
prepaid (including mandatorily pursuant to Section 2.10 (Mandatory Prepayments)) on a
date that is not the last day of the applicable Interest Period, (iii) as a
consequence of a required conversion of a Eurocurrency Rate Loan to a Base Rate
Loan as a result of any of the events indicated in clause (d) above or
(iv) as a consequence of any failure by the applicable Borrower to repay
Eurocurrency Rate Loans when required by the terms hereof.  The
Prepetition Lender making demand for such compensation shall deliver to such
Borrower concurrently with such demand a written statement as to such losses,
expenses and liabilities, and this statement shall be conclusive as to the
amount of compensation due to such Prepetition Lender, absent manifest
error.

       

      Section
2.16          Capital
Adequacy

       

      If
at any time any Prepetition Lender determines that (a) the adoption of, or
any change in or in the interpretation of, any law, treaty or governmental rule,
regulation or order after the Original Closing Date regarding capital adequacy,
(b) compliance with any such law, treaty, rule, regulation or order or
(c) compliance with any guideline or request or directive from any central
bank or other Governmental Authority (whether or not having the force of law)
shall have the effect of reducing the rate of return on such Prepetition
Lender’s (or any corporation controlling such Prepetition Lender’s) capital as a
consequence of its obligations hereunder or under or in respect of any Letter of
Credit to a level below that which such Prepetition Lender or such corporation
could have achieved but for such adoption, change, compliance or interpretation,
then, upon demand from time to time by such Prepetition Lender (with a copy of
such demand to the Prepetition Administrative Agent), the applicable Borrower
shall pay to the Prepetition Administrative Agent for the account of such
Prepetition Lender, from time to time as specified by such Prepetition Lender,
additional amounts sufficient to compensate such Prepetition Lender for such
reduction.  A certificate as to such amounts submitted to the
applicable Borrower and the Prepetition Administrative Agent by such Prepetition
Lender shall be conclusive and binding for all purposes absent manifest
error.

       

      Section
2.17          Taxes

       

      (a)           Except
as otherwise provided in this Section 2.17, any and
all payments by any Loan Party under each Prepetition Loan Document shall be
made free and clear of and without deduction for any and all present or future
taxes, levies, imposts, deductions, charges or withholdings, and all liabilities
with respect thereto, excluding (i) in the case of each Prepetition


       

      
        
          
          

        

        
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      Lender,
Issuer and Prepetition Agent, (A) taxes measured by its net income or net
profit and franchise taxes imposed on it, by the jurisdiction (or any political
subdivision thereof) under the laws of which such Prepetition Lender, Issuer or
Prepetition Agent (as the case may be) is organized or carries on business and
(B) except in the case of a Prepetition Lender, Prepetition Agent or Issuer
becoming a Prepetition Lender, Prepetition Agent or Issuer (as the case may be)
pursuant to the provisions of Section 2.18 (Substitution of
Lenders), any withholding taxes payable with respect to payments under
the Prepetition Loan Documents under laws (including any statute, treaty or
regulation) in effect on the Effective Date (or, in the case of (1) an
Eligible Assignee, the date of the Assignment and Acceptance, (2) a
successor Prepetition Agent, the date of the appointment of such Prepetition
Agent and (3) a successor Issuer, the date on which such Issuer becomes an
Issuer) applicable to such Prepetition Lender, Issuer or Prepetition Agent, as
the case may be, but not excluding any withholding taxes payable as a result of
any change in such laws occurring after the Effective Date (or, in the case of
(1) an Eligible Assignee, the date of the Assignment and Acceptance,
(2) a successor Prepetition Agent, the date of the appointment of such
Prepetition Agent and (3) a successor Issuer, the date on which such Issuer
becomes an Issuer) and (ii) in the case of each Prepetition Lender and each
Issuer, taxes measured by its net income or net profit and franchise taxes
imposed on it as a result of a present or former connection (other than a
connection arising solely from such Prepetition Lender’s or such Issuer’s having
executed, delivered or performed its obligations or received a payment under, or
enforced, this Agreement) between such Prepetition Lender or such Issuer and the
jurisdiction of the Governmental Authority imposing such tax or any taxing
authority thereof or therein (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities being hereinafter referred to
as “Taxes”).  If any
Taxes shall be required by law to be deducted from or in respect of any sum
payable under any Prepetition Loan Document to any Prepetition Lender, any
Issuer or any Prepetition Agent (w) the sum payable shall be increased as
may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 2.17) such
Prepetition Lender, such Issuer or such Prepetition Agent (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (x) the relevant Loan Party shall make such
deductions, (y) the relevant Loan Party shall pay the full amount deducted
to the relevant taxing authority or other authority in accordance with
applicable law and (z) the relevant Loan Party shall deliver to the
Prepetition Administrative Agent evidence of such payment.

       

      (b)           Any
and all payments made under this Agreement or under any other Prepetition Loan
Document which (in whole or in part) constitute consideration for Value Added
Tax (“VAT”) purposes shall be
deemed to be exclusive of any VAT which is chargeable on such
supply.  If VAT is chargeable on any supply made by the Issuer, a
Prepetition Agent or a Prepetition Lender (the “Supplier”) to any Borrower
in connection with this Agreement or under any other Prepetition Loan Document,
such Borrower shall pay to the relevant tax authorities or to the Supplier (as
appropriate and in addition to and at the same time as paying the consideration)
an amount equal to the amount of the VAT.  The Supplier shall then
promptly provide an appropriate VAT invoice to such party.

       

      (c)           In
addition, each Loan Party agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies of the United States or any political subdivision thereof or any
applicable non-United States jurisdiction, and all liabilities with respect
thereto, in each case, arising from any payment made under any 

       

      
        
          
          

        

        
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      Prepetition
Loan Document or from the execution, delivery or registration of, or otherwise
with respect to, any Prepetition Loan Document (collectively, “Other Taxes”).

       

      (d)           Except
as otherwise provided in this Section 2.17, each Loan
Party shall indemnify each Prepetition Lender, each Issuer and each Prepetition
Agent for the full amount of Taxes and Other Taxes (including any Taxes and
Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.17) paid by such
Prepetition Lender, such Issuer or such Prepetition Agent (as the case may be)
and any liability (including for penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were
correctly or legally asserted; provided, however, that such Loan
Party shall not have any obligation under this clause (d) to any
Prepetition Lender, any Issuer or any Prepetition Agent in respect of penalties,
interest and other similar liabilities attributable to such indemnified Taxes or
Other Taxes if such penalties, interest or other similar liabilities are caused
by or result from the gross negligence or willful misconduct of the Person
seeking indemnification under this clause (d), as
determined by a court of competent jurisdiction in a final non-appealable
judgment or order.  This indemnification shall be made within
30 days after the date such Lender, such Issuer or such Prepetition Agent
(as the case may be) makes written demand therefor.  Such written
demand shall set forth in reasonable detail the amount of such indemnification
and the calculation of such amount, and shall be presumed to be correct in the
absence of manifest error.  Where this Agreement or any other
Prepetition Loan Document requires any Borrower to reimburse the Issuer,
Prepetition Agent or Lender for any costs or expenses, such Borrower shall also
at the same time pay and indemnify such Issuer, Prepetition Agent or Lender
against all VAT incurred by such Issuer, Prepetition Agent or Prepetition Lender
in respect of the costs or expenses to the extent that such Issuer, Prepetition
Agent or Lender reasonably determines that it is not entitled to credit or
repayment from the relevant tax authority in respect of the VAT.

       

      (e)           Within
30 days after the date of any payment of Taxes or Other Taxes by any Loan
Party pursuant to this Section 2.17, the
applicable Borrower shall furnish to the Prepetition Administrative Agent, at
its address referred to in Section 11.9 (Notices,
Etc.), the original or a certified copy of a receipt evidencing payment
thereof, or other evidence of such payment reasonably satisfactory to the
Prepetition Administrative Agent.

       

      (f)           Without
prejudice to the survival of any other agreement of any Loan Party hereunder or
under the Guaranty, the agreements and obligations of such Loan Party contained
in this Section 2.17
shall survive the payment in full of the Prepetition
Obligations.

       

      (g)           (A) Prior
to the Effective Date in the case of each Non-U.S. Lender that is a Prepetition
Lender on or prior to such date, and on the date of the Assignment and
Acceptance pursuant to which it becomes a Prepetition Lender or on the date a
successor Issuer becomes an Issuer or on the date a successor Prepetition Agent
becomes a Prepetition Agent and from time to time thereafter if requested by the
U.S. Borrower or the Prepetition Administrative Agent, each Non-U.S. Lender that
is entitled at such time to an exemption from United States withholding tax, or
that is subject to such tax at a reduced rate under an applicable tax treaty,
shall provide the Prepetition Administrative Agent and the U.S. Borrower with
two completed originals of each of the following, as applicable:
(i) Form W-8ECI (claiming exemption from United States withholding tax
because the income is effectively connected with a U.S. trade or business) or
any successor form, (ii) Form W-8BEN (claiming exemption from, or a
reduction of, United States 

       

      
        
          
          

        

        
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      withholding
tax under an income tax treaty) or any successor form, (iii) in the case of
a Non-U.S. Lender claiming exemption under Sections 871(h) or 881(c) of the
Code, a Form W-8BEN (claiming exemption from United States withholding tax
under the portfolio interest exemption) or any successor form and a certificate
in form and substance reasonably satisfactory to the Prepetition Administrative
Agent to the effect that (1) such Non-U.S. Lender is not a “bank” for purposes of
Section 881(c)(3)(A) of the Code, is not subject to regulatory or other
legal requirements as a bank in any jurisdiction, and has not been treated as a
bank for purposes of any tax, securities law or other filing or submission made
to any Governmental Authority, any application made to a rating agency or
qualification for any exemption from any tax, securities law or other legal
requirements, (2) is not a ten percent (10%) shareholder for purposes
of Section 881(c)(3)(B) of the Code and (3) is not a controlled
foreign corporation receiving interest from a related person for purposes of
Section 881(c)(3)(C) of the Code or (iv) any other applicable form,
certificate or document prescribed by the IRS certifying as to such Non-U.S.
Lender’s entitlement to such exemption from United States withholding tax or
reduced rate with respect to all payments to be made to such Non-U.S. Lender
under the Prepetition Loan Documents. Each Non-U.S. Lender shall also provide to
the U.S. Borrower and the Prepetition Administrative Agent two completed copies
of the relevant forms (or successor forms), certificates or documents described
in clauses (i)
through (iv) of
the immediately preceding sentence on or before the date that the most recent
form, certificate or document previously provided expires or becomes obsolete,
or promptly after the occurrence of any event requiring a change in the most
recent form, certificate or document previously provided, certifying that such
Non-U.S. Lender is exempt from or entitled to a reduced rate of United States
withholding tax on payments made under any Prepetition Loan Document or to or
for such Non-U.S. Lender, unless a change in law (including, without limitation,
any change in treaty or regulation) has occurred prior to the date on which any
such delivery would otherwise be required that renders all such documentation
inapplicable or that would prevent such Non-U.S. Lender from duly completing and
delivering any documentation with respect to it.  Each Prepetition
Lender, each Prepetition Agent and each Issuer that is a United States person as
defined in Section 7701(a)(30) of the Code and that is not an “exempt
recipient” (as defined in Treasury Regulations Section 1.6049-4(c)) with
respect to which no withholding is required shall deliver, at the time(s) and in
the manner(s) described above with respect to the other forms referenced in
clauses (i)-(iv) of this clause (g) above, to the
U.S. Borrower and the Prepetition Administrative Agent (as applicable) a
properly completed and duly executed Form W-9 or any successor form,
certifying that such person is exempt from United States backup withholding tax
on payments made hereunder under the Prepetition Loan
Documents.  Unless the U.S. Borrower and the Prepetition
Administrative Agent have received, prior to making payment under any
Prepetition Loan Document to or for a Non-U.S. Lender, forms or other documents
satisfactory to them indicating that payments under any Prepetition Loan
Document are not subject to United States withholding tax or are subject to such
tax at a rate reduced by an applicable tax treaty, the U.S. Borrower or the
Prepetition Administrative Agent shall withhold amounts required to be withheld
by applicable Requirements of Law from such payments at the applicable statutory
rate.

       

      (A)           Prior
to the Effective Date in the case of each Prepetition Lender that is a
Prepetition Lender on or prior to such date, and on the date of the Assignment
and Acceptance pursuant to which it becomes a Prepetition Lender or on the date
a successor Issuer becomes an Issuer or on the date a successor Prepetition
Agent becomes a Prepetition Agent, and from time to time thereafter


       

      
        
          
          

        

        
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      if
requested by the applicable Borrower or the Prepetition Administrative Agent,
any Prepetition Lender, Issuer or Prepetition Agent that is entitled to an
exemption from or reduction of any non-United States withholding tax, or that is
subject to any such tax at a reduced rate under any applicable tax treaty to
which the non-United States jurisdiction imposing such withholding tax is a
party with respect to payments under this Agreement or any Prepetition Loan
Document shall deliver to the applicable Borrower (with a copy to the
Prepetition Administrative Agent), such properly completed and executed
documentation prescribed by applicable Requirements of Law as will permit such
payments to be made without withholding or at a reduced rate, provided that such
Prepetition Lender, Issuer or Prepetition Agent is legally entitled to complete,
execute and deliver such documentation and in such Person’s reasonable judgment
such completion, execution or submission would not materially prejudice the
legal position of such Person.

       

      (h)           Any
Prepetition Lender, Issuer or Prepetition Agent claiming any additional amounts
or indemnity payable pursuant to this Section 2.17 shall use its
reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its Applicable Lending Office if the
making of such a change would avoid the need for, or reduce the amount of, any
such additional amounts that would be payable or may thereafter accrue and would
not, in the sole determination of such Prepetition Lender, Issuer or Prepetition
Agent, be otherwise materially disadvantageous to such Person.

       

      (i)           For
any period with respect to which a Prepetition Lender, Issuer or Prepetition
Agent has failed to provide the applicable Borrower or the Prepetition
Administrative Agent with the appropriate form, certificate or document
described in Section 2.17(g), such
Person shall not be entitled to indemnification or increased amounts under Section 2.17(a) or
Section 2.17(d)
for any Taxes or Other Taxes imposed by reason of such failure.

       

      (j)           If
any Prepetition Lender, Issuer or Prepetition Agent determines in its sole
discretion that it has actually received any refund of tax in connection with
any deduction or withholding or payment of any additional amount by any Loan
Party pursuant to this Section 2.17, such
Person shall reimburse the applicable Loan Party in an amount equal to such
refund, after tax, and net of all expenses incurred by the such Person in
connection with such refund.  The applicable Loan Party shall return
such amount to the applicable Person in the event that such Person is required
to repay such refund of tax.  Nothing contained in this Section 2.17 shall
interfere with the right of each of the Prepetition Lenders, the Issuers and the
Prepetition Agents to arrange its tax affairs in whatever manner it thinks fit,
nor to disclose any information or any computations relating to its tax affairs
or to do anything that would prejudice its ability to benefit from other
credits, relief, remissions or repayments to which it may be
entitled.

       

      Section
2.18          Substitution
of Lenders

       

      (a)           In
the event that (i)(A) any Prepetition Lender makes a claim under Section 2.15(c) (Increased Costs) or Section 2.16 (Capital Adequacy),
(B) it becomes illegal for any Prepetition Lender to continue to fund or
make any Eurocurrency Rate Loan and such Prepetition Lender notifies the
applicable Borrower pursuant to Section 2.15(d) (Illegality), (C) a


       

      
        
          
          

        

        
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      Loan
Party is required to make any payment pursuant to Section 2.17 (Taxes) that is
attributable to a particular Prepetition Lender or (D) any Prepetition
Lender becomes a Non-Funding Prepetition Lender, (ii) in the case of
clause (i)(A) above, as a consequence of increased costs in respect of
which such claim is made, the effective rate of interest payable to such
Prepetition Lender under this Agreement with respect to its Loans materially
exceeds the effective average annual rate of interest payable to the Requisite
Lenders under this Agreement and (iii) in the case of clause (i)(A),
(B) and (C) above, Prepetition Lenders holding at least 75% of the
Revolving Credit Commitments, Lenders holding at least 75% of the Term Loan
Commitments, Prepetition Lenders holding at least 75% of the Synthetic L/C
Commitments are not subject to such increased costs or illegality, payment or
proceedings (any such Lender, an “Affected Lender”), the Borrowers may
substitute any Prepetition Lender and, if reasonably acceptable to the
Prepetition Administrative Agent, any other Eligible Assignee (a “Substitute
Institution”) for such Affected Lender hereunder, after delivery of a written
notice (a “Substitution Notice”) within a reasonable time (in any case not to
exceed 90 days) following the occurrence of any of the events described in
clauses (i)(A), (B), (C) or (D) above by the Borrowers to the
Prepetition Administrative Agent and the Affected Lender that the Borrowers
intend to make such substitution; provided, however, that, if more than one
Prepetition Lender claims increased costs, illegality or right to payment
arising from the same act or condition and such claims are received by the
Borrowers within 30 days of each other, then the Borrowers may substitute
all, but not (except to the extent the Borrowers have already substituted one of
such Affected Lenders before the Borrowers’ receipt of the other Affected
Lenders’ claim) less than all, Prepetition Lenders making such
claims.

       

      (b)           If
the Substitution Notice was properly issued under this Section 2.18, the Affected
Lender shall sell, and the Substitute Institution shall purchase, all rights and
claims of such Affected Lender under the Prepetition Loan Documents and the
Substitute Institution shall assume, and the Affected Lender shall be relieved
of, the Affected Lender’s Revolving Credit Commitments, Synthetic L/C
Commitments and all other prior unperformed obligations of the Affected Lender
under the Prepetition Loan Documents (other than in respect of any damages
(other than exemplary or punitive damages, to the extent permitted by applicable
law) in respect of any such unperformed obligations).  Such purchase
and sale (and the corresponding assignment of all rights and claims hereunder)
shall be effective on (and not earlier than) the later of (i) the receipt
by the Affected Lender of a payment in an amount equal to its Ratable Portion of
the Revolving Credit Outstandings, the Term Loans and Synthetic L/C Exposure,
together with any other Prepetition Obligations owing to it, (ii) the
receipt by the Prepetition Administrative Agent of an agreement in form and
substance satisfactory to it and the Borrowers whereby the Substitute
Institution shall agree to be bound by the terms hereof and (iii) the
payment in full to the Affected Lender in cash of all fees, unreimbursed costs
and expenses and indemnities accrued and unpaid through such effective
date.  Upon the effectiveness of such sale, purchase and assumption,
the Substitute Institution shall become a “Lender” hereunder for all
purposes of this Agreement having a Prepetition Commitment in the amount of such
Affected Lender’s Prepetition Commitment assumed by it and such Prepetition
Commitment of the Affected Lender shall be terminated; provided, however, that all indemnities
under the Prepetition Loan Documents shall continue in favor of such Affected
Lender.

       

      (c)           Each
Prepetition Lender agrees that, if it becomes an Affected Lender and its rights
and claims are assigned hereunder to a Substitute Institution pursuant to this
Section 

       

      
        
          
          

        

        
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      2.18, it shall execute and
deliver to the Prepetition Administrative Agent an Assignment and Acceptance to
evidence such assignment, together with any Note (if such Loans are evidenced by
a Note) evidencing the Prepetition Loans subject to such Assignment and
Acceptance; provided,
however, that the
failure of any Affected Lender to execute an Assignment and Acceptance shall not
render such assignment invalid.

       

      Section
2.19          Impact of the
Cases and the DIP Facilities on the Prepetition Facilities

       

      Notwithstanding
any other provision of this Agreement, as provided in the Orders, if the
Prepetition Administrative Agent or any Prepetition Lender shall at any time
after Petition Date receive any payment or distribution of any kind (whether in
cash, property or securities) in respect of the Prepetition Obligations, such
payment or distribution shall be held by such Prepetition Administrative Agent
or such Prepetition Lender in trust for the benefit of the person(s) entitled to
such payment or distribution pursuant to the Orders of the Bankruptcy Court and
shall be promptly paid over and delivered to or as instructed by, the DIP
Administrative Agent, in the form received but with any necessary
endorsements.

       

      ARTICLE
II.A.


       

      The
DIP Facilities

       

      The
obligation of the DIP Lenders to make the DIP Loans shall be as set forth below,
unless the DIP Lenders otherwise consent in writing in accordance with the terms
of Section 11.1.A
(which consent may be given with respect to definitions or portions of
definition used in this Article II.A):

       

      Section
2.1.A         DIP Loans

       

      (a)           New Money DIP Term
Loans.

       

      (i)           On
the terms and subject to the conditions contained in this Agreement, each New
Money Dollar DIP Lender set forth on Part B of Schedule I severally agrees to make
loans (each a “New Money
Dollar DIP Term
Loan”) in (A) Dollars to the Luxembourg Borrower or (B) Dollars
to the U.S. Borrower as follows: (i) on the DIP Effective Date, in an
aggregate amount not to exceed such DIP Lender’s Initial New Money DIP Term Loan
Commitment and (ii) on the DIP Final Effective Date, in an aggregate amount
not to exceed such DIP Lender’s New Money DIP Term Loan
Commitment.  Amounts of any New Money Dollar DIP Term Loan prepaid may
not be reborrowed.

       

      (ii)           On
the terms and subject to the conditions contained in this Agreement, each New
Money Euro DIP Lender set forth on Part B of Schedule I severally agrees to make
loans (each a “New Money Euro
DIP Term Loan”)
in Euros to the Luxembourg Borrower as follows: (i) on the DIP Effective
Date, in an aggregate amount not to 

       

      
        
          
          

        

        
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      exceed
such DIP Lender’s Initial New Money DIP Term Loan Commitment and (ii) on
the DIP Final Effective Date, in an aggregate amount not to exceed such DIP
Lender’s New Money DIP Term Loan Commitment.  Amounts of any New Money
Euro DIP Term Loan prepaid may not be reborrowed.

       

      (iii)           After
giving effect to (i) the Initial New Money DIP Term Loans on the DIP Effective
Date, the aggregate outstanding principal amount of the New Money DIP Term Loans
shall not exceed the Dollar Equivalent of $30,000,000 plus any interest
that has capitalized pursuant to Section 2.11.A(c) and (ii)
the Final New Money DIP Term Loans on the DIP Final Effective Date, aggregate
outstanding principal amount of the Final New Money DIP Term Loans shall not
exceed the Dollar Equivalent of $80,000,000 minus the amount of
Initial New Money DIP Term Loans loaned on the DIP Effective Date plus any interest
that has capitalized pursuant to Section
2.11.A(c).

       

      (b)           Roll-Up Loans.  On
the terms and subject to the conditions contained in this Agreement and in the
Orders, Prepetition Loans held by the Prepetition Lenders shall be substituted
and deemed exchanged for (and deemed prepaid by) Roll-Up Loans as
follows:

       

      (i)           An
aggregate principal amount up to $80,000,000 (or the Dollar Equivalent thereof)
of Prepetition Loans (as such aggregate principal amount may be increased
pursuant to Section 2.3.A
and plus
any interest that has capitalized pursuant to Section 2.11.A(c)) made to
the Borrowers held by the Senior Roll-Up Lenders (or their respective
Affiliates) shall be available for substitution and deemed exchange for (and
deemed prepaid by) Roll-Up Loans. These Roll-Up Loans will be calculated such
that (x) as of the Roll-Up Loan Elevation Date for each $1 (or the Dollar
Equivalent thereof) of New Money DIP Term Loan made by such Senior Roll-Up
Lender on and prior to the Roll-Up Loan Elevation Date, $1 (or the Dollar
Equivalent thereof) of such Senior Roll-Up Lender’s (or its Affiliates)
Prepetition Loans shall be substituted and deemed exchanged for (and deemed
prepaid by) and deemed to be DIP Loans with the same Borrower hereunder and (y)
on each DIP Borrowing Date after the Roll-Up Loan Elevation Date, for each $1
(or the Dollar Equivalent thereof)of New Money DIP Term Loan made by such Senior
Roll-Up Lender on such DIP Borrowing Date, $1 (or the Dollar Equivalent thereof)
of such Senior Roll-Up Lender’s (or its Affiliates) Prepetition Loans shall be
substituted and deemed exchanged for (and deemed prepaid by) and deemed to be
DIP Loans hereunder (the
“Senior Roll-Up Loans”) and, in each case, the Borrower under the
Prepetition Loan deemed exchanged (and deemed prepaid by) the Senior Roll-Up
Loan shall be the Borrower under such Senior Roll-Up Loan.

       

      (ii)           In
no event shall any Roll-Up Lender’s amount of Roll-Up Loans as of the DIP Final
Effective Date exceed the aggregate principal amount of Prepetition Loans that
were beneficially owned by such Roll-Up Lender on the DIP Effective
Date.

       

      (iii)           Prior
to the Roll-Up Loan Elevation Date, for all purposes (unless expressly set forth
to the contrary in the Loan Documents) the Roll-Up Loans of each Roll-Up Lender
shall be considered Prepetition Loans and each Roll-Up Lender shall be
considered a Prepetition Lender in respect of such Roll-Up Loans. On and after
the Roll-Up Loan Elevation Date, for all purposes (unless expressly set forth to
the contrary in the Loan Documents) the Roll-Up Loans of each Roll-Up Lender
shall be considered DIP 

       

      
        
          
          

        

        
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      Loans
and each Roll-Up Lender shall be considered a DIP Lender in respect of such
Roll-Up Loans.

       

      (iv)           For
the avoidance of doubt, each Roll-Up Lender shall have the right to designate
which of its Prepetition Loans that it wishes to convert into a Roll-Up Loan;
provided that
Prepetition Loans denominated in Euros shall be converted into Roll-Up Loans
denominated in Dollars at the Dollar Equivalent on the Roll-Up Loan Elevation
Date and Prepetition Loans denominated in Dollars shall be converted into
Roll-Up Loans denominated in Dollars.

       

      Section
2.2.A         Borrowing Procedures for
New Money DIP Term Loan Borrowings

       

      (a)           Each
New Money DIP Term Loan Borrowing shall be made upon receipt of a Notice of New
Money DIP Term Loan Borrowing given by the applicable Borrower to the DIP
Administrative Agent not later than 12:00 p.m. (New York City time) (i) in
the case of Initial New Money DIP Term Loans, one Business Day prior to the DIP
Effective Date, or (ii) in the case of all other New Money DIP Term Loans, three
Business Days prior to the DIP Borrowing Date.  The Notice of
Borrowing shall specify (A) the DIP Effective Date or the DIP Final
Effective Date, (B) the aggregate amount of such proposed New Money DIP
Term Loan Borrowing (provided
that, the maximum aggregate amount of the proposed New Money DIP Term
Loan Borrowing on the DIP Effective Date shall be $30,000,000 or the Dollar
Equivalent thereof) (C) whether such proposed New Money DIP Term Loan Borrowing
is for New Money Dollar DIP Term Loans or New Money Euro DIP Term Loans (or, if
both, the breakdown between them) and (C) the Interest Period
therefor.  The New Money DIP Term Loan shall be made as a Eurocurrency
Rate Loan unless, subject to Section 2.15.A (Special Provisions Governing
Eurocurrency Rate Loans, the Notice of New Money DIP Term Loan Borrowing
specifies  that all or a portion thereof shall be Base Rate Loans
pursuant to Section
2.1A(a).

       

      (b)           The
DIP Administrative Agent shall give to each applicable DIP Lender prompt notice
of the receipt of a New Money DIP Term Loan Notice of Borrowing and, if
Eurocurrency Rate Loans are properly requested in such New Money DIP Term Loan
Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.15.A(a)(Determination of Interest
Rate).  Each applicable DIP Lender shall, before
12:00 p.m. (Local Time) on the date of the proposed New Money DIP Term Loan
Borrowing, make available to the DIP Administrative Agent at its address
referred to in Section 11.9
(Notices, Etc.), in immediately available funds, such New Money DIP
Lender’s Ratable Portion of such proposed New Money DIP Term Loan
Borrowing.  Upon fulfillment (or due waiver in accordance with Section 11.1.A (Amendments, Waivers,
Etc.)) on the applicable DIP Borrowing Date, of the applicable conditions
set forth in Section 3.4
(Conditions Precedent to Initial DIP Loans), Section 3.6 (Conditions
Precedent to Final DIP Loans) and Section 3.7 (Conditions Precedent to all
DIP Loans), and after the DIP Administrative Agent’s receipt of such
funds, the DIP Administrative Agent shall make such funds available to the
applicable Borrower.

       

      (c)           Unless
the DIP Administrative Agent shall have received notice from an applicable New
Money DIP Lender prior to the date of any proposed Borrowing that such Lender
will not make available to the DIP Administrative Agent such Lender’s Ratable
Portion 

       

      
        
          
          

        

        
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      of
such New Money DIP Term Loan Borrowing (or any portion thereof), the DIP
Administrative Agent may assume that such New Money DIP Lender has made such
Ratable Portion available to the DIP Administrative Agent on the date of such
New Money DIP Term Loan Borrowing in accordance with this Section 2.2.A and the DIP
Administrative Agent may, in reliance upon such assumption, make available to
the applicable Borrower on such date a corresponding amount.  If and
to the extent that such New Money DIP Lender shall not have so made such Ratable
Portion available to the DIP Administrative Agent, such New Money DIP Lender and
such Borrower severally agree to repay to the DIP Administrative Agent forthwith
on demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to such Borrower until the date such
amount is repaid to the DIP Administrative Agent, at (i) in the case of the
Borrower, the interest rate applicable at the time to the New Money DIP Term
Loans comprising such Borrowing and (ii) in the case of such New Money DIP
Lender, the Federal Funds Rate for the first Business Day and thereafter at the
interest rate applicable at the time to the New Money DIP Term Loans comprising
such Borrowing.  If such Lender shall repay to the DIP Administrative
Agent such corresponding amount, such corresponding amount so repaid shall
constitute such New Money DIP Lender’s Loan as part of such Borrowing for
purposes of this Agreement.  If the applicable Borrower shall repay to
the DIP Administrative Agent such corresponding amount, such payment shall not
relieve such New Money DIP Lender of any obligation it may have hereunder to
such Borrower.

       

      (d)           The
failure of any New Money DIP Lender to make the New Money DIP Term Loan or any
payment required by it on the date specified (a “Non-Funding New Money DIP
Lender”), shall not relieve any other New Money DIP Lender of its
obligations to make such Loan or payment on such date but no such other Lender
shall be responsible for the failure of any Non-Funding New Money DIP Lender to
make a New Money DIP Term Loan or payment required under this
Agreement.

       

      Section
2.3.A          Incremental New
Money DIP Term Loans and Commitments.

       

      (a)           At
any time and from time to time during the period from the DIP Final Effective
Date to and including DIP Loan Maturity Date, the Borrowers may request by
written notice to the DIP Administrative Agent and the New Money DIP Lenders new
money term loans in addition to the Initial New Money DIP Term Loans and the
Final New Money DIP Term Loans, that if made shall be New Money DIP Term Loans
(each such request an “Incremental New Money DIP Term Loan
Request”). Each Incremental New Money DIP Term Loan Request shall set
forth: (i) the aggregate principal amount of the new money term loans being
requested (such new money term loans, the “Incremental New Money DIP Term
Loans”), (ii) the proposed borrowing date of such Incremental New Money
DIP Term Loans, which shall be at least ten (10) Business Days thereafter (each
such date an “Incremental DIP
Loan Borrowing Date”) and (iii) the Borrower’s proposed financial terms
for such Incremental New Money DIP Term Loans; provided that the
maturity date of any Incremental New Money DIP Term Loans shall be the Stated
Maturity Date and all Incremental New Money DIP Term Loans shall not
amortize.

       

      (b)           Upon
receipt of an Incremental New Money DIP Term Loan Request:

       

      (i)           The
Requisite DIP Lenders shall approve or disapprove the Incremental New Money DIP
Term Loan Request within three (3) Business Days by 

       

      
        
          
          

        

        
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      notice
to the Borrowers, the DIP Administrative Agent and the New Money DIP Lenders.
The Requisite DIP Lenders and the Borrower may negotiate modifications to the
Incremental New Money DIP Term Loan Request during such period.

       

      (ii)           
If the Requisite DIP Lenders approve the Incremental New Money DIP Term Loan
Request, participation in the commitments for the Incremental New Money DIP Term
Loans (the “Incremental New Money DIP Term Loan
Commitments”) shall be open to all New Money DIP Lenders (or their
Affiliates) as of the date of the applicable Incremental New Money DIP Term Loan
Request in accordance with each New Money DIP Lender’s Ratable Portion of the
then-current New Money DIP Term Loan Commitments.

       

      (iii)           Each
New Money DIP Lender shall notify the DIP Administrative Agent by the date that
is four (4) Business Days before the proposed Incremental DIP Loan Borrowing
Date of (i) whether such New Money DIP Lender will accept an Incremental New
Money DIP Term Loan Commitment in the amount of its Ratable Portion of the
proposed Incremental New Money DIP Term Loans (and, if not, how much (if any) of
its Ratable Portion thereof it is willing to so accept) and (ii) if the total of
Incremental New Money DIP Term Loan Commitments accepted by the New Money DIP
Lenders is less than the aggregate principal amount requested by the Borrowers
in the Incremental New Money DIP Term Loan Request (a “Commitment Shortfall”),
whether such New Money DIP Lender may be willing to agree to an Incremental New
Money DIP Term Loan Commitment in excess of its Ratable Portion thereof (each
New Money DIP Lender so willing, a “Shortfall Lender”). If a New
Money DIP Lender does not provide such notice to the DIP Administrative Agent by
the date that is four (4) Business Days before the proposed Incremental DIP Loan
Borrowing Date, such New Money DIP Lender shall be deemed to have declined to
provide an Incremental New Money DIP Term Loan Commitment.

       

      (iv)           If
there is a Commitment Shortfall, the DIP Administrative Agent shall immediately
notify each Shortfall Lender of such Commitment Shortfall and such Shortfall
Lender shall have the opportunity to participate in the Commitment Shortfall
ratably in accordance with each such Shortfall Lender’s Ratable Portion of the
then-current New Money DIP Term Loan Commitments (for the purposes of
determining Ratable Portion solely in this instance, excluding all other New
Money DIP Lenders who are not Shortfall Lenders), and each Shortfall Lender
shall notify the DIP Administrative Agent by the date that is two (2) Business
Days before the proposed Incremental DIP Loan Borrowing Date of whether such
Shortfall Lender will accept an additional Incremental New Money DIP Term Loan
Commitment in the amount of its Ratable Portion of the Commitment Shortfall
(and, if not, how much (if any) of its Ratable Portion thereof it is willing to
so accept). If a Shortfall Lender does not provide such notice to the DIP
Administrative Agent by the date that is two(2) Business Days before the
proposed Incremental DIP Loan Borrowing Date, such Shortfall Lender shall be
deemed to have declined to provide an additional Incremental New Money DIP Term
Loan Commitment.

       

      
        
          
          

        

        
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      (c)           Upon
the acceptance of one or more Incremental New Money DIP Term Loan Commitments
pursuant to Sections
2.03A(b)(iii) and (iv), the following provisions shall
apply:

       

      (i)           On
the terms and subject to the conditions contained in this Agreement, each New
Money DIP Lender holding an Incremental New Money DIP Term Loan Commitment (an
“Incremental New Money DIP
Term Lender”) shall make Incremental New Money DIP Term
Loans  in (A) Dollars (in the case of Incremental New Money DIP Term
Loans that are Eurocurrency Rate Loans, with Interest Periods ending on the
dates of any Interest Period of any then outstanding Incremental New Money DIP
Term Loans) (at the applicable New Money DIP Lender’s discretion) to the
Luxembourg Borrower or (B) Dollars to the U.S. Borrower on each Incremental DIP
Loan Borrowing Date, in an aggregate amount not to exceed such Incremental New
Money DIP Term Lender’s Incremental New Money DIP Term Loan
Commitment.

       

      (ii)           The
Incremental New Money DIP Term Loans made pursuant to this Section 2.03A shall be deemed
to be New Money DIP Term Loans and each Incremental New Money DIP Term Lender
shall be a “New Money DIP Lender” for all purposes of this
Agreement.

       

      (iii)           Each
New Money DIP Lender’s Incremental New Money DIP Term Loan Commitment shall form
part of such New Money DIP Lender’s New Money DIP Term Loan Commitment, and such
New Money DIP Lender’s Senior Roll-Up Entitlement shall automatically increase
accordingly.

       

      (d)           Anything
herein to the contrary notwithstanding, the following conditions and provisions
shall be applicable in relation to the Incremental New Money DIP Term Loan
Commitments:

       

      (i)           The
maximum aggregate amount of the Incremental New Money DIP Term Loan Commitments
to be implemented pursuant to this Section 2.03A shall be the
Dollar Equivalent of $20,000,000.

       

      (ii)           Immediately
after giving effect to each Incremental New Money DIP Term Loan, (A) the
aggregate outstanding principal amount of the New Money DIP Term Loans shall not
exceed $100,000,000 (or the Dollar Equivalent thereof as of the date such loan
was made) plus
any interest that has capitalized pursuant to Section 2.11.A(c), and (B)
the aggregate amount of the Incremental New Money DIP Term Loans shall not
exceed the Dollar Equivalent of $20,000,000 plus any interest
that has capitalized pursuant to Section
2.11.A(c).

       

      (iii)           The
proceeds of any Incremental New Money DIP Term Loans made on the relevant
Incremental DIP Loan Borrowing Date shall be used in accordance with Section 4.13A.

       

      (iv)           If
a Borrower, pursuant to an Incremental New Money DIP Term
Loan  Request, requests the New Money DIP Lenders to provide the
Incremental New Money DIP Term Loans on financial terms that are more favorable
than the existing 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      terms
for the New Money DIP Term Loans, and any New Money DIP Lenders agree to provide
Incremental New Money DIP Term Loan Commitments in response to such Incremental
New Money DIP Term Loan  Request, any New Money DIP Lenders shall be
entitled to an adjustment of the existing financial terms for the New Money DIP
Term Loans on the same basis. Such adjustment of terms shall be effected by way
of an amendment to this Agreement.

       

      (v)           Without
the consent of any Lender, the DIP Administrative Agent may effect such
non-substantive amendments to this Agreement and the other Loan Documents as may
be necessary or appropriate, in the reasonable opinion of the DIP Administrative
Agent to effect the provisions of this Section 2.03A.

       

      (vi)           Immediately
after giving effect to the applicable Incremental New Money DIP Term Loan, no
Default or Event of Default shall have occurred and be continuing.

       

      (e)           Nothing
in this Agreement shall be construed to obligate any New Money DIP Lender to
provide any Incremental New Money DIP Term Loan Commitment (except to the extent
as shall have been previously agreed by such New Money DIP Lender for the
benefit of the Borrowers pursuant to Sections 2.03A(b)(iii) and
(iv) above).

       

      Section
2.4.A         DIP Collateral
Account

       

      The
proceeds of each New Money DIP Term Loans shall be disbursed into the DIP
Collateral Accounts and shall be released from the DIP Collateral Accounts to
the Borrowers in accordance with the DIP Depositary Agreement.

       

      Section
2.5.A        [Reserved]

       

      Section
2.6.A        [Reserved]

       

      Section
2.7.A         Repayment of the DIP
Loans

       

      The
Borrowers promise to repay the entire unpaid principal amount of the DIP Loans
(including, for the avoidance of doubt, the Roll-Up Loans) on (a) the DIP Loan
Maturity Date or earlier, if otherwise required by the terms hereof or (b) upon
consummation of each of the transactions, actions, proceedings and cases
contemplated by the Plan Term Sheet in accordance with the terms of the Plan
Term Sheet.

       

      Section
2.8.A          Evidence of
Debt

       

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

       

      (b)           In
the case of the DIP Loans, the DIP Administrative Agent shall establish and
maintain a Register pursuant to Section 11.2(c) (Assignments
and Participations) and 

       

      
        
          
          

        

        
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      accounts
therein in accordance with its usual practice in which it shall record
(A) the amount of each applicable DIP Loan made and, if a Eurocurrency Rate
Loan, the Interest Period applicable thereto, (B) the amount of any
principal or interest due and payable and paid by any Borrower to each
applicable DIP Lender hereunder and (C) the amount of any sum received by
the DIP Administrative Agent hereunder from any Borrower, whether such sum
constitutes principal or interest (and the type of DIP Loan to which it
applies), fees, expenses or other amounts due under the DIP Loan Documents and
each DIP Lender’s share thereof, if applicable.

       

      (c)           The
entries made in the accounts maintained pursuant to clauses (a) and (b) above shall, to the
extent permitted by applicable law, be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided, however, that the failure of
any DIP Lender or the DIP Administrative Agent to maintain such accounts or any
error therein shall not in any manner affect the obligations of each Borrower to
repay the DIP Loans owing by such Borrower in accordance with their
terms.

       

      (d)           Notwithstanding
any other provision of this Agreement, in the event that any DIP Lender requests
that any Borrower execute and deliver a promissory note or notes payable to such
DIP Lender in order to evidence the Indebtedness owing to such DIP Lender by
such Borrower hereunder, such Borrower shall promptly execute and deliver a DIP
Note or DIP Notes to such Lender evidencing any New Money DIP Term Loans and
Roll-Up Loans, as the case may be, of such DIP Lender, substantially in the
forms of Exhibit B-3(Form
of New Money DIP Term Loan Note) or Exhibit B-4(Form of Roll-Up Loan
Note), as applicable.

       

      Section
2.9.A          Optional
Prepayments and Reductions in New Money DIP Term Commitments

       

      (a)           The
Borrowers shall have no right to prepay the principal amount of any DIP Loan or
reduce the amount of any New Money DIP Term Loan Commitment unless (i) with
the prior written consent of the Requisite DIP Lenders, in their sole discretion
or (ii) as otherwise allowed in conjunction with a Sale Transaction
acceptable to the Requisite DIP Lenders in their sole discretion.

       

      Section
2.10.A        Mandatory
Prepayments

       

      Except
as otherwise duly waived in accordance with Section 11.1A (Amendments, Waivers,
Etc.):

       

      (a)           If
any of the Obligors, any trustee, any examiner with expanded powers or any
responsible officer subsequently appointed (or in the case of clause (iv) below, the DIP
Administrative Agent), shall:

       

      (i)           obtain
credit or incur Indebtedness pursuant to section 364(b), 364(c) or 364(d)
of the Bankruptcy Code in violation of the terms of this Agreement or the Final
Order or otherwise obtain credit or incur Indebtedness (other than Indebtedness
that is permitted under Section 8.1
(Indebtedness));

       

      
        
          
          

        

        
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      (ii)           receive
Net Cash Proceeds arising from an Asset Sale or Property Loss Event occurring
after the Petition Date, except for Asset Sales permitted under Section 8.4A;

       

      (iii)           receive
Net Cash Proceeds from the incurrence or issuance of equity after the Petition
Date;

       

      (iv)           receive
amounts transferred by the DIP Depositary to the DIP Administrative Agent in
accordance with Section 3.7(c) of the Depositary Agreement,

       

      the
Borrowers shall immediately prepay or cause to be prepaid the DIP Loans in an
amount equal to 100% of such credit, Indebtedness or Net Cash Proceeds or
amounts.  Any such mandatory prepayment shall be applied in accordance
with clause (b)
below.

       

      (b)           Subject
to the provisions of Section 2.14.A(f)
and
Section 2.14.A(g) (Payments and Computations) in
the case clauses (a)(i)-(iii)
above, any prepayments made by any Borrower and required to be applied in
accordance with this clause 2.10A shall be
applied in the following order: first, to the outstanding
principal amount of the New Money DIP Term Loans in the order specified by the
Borrowers until the New Money DIP Term Loans shall have been prepaid in full;
second, after the
Roll-Up Loan Elevation Date, to repay the outstanding principal balance of the
Senior Roll-Up Loans until such Senior Roll-Up Loans shall have been repaid in
full; third, to the
extent the Prepetition Loans have been granted “adequate protection” liens
granted by the Bankruptcy Court, to repay the outstanding principal balance of
such Prepetition Loans until such Prepetition Loans shall have been paid in
full; and fifth, to the
extent Prepetition Loans have not been granted “adequate protection” liens by
the Bankruptcy Court, to repay the outstanding principal balance of such
Prepetition Loans until such Prepetition Loans shall have been paid in
full.

       

      Section
2.11.A        Interest

       

      (a)           Rate of
Interest.

       

      (i)           All
DIP Loans shall be made as Base Rate Loans or Eurocurrency Rate
Loans;

       

      (ii)           All
DIP Loans and the outstanding amount of all other DIP Obligations shall bear
interest, in the case of DIP Loans, on the unpaid principal amount thereof from
the date such DIP Loans are made and, in the case of such other DIP Obligations,
from the date such other DIP Obligations are due and payable until, in all
cases, paid in full, except as otherwise provided in clause (d) below, as
follows:

       

      (A)           if
a Base Rate Loan or such other DIP Obligation, at a rate per annum equal to the sum of
(x) the Base Rate as in effect from time to time, (y) the DIP
Applicable Margin and (z) the DIP Supplemental Applicable Margin;
and

       

      (B)           if
a Eurocurrency Rate Loan, at a rate per annum equal to the sum of
(w) the Eurocurrency Rate determined for the applicable Interest


       

      
        
          
          

        

        
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      Period,
(x) the DIP Applicable Margin in effect from time to time, (y) the DIP
Supplemental Applicable Margin and (z) in the case of any DIP Loan made by
a DIP Lender located in the United Kingdom, Mandatory Costs.

       

      (b)           Interest
Payments.  Subject to clause (c) below, for all DIP Loans and
other DIP Obligations: (i) interest accrued on each Base Rate Loan shall be
payable in arrears (A) on the first Business Day of each calendar quarter
commencing on the first such day following the making of such Base Rate Loan and
(B) if not previously paid in full, at maturity (whether by acceleration or
otherwise) of such Base Rate Loan, (ii) interest accrued on each
Eurocurrency Rate Loan shall be payable in arrears (A) on the last day of
each Interest Period applicable to such DIP Loan and, if such Interest Period
has a duration of more than three months, on each day during such Interest
Period occurring every three months from the first day of such Interest Period,
(B) upon the payment or prepayment thereof in full or in part and
(C) if not previously paid in full, at maturity (whether by acceleration or
otherwise) of such Eurocurrency Rate Loan and (iii) interest accrued on the
amount of all other DIP Obligations shall be payable on demand from and after
the time such DIP Obligation becomes due and payable (whether by acceleration or
otherwise).

       

      (c)           Capitalization of
Interest.  Interest on each DIP Loan owing to each DIP Lender
that is attributable to the DIP Supplemental Applicable Margin shall be
capitalized on the dates specified in clause (b) above and added to
the outstanding principal amount of such DIP Loan from the date of such DIP Loan
until such principal amount shall be paid in full.

       

      (d)           Default
Interest.  Notwithstanding the rates of interest specified in
clause (a) above or
elsewhere herein, effective immediately upon the occurrence of an Event of
Default and for as long thereafter as such Event of Default shall be continuing,
the principal balance of all DIP Loans and the amount of all other DIP
Obligations then due and payable shall bear interest at a rate that is two
percent (2%) per
annum in excess of the rate of interest applicable to such DIP Loans or
other DIP Obligations from time to time.

       

      Section
2.12.A        Conversion/Continuation
Option

       

      (a)           For
any DIP Loan, any Borrower may elect (i) at any time on any Business Day to
convert Base Rate Loans or any portion thereof to Eurocurrency Rate Loans and
(ii) at the end of any applicable Interest Period, to convert Dollar
Eurocurrency Rate Loans or any portion thereof into Base Rate Loans or to
continue such Eurocurrency Rate Loans or any portion thereof for an additional
Interest Period; provided, however, that the aggregate
amount of the Eurocurrency Rate Loans for each Interest Period must be in the
amount that is not less than the applicable Minimum Currency
Threshold.  Each conversion or continuation shall be allocated among
the DIP Loans of each DIP Lender in accordance with such DIP Lender’s Ratable
Portion.  Each such election shall be in substantially the form of
Exhibit F (Form of Notice of Conversion or
Continuation) (a “Notice of Conversion or
Continuation”) and shall be made by giving the DIP Administrative Agent
at least three (or, in the case of conversion of Dollar Eurocurrency Rate Loans
to Base Rate Loans, one) Business Days’ prior written notice specifying
(A) the amount and type of DIP Loan being converted or continued,
(B) in the case of a conversion to or a continuation of Eurocurrency Rate
Loans, the applicable Interest Period and (C) in the case of a conversion,
the date of conversion.

       

      
        
          
          

        

        
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      (b)           The
DIP Administrative Agent shall promptly notify each applicable DIP Lender of its
receipt of a Notice of Conversion or Continuation and of the options selected
therein.  Notwithstanding the foregoing, no conversion in whole or in
part of Base Rate Loans to Eurocurrency Rate Loans and no continuation in whole
or in part of Dollar Eurocurrency Rate Loans upon the expiration of any
applicable Interest Period, shall be permitted at any time at which (A) a
Default or an Event of Default shall have occurred and be continuing or
(B) the continuation of, or conversion into, a Eurocurrency Rate Loan would
violate any provision of Section 2.2A(g) or
Section 2.15.A (Special Provisions Governing Eurocurrency Rate
Loan).  If, within the time period required under the terms of
this Section 2.12.A
the DIP Administrative Agent does not receive a Notice of Conversion or
Continuation from the applicable Borrower containing a permitted election to
continue any Eurocurrency Rate Loans for an additional Interest Period or to
convert any such DIP Loans, then, upon the expiration of the applicable Interest
Period, such DIP Loans shall be automatically converted to Base Rate Loans and
such DIP Loans shall be automatically continued as Eurocurrency Rate Loans with
an interest period of one month.  Each Notice of Conversion or
Continuation shall be irrevocable

       

      Section
2.13.A        Fees

       

      (a)           Upfront Fees. On (i) the
DIP Effective Date, the Borrowers shall pay to each New Money DIP Lender an
upfront fee in the amount of 4.00% of such New Money DIP Lender’s New Money DIP
Term Loan Commitment and (ii) each Incremental DIP Loan Borrowing Date, the
Borrowers shall pay to each Incremental New Money DIP Lender an upfront fee in
the amount of 4.00% of such Incremental New Money DIP Lender’s Incremental New
Money DIP Term Loan Commitment minus any amounts previously
paid to such Incremental New Money DIP Lender under this sub-clause
(ii).

       

      (b)           Exit Fee. On any date on
which any New Money DIP Term Loans are prepaid or repaid or the New Money DIP
Term Commitments are terminated or reduced, the Borrowers shall pay to each DIP
Lender a fee in the amount of 3.00% of such prepayment or repayment
of  New Money DIP Term Loans or of such termination or permanent
reduction of such DIP Lender’s New Money DIP Term Loan Commitment, as the case
may be.

       

      (c)           DIP Agent Fees. The Borrowers
and Holdings have agreed to pay to the DIP Agents additional fees, the amount
and dates of payment of which are embodied in the DIP Fee Letters.

       

      (d)           Consent Fee. The Borrowers
agree that each Consenting Prepetition Lender shall be entitled to a consent fee
(a “Consent Fee”) equal
to the product of (i) 8.50% times (ii) such
Consenting Prepetition Lender’s Consent Fee Entitlement Share of the issued
common stock of the reorganized Debtors’ ultimate parent company upon
consummation of the transactions, actions, proceedings or cases contemplated by
the Plan Term Sheet; provided that such Consenting
Prepetition Lender shall not be entitled to its Consent Fee in the event that
such Consenting Prepetition Lender (directly or indirectly through any of its
Affiliates) takes any action that would result in a Default or Event of Default
under Section
9.1A.

       

      (e)           All
fees paid in connection with the DIP Facilities shall be non-refundable under
all circumstances.

       

      
        
          
          

        

        
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      Section
2.14.A        Payments and
Computations

       

      (a)           Except
as provided in this Section 2.14.A (Payments and
Computations), each Borrower shall make each payment required to be made
by it hereunder (including fees and expenses) not later than 12:00 p.m.
(Local Time) on the day when due, in the currency specified herein (or, if no
currency is specified, in Dollars), to the DIP Administrative Agent at its
address referred to in Section
11.9 (Notices, Etc.) in immediately available funds without set-off or
counterclaim.  The DIP Administrative Agent shall promptly thereafter
cause to be distributed immediately available funds relating to the payment of
principal, interest or fees to the applicable DIP Lenders, in accordance with
the application of payments set forth in Section 2.10.A(c)(Mandatory
Prepayments) and in clauses (f) or (g) above, as applicable,
for the account of their respective Applicable Lending Offices; provided,
however, that amounts payable pursuant to Section 2.16.A (Capital
Adequacy), 2.17.A
(Taxes) or Section
2.15A(Increased Costs) or (d) (Illegality) shall be
paid only to the affected DIP Lender or DIP Lenders.  Payments
received by the DIP Administrative Agent after 12:00 p.m. (Local Time)
shall be deemed to be received on the next Business Day.

       

      (b)           All
computations of interest and of fees shall be made by the DIP Administrative
Agent on the basis of a year of (i) 365 days for Base Rate Loans and (ii)
360 days for Eurocurrency Rate Loans, in each case, for the actual number
of days (including the first day but excluding the last day) occurring in the
period for which such interest and fees are payable.  Each
determination by the DIP Administrative Agent of an interest rate hereunder
shall be conclusive and binding for all purposes, absent manifest
error.

       

      (c)           Except
for Eurocurrency Rate Loans which have been converted to Base Rate Loans
denominated in Dollars hereunder, each payment by the Borrowers in respect of
any DIP Loan shall be made in the currency in which such DIP Loan was
made.

       

      (d)           Whenever
any payment hereunder shall be stated to be due on a day other than a Business
Day, the due date for such payment shall be extended to the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be; provided, however, that if such
extension would cause payment of interest on or principal of any Eurocurrency
Rate Loan to be made in the next calendar month, such payment shall be made on
the immediately preceding Business Day.  All repayments made in
Dollars of any DIP Loans shall be applied as follows: first, to repay such DIP
Loans outstanding as Base Rate Loans and then, to repay such DIP Loans
outstanding as Eurocurrency Rate Loans, with those Eurocurrency Rate Loans
having earlier expiring Interest Periods being repaid prior to those having
later expiring Interest Periods.

       

      (e)           Unless
the DIP Administrative Agent shall have received notice from a Borrower to the
DIP Lenders prior to the date on which any payment is due hereunder that such
Borrower will not make such payment in full, the DIP Administrative Agent may
assume that such Borrower has made such payment in full to the DIP
Administrative Agent on such date and the DIP Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each applicable DIP
Lender on such due date an amount equal to the amount then due such DIP
Lender.  If and to the extent that such Borrower shall not have made
such payment in full to the DIP Administrative Agent, each applicable DIP Lender
shall repay to the DIP Administrative 

       

      
        
          
          

        

        
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      Agent
forthwith on demand such amount distributed to such DIP Lender together with
interest thereon at the Federal Funds Rate, for the first Business Day, and,
thereafter, at the rate applicable to Base Rate Loans, for each day from the
date such amount is distributed to such DIP Lender until the date such DIP
Lender repays such amount to the DIP Administrative Agent.

       

      (f)           All
payments in respect of the DIP Loans received by the DIP Administrative Agent
(including, subject to clause
(g)(ii) below, amounts received under and in accordance with the Orders
or any other order of the Bankruptcy Court) shall be distributed to each
applicable DIP Lender in accordance with such DIP Lender’s Ratable Portion; and
all payments of fees and all other payments in respect of any other DIP
Obligation shall be allocated among such of the DIP Lenders as are entitled
thereto and, for such payments allocated to the DIP Lenders, in proportion to
their respective Ratable Portions.  Except for payments and other
amounts applied in accordance with the provisions of clause (g) below (or
required to be applied in accordance with Section 2.10.A(b) (Mandatory
Prepayments)), all payments and any other amounts made to or received by
any DIP Agent or DIP Lender from, or for the benefit of, each Borrower
(including, subject to clause
(g)(ii) below, amounts received under and in accordance with the Orders
or any other order of the Bankruptcy Court) shall be applied as follows, solely
for the account of such Borrower (provided that any such
amounts payable to Roll-Up Lenders shall be so applied only from and after the
Roll-Up Elevation Date):

       

      (i)           to
pay interest on and then principal of any portion of the DIP Loans that any DIP
Agent may have advanced on behalf of any DIP Lender for which such DIP Agent has
not then been reimbursed by such DIP Lender or such Borrower;

       

      (ii)           to
pay DIP Obligations owed by such Borrower in respect of any expense
reimbursements or indemnities then due to any DIP Agent;

       

      (iii)           to
pay DIP Obligations owed by such Borrower in respect of any expense
reimbursements or indemnities then due to the DIP Lenders;

       

      (iv)           to
pay DIP Obligations owed by such Borrower in respect of any fees then due to any
DIP Agent and the New Money DIP Lenders;

       

      (v)           to
pay interest then due and payable in respect of the DIP Loans owed by such
Borrower to the New Money DIP Lenders;

       

      (vi)           to
pay or prepay principal amounts on the DIP Loans owed by such Borrower to the
New Money DIP Lenders;

       

      (vii)           to
the ratable payment of all other DIP Obligations of the New Money DIP Lenders
owed by such Borrower;

       

      (viii)          to
pay DIP Obligations owed by such Borrower in respect of any fees then due to the
Roll-Up Lenders;

       

      (ix)           to
pay interest then due and payable in respect of the DIP Loans owed by such
Borrower to the Roll-Up Lenders;

       

      
        
          
          

        

        
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       (x)           to
pay or prepay principal amounts on the DIP Loans owed by such Borrower to the
Roll-Up Lenders; and

       

      (xi)           to
the ratable payment of all other DIP Obligations of the Roll-Up Lenders owed by
such Borrower;

       

      provided, however, that if sufficient
funds are not available to fund all payments to be made in respect of any DIP
Obligation described in any of clauses (i) through (xi)
above, the available funds being applied with respect to any such DIP
Obligation (unless otherwise specified in such clause) shall be allocated to the
payment of such DIP Obligations ratably, based on the proportion of each DIP
Agent’s or DIP Lender’s interest in the aggregate outstanding DIP Obligations
described in such clause.  The order of priority set forth above may
at any time and from time to time be changed by the agreement of the DIP Lenders
in accordance with Section
11.1A without necessity of notice to or consent of or approval by the
applicable Borrower or by any Person that is not a DIP Lender; provided, however, that the order of
priority set forth in sub-clauses 2.14A(f)(i), (ii)
and (iv) above may be changed only with the prior written consent of the
affected DIP Agents in addition to that of the DIP Lenders.

       

      (g)           The
Borrowers hereby (i) irrevocably waive the right to direct the application
of any and all payments in respect of the DIP Obligations, any proceeds of DIP
Collateral or any other amounts recovered under and in accordance with the
Orders or any other order of the Bankruptcy Court with respect to the Collateral
after the occurrence and during the continuance of an Event of Default under
Section 9.1.A (Events of
Default) and (ii) agree that, notwithstanding the provisions of
Section 2.10.A(c)
(Mandatory
Prepayments) and clause (f) above, all
payments made to or received by any Secured Party constituting proceeds of
Foreign DIP Collateral or any other amounts recovered under and in accordance
with the Orders or any other order of the Bankruptcy Court with respect to
Foreign Collateral shall be applied solely to pay the Foreign Secured DIP
Obligations in the order of priority set forth in clauses (i) through (xi) in Section 2.14.A(f) and all
payments made to or received by any Secured Party constituting proceeds of
Domestic DIP Collateral or any other amounts recovered under and in accordance
with the Orders or any other order of the Bankruptcy Court with respect to
Domestic DIP Collateral shall be applied as follows (provided that any such
amounts payable to Roll-Up Lenders shall be so applied only from and after the
Roll-Up Elevation Date):

       

      (i)           to
pay Secured DIP Obligations in respect of any expense reimbursements or
indemnities then due to any DIP Agent;

       

      (ii)           to
pay Secured DIP Obligations in respect of any expense reimbursements or
indemnities then due to the applicable DIP Lenders;

       

      (iii)           to
pay Secured DIP Obligations in respect of any fees then due to any DIP Agent and
the New Money DIP Lenders;

       

      (iv)           to
pay interest then due and payable in respect of the New Money DIP
Loans;

       

      (v)           to
pay or prepay principal amounts on the New Money DIP Loans;

       

      
        
          
          

        

        
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      (vi)           to
the ratable payment of all other Secured DIP Obligations of the New Money DIP
Lenders;

       

      (vii)           to
pay Secured DIP Obligations in respect of any fees then due to the Roll-Up
Lenders;

       

      (viii)          to
pay interest then due and payable in respect of the Roll-Up Loans;

       

      (ix)           to
pay or prepay principal amounts on the Roll-Up Loans;

       

      (x)           to
the ratable payment of all other Secured DIP Obligations of the Roll-Up Lenders;
and

       

      (xi)           to
the ratable payment of any other DIP Obligations;

       

      provided, however, that if
sufficient funds are not available to fund all payments to be made in respect of
any DIP Obligation described in any of clauses (i) through (xi) above,
the available funds being applied with respect to any such DIP Obligation
(unless otherwise specified in such clause) shall be allocated to the payment of
such DIP Obligations ratably, based on the proportion of each DIP Agent’s or DIP
Lender’s interest in the aggregate outstanding DIP Obligations described in such
clause.  The order of priority set forth in clauses (i) through (xi) above
may at any time and from time to time be changed by the agreement of the
DIP Lenders in accordance with the terms of Section 11.1.A without
necessity of notice to or consent of or approval by the Borrowers or by any
Person that is not a DIP Lender; provided, however, that the order of
priority set forth in clauses
(i) and (iii) above may be changed only with the prior written consent of
the affected DIP Agents in addition to that of the DIP Lenders.

       

      (h)           The
DIP Lenders hereby agree among themselves as follows:

       

      (i)           Upon
and after the Exchange Date, each payment received by the DIP Administrative
Agent pursuant to any DIP Loan Document or the Orders in respect of the DIP
Obligations, and each distribution made by the DIP Administrative Agent pursuant
to any DIP Loan Document in respect of the DIP Obligations, shall be distributed
to the DIP Lenders pro rata
in accordance with their respective Exchange Percentages.

       

      (ii)           In
order to give effect to the allocation of payments and distributions provided
for in clause (i)
above, on the date of any payment or distribution pursuant to any DIP
Loan Document, (A) the DIP Lenders shall automatically and without further
act (and without regard to the provisions of Section 11.2) be deemed
to have exchanged interests in the DIP Loans such that in lieu of the interest
of each DIP Lender in each DIP Loan in which it shall participate immediately
prior to such payment or distribution (including such DIP Lender’s interest in
the DIP Obligations of each DIP Lender in respect of each such DIP Loan), such
DIP Lender shall hold an interest in every one of the DIP Loans (including the
DIP Obligations of each DIP Lender in respect of each such DIP Loan), whether or
not such DIP Lender shall previously have 

       

      
        
          
          

        

        
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      participated
therein, equal to such DIP Lender’s Exchange Percentage thereof and
(B) simultaneously with the deemed exchange of interests pursuant to
clause (A) above, the interests in the DIP Loans to be received by such DIP
Lender in such deemed exchange shall, automatically and with no further action
required, be converted into the Dollar Equivalent, determined using the Spot
Exchange Rate calculated as of such date, of such amount and on and after such
date all amounts accruing and owed to such DIP Lender in respect of such DIP
Obligations shall accrue and be payable in the currency in which such DIP Loan
was made or such  was issued at the rate otherwise applicable
hereunder; provided
that such Exchange will not affect the DIP Obligations of the Borrowers to any
applicable DIP Lender under the DIP Loan Documents.  Each DIP Lender
hereby consents and agrees to the Exchange and agrees that the Exchange shall be
binding upon its successors and assigns and any person that acquires a
participation in its interests in any DIP Loan.

       

      (iii)           Any
direct payment received by a DIP Lender upon or after the Exchange Date,
including by way of setoff, in respect of an Obligation shall be paid over to
DIP Administrative Agent for distribution to the DIP Lenders in accordance
herewith and Section 2.14.A(g).

       

      The
provisions of clauses (i)
through (iii) above may at any time and from time to time be changed
by the agreement of the DIP Lenders in accordance with the terms of Section 11.1.A hereof without
necessity of notice to or consent of or approval by the Borrowers or by any
Person that is not a DIP Lender.

       

      Section
2.15.A        Special Provisions
Governing Eurocurrency Rate Loans

       

      (a)           Determination of Interest
Rate

       

      The
Eurocurrency Rate for each Interest Period for Eurocurrency Rate Loans that are
DIP Loans shall be determined by the DIP Administrative Agent pursuant to the
procedures set forth in the definition of “Eurocurrency
Rate.”  The DIP Administrative Agent’s determination shall be
presumed to be correct absent manifest error and shall be binding on the
Borrowers.

       

      (b)           Interest Rate Unascertainable,
Inadequate or Unfair

       

      In
the event that (i) the DIP Administrative Agent determines that adequate
and fair means do not exist for ascertaining for DIP Loans the applicable
interest rates by reference to which the Eurocurrency Rate then being determined
is to be fixed or (ii) the Requisite DIP Lenders notify the DIP
Administrative Agent that the Eurocurrency Rate for any Interest Period will not
adequately reflect the cost to the DIP Lenders of making or maintaining such DIP
Loans for such Interest Period, the DIP Administrative Agent shall forthwith so
notify the Borrowers and the DIP Lenders, whereupon each Eurocurrency Rate Loan
shall automatically, on the last day of the current Interest Period for such DIP
Loan, convert into a Base Rate Loan denominated in Dollars and the obligations
of the DIP Lenders to make Eurocurrency Rate Loans or to convert Base Rate Loans
into Eurocurrency Rate Loans shall be suspended until the DIP Administrative


       

      
        
          
          

        

        
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      Agent
shall notify the Borrowers that the Requisite DIP Lenders have determined that
the circumstances causing such suspension no longer exist.

       

      (c)           Increased Costs

       

      If
at any time any DIP Lender determines that the introduction of, or any change in
or in the interpretation of, any law, treaty or governmental rule, regulation or
order (other than (x) any change by way of imposition or increase of
reserve requirements included in determining the Eurocurrency Rate and
(y) any change in or in the interpretation of any law, treaty or
governmental rule, regulation or order relating to Taxes, Other Taxes or taxes
imposed on, or measured by, the net income or net profits of such Lender or
franchise taxes imposed on such Lender by the Governmental Authority of the
jurisdiction in which such DIP Lender has its principal office or in which the
Applicable Lending Office for the relevant Eurocurrency Rate Loan is located, or
by any other Governmental Authority other than a Governmental Authority of a
jurisdiction in which such DIP Lender would not be subject to tax but for the
execution and performance of this Agreement or any other DIP Loan Document) or
the compliance by such DIP Lender with any guideline, request or directive from
any central bank or other Governmental Authority (whether or not having the
force of law), shall have the effect of increasing the cost to such DIP Lender
of agreeing to make or making, funding or maintaining any Eurocurrency Rate
Loans, then the Borrowers shall from time to time, upon demand by such DIP
Lender (with a copy of such demand to the DIP Administrative Agent), pay to the
DIP Administrative Agent for the account of such DIP Lender additional amounts
sufficient to compensate such DIP Lender for such increased cost.  A
certificate as to the amount of such increased cost, submitted to the Borrowers
and the DIP Administrative Agent by such DIP Lender, shall be conclusive and
binding for all purposes, absent manifest error.

       

      (d)           Illegality

       

      Notwithstanding
any other provision of this Agreement, if any DIP Lender determines that the
introduction of, or any change in or in the interpretation of, any law, treaty
or governmental rule, regulation or order after the DIP Effective Date shall
make it unlawful, or any central bank or other Governmental Authority shall
assert that it is unlawful, for any DIP Lender or its Eurocurrency Lending
Office to make Eurocurrency Rate Loans or to continue to fund or maintain
Eurocurrency Rate Loans, then, on notice thereof and demand therefor by such DIP
Lender to the Borrowers through the DIP Administrative Agent, (i) the
obligation of such DIP Lender to make or to continue Eurocurrency Rate Loans and
to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended, and
each such Lender shall make a Base Rate Loan denominated in Dollars as part of
any requested New Money DIP Term Loan Borrowing of Eurocurrency Rate Loans and
(ii) if the affected Eurocurrency Rate Loans are then outstanding, the
Borrowers shall immediately convert each such DIP Loan into a Base Rate Loan
denominated in Dollars.  If, at any time after a Lender gives notice
under this Section
2.15(d), such DIP Lender determines that it may lawfully make
Eurocurrency Rate Loans, such DIP Lender shall promptly give notice of that
determination to the Borrowers and the DIP Administrative Agent, and the DIP
Administrative Agent shall promptly transmit the notice to each other DIP
Lender.  The Borrowers’ right to request, and such DIP Lender’s
obligation, if any, to make Eurocurrency Rate Loans shall thereupon be
restored.

       

      
        
          
          

        

        
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      (e)           Breakage Costs

       

      In
addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11.A (Interest), each Borrowers
shall compensate each DIP Lender that has made a DIP Loan to such Borrower, upon
demand, for all losses, expenses and liabilities (including any loss or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by such DIP Lender to fund or maintain such DIP Lender’s Eurocurrency
Rate Loans to such Borrower but excluding any loss of the DIP Applicable Margin
on the relevant DIP Loans) that such DIP Lender may sustain (i) if for any
reason a proposed Borrowing, conversion into or continuation of Eurocurrency
Rate Loans does not occur on a date specified therefor in a New Money DIP Term
Loan Notice of Borrowing or a Notice of Conversion or Continuation given by a
Borrower or in a telephonic request by it for borrowing or conversion or
continuation or a successive Interest Period does not commence after notice
therefor is given pursuant to Section 2.12.A (Conversion/Continuation
Option), (ii) if for any reason any Eurocurrency Rate Loan is
prepaid (including mandatorily pursuant to Section 2.10.A (Mandatory Prepayments)) on a
date that is not the last day of the applicable Interest Period, (iii) as a
consequence of a required conversion of a Eurocurrency Rate Loan to a Base Rate
Loan as a result of any of the events indicated in  Section 2.15(d) above
or (iv) as a consequence of any failure by the applicable Borrower to repay
Eurocurrency Rate Loans when required by the terms hereof.  The DIP
Lender making demand for such compensation shall deliver to such Borrower
concurrently with such demand a written statement as to such losses, expenses
and liabilities, and this statement shall be conclusive as to the amount of
compensation due to such DIP Lender, absent manifest error.

       

      Section
2.16.A        Capital
Adequacy

       

      If
at any time any DIP Lender determines that (a) the adoption of, or any
change in or in the interpretation of, any law, treaty or governmental rule,
regulation or order after the DIP Effective Date regarding capital adequacy,
(b) compliance with any such law, treaty, rule, regulation or order or
(c) compliance with any guideline or request or directive from any central
bank or other Governmental Authority (whether or not having the force of law)
shall have the effect of reducing the rate of return on such DIP Lender’s (or
any corporation controlling such DIP Lender’s) capital as a consequence of its
obligations hereunder to a level below that which such Lender or such
corporation could have achieved but for such adoption, change, compliance or
interpretation, then, upon demand from time to time by such DIP Lender (with a
copy of such demand to the DIP Administrative Agent), the applicable Borrower
shall pay to the DIP Administrative Agent for the account of such DIP Lender,
from time to time as specified by such DIP Lender, additional amounts sufficient
to compensate such DIP Lender for such reduction.  A certificate as to
such amounts submitted to the applicable Borrower and the DIP Administrative
Agent by such DIP Lender shall be conclusive and binding for all purposes absent
manifest error.

       

      Section
2.17.A        Taxes

       

      (a)           Except
as otherwise provided in this Section 2.17.A, any and
all payments by any Loan Party under each DIP Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding (i) in the case of each DIP Lender 

       

      
        
          
          

        

        
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      and
DIP Agent, (A) taxes measured by its net income or net profit and franchise
taxes imposed on it, by the jurisdiction (or any political subdivision thereof)
under the laws of which such DIP Lender or DIP Agent (as the case may be) is
organized or carries on business and (B) except in the case of a DIP Lender
or DIP Agent becoming a DIP Lender or DIP Agent (as the case may be) pursuant to
the provisions of Section 2.18.A (Substitution of
DIP Lenders), any withholding taxes payable with respect to payments
under the DIP Loan Documents under laws (including any statute, treaty or
regulation) in effect on the DIP Effective Date (or, in the case of (1) an
Eligible Assignee, the date of the Assignment and Acceptance and (2) a
successor DIP Agent, the date of the appointment of such DIP Agent applicable to
such DIP Lender or DIP Agent, as the case may be, but not excluding any
withholding taxes payable as a result of any change in such laws occurring after
the DIP Effective Date (or, in the case of (1) an Eligible Assignee, the
date of the Assignment and Acceptance and (2) a successor DIP Agent, the
date of the appointment of such DIP Agent and (ii) in the case of each DIP
Lender, taxes measured by its net income or net profit and franchise taxes
imposed on it as a result of a present or former connection (other than a
connection arising solely from such DIP Lender’s having executed, delivered or
performed its obligations or received a payment under, or enforced, this
Agreement) between such Lender and the jurisdiction of the Governmental
Authority imposing such tax or any taxing authority thereof or therein (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as “Taxes”).  If any
Taxes shall be required by law to be deducted from or in respect of any sum
payable under any DIP Loan Document to any DIP Lender or any DIP Agent
(w) the sum payable shall be increased as may be necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section 2.17.A such DIP
Lender or such DIP Agent (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made, (x) the
relevant Loan Party shall make such deductions, (y) the relevant Loan Party
shall pay the full amount deducted to the relevant taxing authority or other
authority in accordance with applicable law and (z) the relevant Loan Party
shall deliver to the DIP Administrative Agent evidence of such
payment.

       

      (b)           Any
and all payments made under this Agreement or under any other DIP Loan Document
which (in whole or in part) constitute consideration for Value Added Tax (“VAT”) purposes shall be
deemed to be exclusive of any VAT which is chargeable on such
supply.  If VAT is chargeable on any supply made by the a DIP Agent or
a DIP Lender (the “Supplier”) to any Borrower
in connection with this Agreement or under any other DIP Loan Document, such
Borrower shall pay to the relevant tax authorities or to the Supplier (as
appropriate and in addition to and at the same time as paying the consideration)
an amount equal to the amount of the VAT.  The Supplier shall then
promptly provide an appropriate VAT invoice to such party.

       

      (c)           In
addition, each Loan Party agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies of the United States or any political subdivision thereof or any
applicable non-United States jurisdiction, and all liabilities with respect
thereto, in each case, arising from any payment made under any DIP Loan Document
or from the execution, delivery or registration of, or otherwise with respect
to, any DIP Loan Document (collectively, “Other Taxes”).

       

      
        
          
          

        

        
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      (d)           Except
as otherwise provided in this Section 2.17.A, each
Loan Party shall indemnify each DIP Lender and each DIP Agent for the full
amount of Taxes and Other Taxes (including any Taxes and Other Taxes imposed by
any jurisdiction on amounts payable under this Section 2.17.A paid by
such DIP Lender or such DIP Agent (as the case may be) and any liability
(including for penalties, interest and expenses) arising therefrom or with
respect thereto, whether or not such Taxes or Other Taxes were correctly or
legally asserted; provided, however, that such Loan
Party shall not have any obligation under this clause (d) to any DIP
Lender or any DIP Agent in respect of penalties, interest and other similar
liabilities attributable to such indemnified Taxes or Other Taxes if such
penalties, interest or other similar liabilities are caused by or result from
the gross negligence or willful misconduct of the Person seeking indemnification
under this clause (d), as
determined by a court of competent jurisdiction in a final non-appealable
judgment or order.  This indemnification shall be made within
30 days after the date such DIP Lender or such DIP Agent (as the case may
be) makes written demand therefor.  Such written demand shall set
forth in reasonable detail the amount of such indemnification and the
calculation of such amount, and shall be presumed to be correct in the absence
of manifest error.  Where this Agreement or any other  DIP
Loan Document requires any Borrower to reimburse the DIP Agent or DIP Lender for
any costs or expenses, such Borrower shall also at the same time pay and
indemnify such DIP Agent or DIP Lender against all VAT incurred by such DIP
Agent or DIP Lender in respect of the costs or expenses to the extent that such
DIP Agent or DIP Lender reasonably determines that it is not entitled to credit
or repayment from the relevant tax authority in respect of the VAT.

       

      (e)           Within
30 days after the date of any payment of Taxes or Other Taxes by any Loan
Party pursuant to this Section 2.17.A, the
applicable Borrower shall furnish to the DIP Administrative Agent, at its
address referred to in Section
11.9 (Notices, Etc.), the original or a certified copy of a receipt
evidencing payment thereof, or other evidence of such payment reasonably
satisfactory to the DIP Administrative Agent.

       

      (f)           Without
prejudice to the survival of any other agreement of any Loan Party hereunder or
under the DIP Guaranty, the agreements and obligations of such Loan Party
contained in this Section
2.17.A shall survive the payment in full of the DIP
Obligations.

       

      (g)           (A)
Prior to the DIP Effective Date in the case of each Non-U.S. Lender that is a
DIP Lender on or prior to such date, and on the date of the Assignment and
Acceptance pursuant to which it becomes a DIP Lender or on the date a successor
DIP Agent becomes a DIP Agent and from time to time thereafter if requested by
the U.S. Borrower or the DIP Administrative Agent, each Non-U.S. DIP Lender that
is entitled at such time to an exemption from United States withholding tax, or
that is subject to such tax at a reduced rate under an applicable tax treaty,
shall provide the DIP Administrative Agent and the U.S. Borrower with two
completed originals of each of the following, as applicable:
(i) Form W-8ECI (claiming exemption from United States withholding tax
because the income is effectively connected with a U.S. trade or business) or
any successor form, (ii) Form W-8BEN (claiming exemption from, or a
reduction of, United States withholding tax under an income tax treaty) or any
successor form, (iii) in the case of a Non-U.S. DIP Lender claiming
exemption under Sections 871(h) or 881(c) of the Code, a Form W-8BEN
(claiming exemption from United States withholding tax under the portfolio
interest exemption) or any successor form and a certificate in form and
substance reasonably satisfactory to the DIP Administrative Agent to the effect
that (1) such 

       

      
        
          
          

        

        
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      Non-U.S.
DIP Lender is not a “bank” for purposes of
Section 881(c)(3)(A) of the Code, is not subject to regulatory or other
legal requirements as a bank in any jurisdiction, and has not been treated as a
bank for purposes of any tax, securities law or other filing or submission made
to any Governmental Authority, any application made to a rating agency or
qualification for any exemption from any tax, securities law or other legal
requirements, (2) is not a ten percent (10%) shareholder for purposes
of Section 881(c)(3)(B) of the Code and (3) is not a controlled
foreign corporation receiving interest from a related person for purposes of
Section 881(c)(3)(C) of the Code or (iv) any other applicable form,
certificate or document prescribed by the IRS certifying as to such Non-U.S. DIP
Lender’s entitlement to such exemption from United States withholding tax or
reduced rate with respect to all payments to be made to such Non-U.S. DIP Lender
under the DIP Loan Documents. Each Non-U.S. DIP Lender shall also provide to the
U.S. Borrower and the DIP Administrative Agent two completed copies of the
relevant forms (or successor forms), certificates or documents described in
clauses (i)
through (iv) of
the immediately preceding sentence on or before the date that the most recent
form, certificate or document previously provided expires or becomes obsolete,
or promptly after the occurrence of any event requiring a change in the most
recent form, certificate or document previously provided, certifying that such
Non-U.S. DIP Lender is exempt from or entitled to a reduced rate of United
States withholding tax on payments made under any DIP Loan Document or to or for
such Non-U.S. DIP Lender, unless a change in law (including, without limitation,
any change in treaty or regulation) has occurred prior to the date on which any
such delivery would otherwise be required that renders all such documentation
inapplicable or that would prevent such Non-U.S. DIP Lender from duly completing
and delivering any documentation with respect to it.  Each DIP Lender
and each DIP Agent that is a United States person as defined in
Section 7701(a)(30) of the Code and that is not an “exempt recipient” (as
defined in Treasury Regulations Section 1.6049-4(c)) with respect to which
no withholding is required shall deliver, at the time(s) and in the manner(s)
described above with respect to the other forms referenced in clauses (i)-(iv) of this clause (g) above, to the
U.S. Borrower and the DIP Administrative Agent (as applicable) a properly
completed and duly executed Form W-9 or any successor form, certifying that
such person is exempt from United States backup withholding tax on payments made
hereunder under the DIP Loan Documents.  Unless the U.S. Borrower and
the DIP Administrative Agent have received, prior to making payment under any
DIP Loan Document to or for a Non-U.S. DIP Lender, forms or other documents
satisfactory to them indicating that payments under any DIP Loan Document are
not subject to United States withholding tax or are subject to such tax at a
rate reduced by an applicable tax treaty, the U.S. Borrower or the DIP
Administrative Agent shall withhold amounts required to be withheld by
applicable Requirements of Law from such payments at the applicable statutory
rate.

       

      (A)           Prior
to the DIP Effective Date in the case of each DIP Lender that is a DIP Lender on
or prior to such date, and on the date of the Assignment and Acceptance pursuant
to which it becomes a DIP Lender or on the date a successor DIP Agent becomes an
DIP Agent, and from time to time thereafter if requested by the applicable
Borrower or the DIP Administrative Agent, any DIP Lender or DIP Agent that is
entitled to an exemption from or reduction of any non-United States withholding
tax, or that is subject to any such tax at a reduced rate under any applicable
tax treaty to which the non-United States jurisdiction imposing such withholding
tax is a party with respect to payments under this Agreement or any DIP Loan
Document shall deliver to the 

       

      
        
          
          

        

        
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      applicable
Borrower (with a copy to the DIP Administrative Agent), such properly completed
and executed documentation prescribed by applicable Requirements of Law as will
permit such payments to be made without withholding or at a reduced rate,
provided that such DIP Lender or DIP Agent is legally entitled to complete,
execute and deliver such documentation and in such Person’s reasonable judgment
such completion, execution or submission would not materially prejudice the
legal position of such Person.

       

      (h)           Any
DIP Lender or DIP Agent claiming any additional amounts or indemnity payable
pursuant to this Section 2.17.A shall use
its reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to change the jurisdiction of its Applicable Lending
Office if the making of such a change would avoid the need for, or reduce the
amount of, any such additional amounts that would be payable or may thereafter
accrue and would not, in the sole determination of such DIP Lender, or DIP
Agent, be otherwise materially disadvantageous to such Person.

       

      (i)           For
any period with respect to which a DIP Lender or DIP Agent has failed to provide
the applicable Borrower or the DIP Administrative Agent with the appropriate
form, certificate or document described in Section 2.17.A(g), such
Person shall not be entitled to indemnification or increased amounts under Section 2.17.A(a) or
Section 2.17.A(d)
for any Taxes or Other Taxes imposed by reason of such failure.

       

      (j)           If
any DIP Lender or DIP Agent determines in its sole discretion that it has
actually received any refund of tax in connection with any deduction or
withholding or payment of any additional amount by any Loan Party pursuant to
this Section 2.17.A, such
Person shall reimburse the applicable Loan Party in an amount equal to such
refund, after tax, and net of all expenses incurred by such Person in connection
with such refund.  The applicable Loan Party shall return such amount
to the applicable Person in the event that such Person is required to repay such
refund of tax.  Nothing contained in this Section 2.17.A shall
interfere with the right of each of the DIP Lenders and the DIP Agents to
arrange its tax affairs in whatever manner it thinks fit, nor to disclose any
information or any computations relating to its tax affairs or to do anything
that would prejudice its ability to benefit from other credits, relief,
remissions or repayments to which it may be entitled.

       

      Section
2.18.A        Substitution of DIP
Lenders

       

      (a)           In
the event that (i)(A) any DIP Lender makes a claim under
Section 2.15.A(c)  (Increased Costs) or
Section 2.16.A (Capital
Adequacy), (B) it becomes illegal for any DIP Lender to continue to
fund or make any Eurocurrency Rate Loan and such DIP Lender notifies the
applicable Borrower pursuant to Section 2.15.A(a) (Illegality), (C) a Loan
Party is required to make any payment pursuant to Section 2.17.A (Taxes) that is
attributable to a particular DIP Lender or (D) any DIP Lender becomes a
Non-Funding New Money DIP Lender, (ii) in the case of clause (i)(A)
above, as a consequence of increased costs in respect of which such claim is
made, the effective rate of interest payable to such DIP Lender under this
Agreement with respect to its DIP Loans materially exceeds the effective average
annual rate of interest payable to the Requisite DIP Lenders under this
Agreement and (iii) in the case of clause (i)(A), (B) and
(C) above, DIP Lenders holding at least 75% of the DIP 

       

      
        
          
          

        

        
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      Commitments
are not subject to such increased costs or illegality, payment or proceedings
(any such DIP Lender, an “Affected DIP Lender”), the Borrowers may substitute
any DIP Lender and, if reasonably acceptable to the DIP Administrative Agent,
any other Eligible Assignee (a “Substitute Institution”) for such Affected DIP
Lender hereunder, after delivery of a written notice (a “Substitution Notice”)
within a reasonable time (in any case not to exceed 90 days) following the
occurrence of any of the events described in clauses (i)(A), (B),
(C) or (D) above by the Borrowers to the DIP Administrative Agent and
the Affected DIP Lender that the Borrowers intend to make such substitution;
provided, however, that, if more than one DIP Lender claims increased costs,
illegality or right to payment arising from the same act or condition and such
claims are received by the Borrowers within 30 days of each other, then the
Borrowers may substitute all, but not (except to the extent the Borrowers have
already substituted one of such Affected DIP Lenders before the Borrowers’
receipt of the other Affected DIP Lenders’ claim) less than all, DIP Lenders
making such claims.

       

      (b)           If
the Substitution Notice was properly issued under this Section 2.18.A the
Affected DIP Lender shall sell, and the Substitute Institution shall purchase,
all rights and claims of such Affected DIP Lender under the DIP Loan Documents
and the Substitute Institution shall assume, and the Affected DIP Lender shall
be relieved of, the Affected DIP Lender’s prior unperformed obligations of the
Affected DIP Lender under the DIP Loan Documents (other than in respect of any
damages (other than exemplary or punitive damages, to the extent permitted by
applicable law) in respect of any such unperformed obligations).  Such
purchase and sale (and the corresponding assignment of all rights and claims
hereunder) shall be effective on (and not earlier than) the later of
(i) the receipt by the Affected DIP Lender of a payment in an amount equal
to its Ratable Portion of the DIP Loans, together with any other DIP Obligations
owing to it, (ii) the receipt by the DIP Administrative Agent of an
agreement in form and substance satisfactory to it and the Borrowers whereby the
Substitute Institution shall agree to be bound by the terms hereof and
(iii) the payment in full to the Affected DIP Lender in cash of all fees,
unreimbursed costs and expenses and indemnities accrued and unpaid through such
effective date.  Upon the effectiveness of such sale, purchase and
assumption, the Substitute Institution shall become a “DIP Lender” hereunder for all
purposes of this Agreement having a DIP Commitment in the amount of such
Affected DIP Lender’s Commitment assumed by it and such DIP Commitment of the
Affected DIP Lender shall be terminated; provided, however, that all indemnities
under the DIP Loan Documents shall continue in favor of such Affected DIP
Lender.

       

      (c)           Each
DIP Lender agrees that, if it becomes an Affected DIP Lender and its rights and
claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.18.A, it shall
execute and deliver to the DIP Administrative Agent an Assignment and Acceptance
to evidence such assignment, together with any DIP Note (if such DIP Loans are
evidenced by a DIP Note) evidencing the DIP Loans subject to such Assignment and
Acceptance; provided,
however, that the
failure of any Affected DIP Lender to execute an Assignment and Acceptance shall
not render such assignment invalid.

       

      Section
2.19.A        Super Priority Nature of
DIP Obligations and Liens

       

      The
liens and security interests granted to Secured DIP Parties on the Collateral
and the priorities accorded to the DIP Obligations shall have the super-priority
administrative 

       

      
        
          
          

        

        
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      expense
and senior secured status afforded by section 364 of the Bankruptcy Code to the
extent provided and as more fully set forth and/or provided for in the Interim
Order and the Final Order, subject to the Carve-Out.  Except as
expressly set forth herein or in the Interim Order and the Final Order, no other
claim having a priority superior or pari passu to that granted to
DIP Administrative Agent and the DIP Lenders by the Interim Order and the Final
Order shall be granted or approved while any DIP Obligations under this
Agreement remain outstanding.

       

      Section
2.20.A        No Discharge; Survival of
Claims

       

      (a)           The
DIP Obligations shall survive the entry of an order (i) confirming any
chapter 11 plan in the Chapter 11 Case, (ii) converting one or more
Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code or
(iii) dismissing one or more of the Chapter 11 Cases and (b) the
super-priority administrative claim granted relating to the DIP Obligations and
all Liens granted to the Secured DIP Parties shall continue in full force and
effect and maintain their priority as set forth in the Orders until the payment
in full of the DIP Obligations.

       

      Section
2.21.A        Extension of Stated
Maturity Date

       

      At
least ten (10) days prior to the then current Stated Maturity Date, the
Borrowers, by written notice to the DIP Administrative Agent, may request an
extension of the Stated Maturity Date in effect at such time by thirty
(30) days from its then scheduled expiration (each, thirty-day extension,
an “Extension”);
provided that (a) as a condition to such Extension, the U.S. Borrower shall
pay to the DIP Lenders a non-cash fee in form and substance satisfactory to the
Requisite DIP Lenders in their sole discretion, (b) no Extension shall
occur if there is a Default or an Event of Default under Article IX.A that has
occurred and is continuing, (c) no more than three (3) Extensions shall be
allowed unless such further Extension Except have been duly consent to by each
DIP Lender in accordance with Section 11.1A (Amendments, Waivers,
Etc.) and (d) such Extension shall be subject to the written consent
of the Requisite DIP Lenders in their sole discretion.  

       

      ARTICLE
III


       

      Conditions To Loans And Letters Of Credit 

       

      Section
3.1              Conditions
Precedent to Initial Prepetition Loans and Letters of Credit

       

      This
Agreement, including the obligation of each Lender to make the Prepetition Loans
requested to be made by it and the obligation of each Issuer to Issue Letters of
Credit hereunder, shall not become effective until the date (the “Effective Date”) on which
each of the following conditions precedent is satisfied or duly waived in
accordance with Section 11.1
(Amendments, Waivers, Etc.):

       

      (a)           Certain
Documents.  The Prepetition Administrative Agent shall have
received on or prior to the Effective Date each of the following, each dated the
Effective Date unless otherwise indicated or agreed to by the Prepetition
Administrative Agent, in form and substance satisfactory to the Prepetition
Administrative Agent:

       

      
        
          
          

        

        
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      (i)           this
Agreement, duly executed and delivered by the Borrowers and, for the account of
each Lender requesting the same, a Note or Notes of the Borrowers conforming to
the requirements set forth herein;

       

      (ii)           the
Collateral Sharing Agreement, duly executed among the Agents;

       

      (iii)           the
Guaranty, duly executed by each Domestic Subsidiary Guarantor;

       

      (iv)           the
Pledge and Security Agreement, duly executed by the U.S. Borrower, Parent,
Holdings and each Domestic Subsidiary Guarantor, together with each of the
following to the extent not previously delivered to the Prepetition
Administrative Agent pursuant to the Existing Credit Agreement, with such
amendments and restatements as may be necessary to reflect the amendment and
restatement of the Existing Credit Agreement:

       

      (A)           evidence
satisfactory to the Prepetition Administrative Agent that, upon the filing and
recording of instruments delivered on or prior to the Effective Date, the
Prepetition Administrative Agent shall have a valid and perfected first priority
security interest for the benefit of the Secured Prepetition Parties in the
Domestic Collateral, including (x) such documents duly executed by each
Loan Party as the Prepetition Administrative Agent may request with respect to
the perfection of its security interests in the Domestic Collateral (including
patent, trademark and copyright security agreements suitable for filing with the
Patent and Trademark Office or the Copyright Office, as the case may be, and
other applicable documents under the laws of any jurisdiction with respect to
the perfection of Liens created by the Pledge and Security Agreement) and
(y) copies of UCC search reports as of a recent date listing all effective
financing statements that name any Loan Party as debtor, together with copies of
such financing statements, none of which shall cover the Domestic Collateral
except for those that shall be terminated on the Effective Date or are otherwise
permitted hereunder;

       

      (B)           share
certificates representing all of the certificated Pledged Stock being pledged
pursuant to such Pledge and Security Agreement  and stock powers for
such share certificates executed in blank;

       

      (C)           all
instruments representing Pledged Notes being pledged pursuant to such Pledge and
Security Agreement duly endorsed in favor of the Prepetition Administrative
Agent or in blank;

       

      (D)           Deposit
Account Control Agreements from Deposit Account Banks as required pursuant to
the Pledge and Security Agreement in substantially the form delivered under the
Existing Credit Agreement; and

       

      (E)           Control
Account Agreements as required pursuant to the Pledge and Security Agreement
from (1) securities intermediaries with respect to 

       

      
        
          
          

        

        
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      all
securities accounts and securities entitlements of the U.S. Borrower and each
such Guarantor and (2) futures commission agents and clearing houses with
respect to commodities contracts and commodities accounts held by the U.S.
Borrower and each Guarantor;

       

      (v)           Except
as set forth on Schedule 7.13(b),
Mortgages for all of the real property of the Loan Parties (except as may be
agreed to by the Prepetition Administrative Agent), with such amendments and
restatements as may be necessary to reflect the amendment and restatement of the
Existing Credit Agreement, together with the following to the extent not
previously delivered to the Prepetition Administrative Agent under the Existing
Credit Agreement, (A) title insurance policies (or marked-up unconditional
binders for such insurance or other evidence acceptable to the Prepetition
Administrative Agent proving ownership thereof), satisfactory in form and
substance to the Prepetition Administrative Agent, in its sole discretion,
(B) evidence that the recording of counterparts of such Mortgages in the
recording offices specified in such Mortgages will create a valid and
enforceable first priority lien on property described therein in favor of the
Prepetition Administrative Agent for the benefit of the Secured Parties (or in
favor of such other trustee as may be required or desired under local law) and
(C) an opinion of counsel in each state or jurisdiction in which any such
Mortgage is to be recorded in form and substance and from counsel satisfactory
to the Prepetition Administrative Agent;

       

      (vi)           Except
as set forth on Schedules 7.13(a) and
(b), Foreign Security
Agreements, duly executed by the Luxembourg Borrower, as applicable, and each
Foreign Subsidiary Guarantor together with evidence reasonably satisfactory to
the Prepetition Administrative Agent that, upon the filing and recording of
instruments delivered on or prior to the Effective Date, the Prepetition
Administrative Agent shall have a valid and perfected first priority security
interest for the benefit of the Secured Parties in the Foreign Collateral,
including (x) such documents duly executed by each Foreign Loan Party as
the Prepetition Administrative Agent may request with respect to the perfection
of its security interests in the Foreign Collateral (including applicable
documents under the laws of any jurisdiction with respect to the perfection of
Liens created by the Foreign Security Agreements);

       

      (vii)           a
favorable opinion of (A) Skadden, Arps, Slate, Meagher & Flom, LLP,
counsel to the Loan Parties, in substantially the form of Exhibit G (Form of Opinion of Counsel for the
Loan Parties), (B) counsels to the Loan Parties set forth on Schedule 3.1(a)(vii), in
each case, addressed to the Prepetition Administrative Agent and the Lenders and
addressing such other matters as any Lender through the Prepetition
Administrative Agent may reasonably request and (C) counsel to the
Prepetition Administrative Agent as to the enforceability of the Existing Credit
Agreement and the other Prepetition Loan Documents to be executed on the
Effective Date;

       

      (viii)                      a
certificate dated as of a recent date from the Secretary of State of the state
of organization of each Domestic Loan Party attesting to the good standing of
each such Domestic Loan Party;

       

      
        
          
          

        

        
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      (ix)           a
certificate of the Secretary or an Assistant Secretary of each Domestic Loan
Party certifying (A) for each Domestic Loan Party that each officer of such
Domestic Loan Party who has been authorized to execute and deliver the Existing
Credit Agreement or, as the case may be, the Guaranty, is authorized to execute
this Agreement and each other Domestic Prepetition Loan Document executed in
connection herewith, (B) that there have been no changes (other than as may
be attached to such certificate of the Secretary or Assistant Secretary) to the
certificate of incorporation or by-laws (or, in each case, equivalent
Constituent Document) from the certificate of incorporation or by-laws (or, in
each case, equivalent Constituent Document) delivered pursuant to the Existing
Credit Agreement on the Original Closing Date and (C) that the resolutions
of such Domestic Loan Party’s Board of Directors (or equivalent governing body)
delivered pursuant to the Existing Credit Agreement on the Original Closing Date
approving and authorizing the execution, delivery and performance of the
Existing Credit Agreement or the other Domestic Prepetition Loan Documents to
which it is a party remain in full force and effect and have not been amended,
supplemented or modified in any way and authorize the execution of this
Agreement and the Domestic Prepetition Loan Documents executed in accordance
herewith;

       

      (x)           certificates
and corporate documents of the Luxembourg Borrower and each Foreign Subsidiary
Guarantor as set forth on Schedule 3.1(a)(x)
attached hereto;

       

      (xi)           a
certificate of a Responsible Officer of each of the Borrowers, stating that the
Loan Parties, taken as a whole, are Solvent, in each case, after giving effect
to the Loans and Letters of Credit requested to be made on the Effective Date,
the application of the proceeds thereof in accordance with Section 7.9 (Application of Proceeds) and
the payment of all estimated legal, accounting and other fees related hereto and
thereto;

       

      (xii)           a
certificate of a Responsible Officer to the effect that (A) the condition
set forth in Section
3.2(b) (Conditions
Precedent to Each Prepetition Loan and Letter of Credit) has been
satisfied and (B) no litigation not listed on Schedule 4.7
(Litigation) shall have been commenced against any Loan Party or any of its
Subsidiaries that, if adversely determined, would have a Material Adverse
Effect;

       

      (xiii)           evidence
that the insurance policies required by Section 7.5 (Maintenance of
Insurance) and any Collateral Document are in full force and effect,
together with endorsements naming the Prepetition Administrative Agent, on
behalf of the Secured Parties, as an additional insured or loss payee under
material insurance policies to be maintained with respect to the properties of
Holdings, the Parent, the U.S. Borrower and their respective Subsidiaries
forming part of the Lenders’ Collateral; and

       

      (xiv)           such
other certificates, documents, agreements and information respecting any Loan
Party as any Lender through the Prepetition Administrative Agent may reasonably
request.

       

      (b)           Prepayment of Term C
Loan.  Concurrently herewith, the Borrowers shall have paid to
the Prepetition Administrative Agent, for the account of the Term C Lenders (as


       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      defined
in the Existing Credit Agreement), the entire unpaid principal amount of the
Term C Loans (as defined in the Existing Credit Agreement), together with all
accrued interest, fees and expenses to the Effective Date.

       

      (c)           Fee and Expenses
Paid.  There shall have been paid to the Prepetition
Administrative Agent, (i) for the account of the Prepetition Administrative
Agent and the Lenders, as applicable, all fees and expenses (including
reasonable fees and expenses of counsel) due and payable on or before the
Effective Date (including all such fees described in the Fee Letters) and
(ii) for the account of the Prepetition Administrative Agent and the
lenders and issuers party to the Existing Credit Agreement, as applicable, all
accrued and unpaid interest, fees and expenses (including reasonable fees and
expenses of counsel) due and payable under or in connection with the Existing
Credit Agreement.

       

      (d)           Consents,
Etc.  Each of the Borrowers and their respective Subsidiaries
shall have received all consents and authorizations required pursuant to any
material Contractual Obligation with any other Person and shall have obtained
all Permits of, and effected all notices to and filings with, any Governmental
Authority, in each case, as may be necessary to allow each of the Borrowers and
their respective Subsidiaries lawfully (i) to execute, deliver and perform,
in all material respects, their respective obligations hereunder and under the
Prepetition Loan Documents and the Related Documents to which each of them,
respectively, is, or shall be, a party and each other agreement or instrument to
be executed and delivered by each of them, respectively, pursuant thereto or in
connection therewith, (ii) to create and perfect the Liens on the
Collateral to be owned by each of them in the manner and for the purpose
contemplated by the Prepetition Loan Documents.

       

      (e)           Related
Documents.

       

      (i)           The
Prepetition Administrative Agent shall be reasonably satisfied with the terms
and conditions of the Related Documents;

       

      (ii)           The
Prepetition Administrative Agent shall be reasonably satisfied that the Related
Documents have been duly executed and delivered, have been approved by all
corporate action of the applicable Borrower and each of the other parties
thereto and are in full force and effect and that there shall not have occurred
and be continuing any material breach or default thereunder; and

       

      (iii)           All
conditions precedent to the consummation of the Related Documents shall have
been satisfied or waived with the consent of the Prepetition Administrative
Agent, and the Prepetition Administrative Agent shall have received evidence in
form and substance reasonably satisfactory to the Prepetition Administrative
Agent that the Senior Notes in an aggregate principal amount of at least
€130,000,000 have been issued by the Luxembourg Borrower.

       

      (f)           Intercompany
Loans.  A summary of the outstanding balance of all
intercompany Indebtedness (including the Intercompany Loans) as of the Effective
Date shall be as set forth on Schedule 8.3(f).

       

      (g)           Rights Offering and Bond Tender
Offer.

       

      
        
          
          

        

        
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      (i)           The
Prepetition Administrative Agent shall be reasonably satisfied that all Rights
Offering Documents and Bond Tender Offer Documents have been duly executed and
delivered, have been approved by all corporate action of Holdings, Parent and
U.S. Borrower and each of the other parties thereto and are in full force and
effect and that there shall not have occurred and be continuing any material
breach or default thereunder; and

       

      (ii)           All
conditions precedent to the consummation of the Rights Offering Document and
Bond Tender Offer shall have been satisfied or waived and the Prepetition
Administrative Agent shall have received evidence in form and substance
reasonably satisfactory to the Prepetition Administrative Agent that the net
proceeds of the Rights Offering have been applied to repurchase the Existing
Senior Notes that have been tendered by the Effective Date; provided, however, that the U.S.
Borrower may repurchase such remaining Existing Senior Notes after the Effective
Date.

       

      Section
3.2              Conditions
Precedent to Each Prepetition Loan and Letter of Credit

       

      The
obligation of each Lender on any date (including the Effective Date) to make any
Prepetition Loan and of each Issuer on any date (including the Effective Date)
to Issue any Letter of Credit is subject to the satisfaction of each of the
following conditions precedent:

       

      (a)           Request for Borrowing or Issuance of
Letter of Credit.  With respect to any Loan, the Prepetition
Administrative Agent shall have received a duly executed Notice of Borrowing
(or, in the case of Swing Loans, a duly executed Swing Loan Request) and, with
respect to any Letter of Credit, the Administrative Agent and the Issuer shall
have received a duly executed Letter of Credit Request.

       

      (b)           Representations and Warranties; No
Defaults.  The following statements shall be true on the date
of such Loan or Issuance, both before and after giving effect thereto and, in
the case of any Loan, to the application of the proceeds therefrom:

       

      (i)           the
representations and warranties set forth in Article IV (Representations and
Warranties) and in the other Prepetition Loan Documents shall be true and
correct on and as of the Effective Date and shall be true and correct in all
material respects on and as of any such date after the Effective Date with the
same effect as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties shall have been true and correct in all
material respects as of such earlier date; and

       

      (ii)           no
Default or Event of Default shall have occurred and be continuing.

       

      (c)           No Legal
Impediments.  The making of the Loans or the Issuance of such
Letter of Credit on such date does not violate any Requirement of Law on the
date of or immediately following such Loan or Issuance of such Letter of Credit
and is not enjoined, temporarily, preliminarily or permanently.

       

      
        
          
          

        

        
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      (d)           Additional
Matters.  The Prepetition Administrative Agent shall have
received such additional documents, information and materials as the Prepetition
Administrative Agent may reasonably request.

       

      Each
submission by a Borrower to the Prepetition Administrative Agent of a Notice of
Borrowing or a Swing Loan Request and the acceptance by such Borrower of the
proceeds of each Loan requested therein, and each submission by a Borrower to an
Issuer of a Letter of Credit Request, and the Issuance of each Letter of Credit
requested therein, shall be deemed to constitute a representation and warranty
by such Borrower as to the matters specified in clause (b) above on the
date of the making of such Loan or the Issuance of such Letter of
Credit.

       

      Section
3.3              Determinations
of Initial Borrowing Conditions

       

      For
purposes of determining compliance with the conditions specified in Section 3.1 (Conditions Precedent to
Initial Prepetition Loans and Letters of Credit), each Lender shall be
deemed to have consented to, approved, accepted or be satisfied with, each
document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to the Lenders unless an officer of the
Prepetition Administrative Agent responsible for the transactions contemplated
by the Prepetition Loan Documents shall have received notice from such Lender
prior to the initial Borrowing or Issuance hereunder specifying its objection
thereto and such Lender shall not have made available to the Prepetition
Administrative Agent such Lender’s Ratable Portion of such
Borrowing.

       

      Conditions
To DIP Loans

       

      Section
3.4              Conditions
Precedent to Initial DIP Loans

       

      The
obligation of each New Money DIP Lender to make the Initial New Money DIP Term
Loans requested to be made by it hereunder, shall not become effective until the
date (the “DIP Effective Date”) on which
each of the following conditions precedent is satisfied or duly waived in
accordance with Section 11.1A
(Amendments, Waivers, Etc.):

       

      (a)           Bankruptcy
Petition.  The Initial Debtors shall have commenced the Initial
Cases with the Bankruptcy Court.

       

      (b)           Interim Order.  The
Interim Order shall have been entered by the Bankruptcy Court on due and proper
notice no later than two (2) Business Days following the Petition Date, which
Interim Order shall be in form and substance acceptable to the Requisite DIP
Lenders in their sole discretion.

       

      (c)           Compliance with Interim
Order.  The Debtors shall be in compliance in all respects with
the Interim Order.

       

      (d)           First Day
Orders.  All First Day Orders (including those related to cash
management and affecting or concerning the Collateral), in form, scope and
substance acceptable to the Requisite DIP Lenders, shall have been entered by
the Bankruptcy Court, be in full force and effect, and shall not, in whole or in
part, have been reversed, modified, amended, stayed, vacated, appealed or
subject to a stay pending appeal or otherwise challenged or being 

       

      
        
          
          

        

        
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      challenged
in whole or in part in any jurisdiction in any part of the world and the Debtors
shall be in compliance with such First Day Orders (except for such modifications
as may be acceptable to the DIP Administrative Agent and the Requisite DIP
Lenders), and the Debtors shall be in compliance in order respects with the
First Day Orders.

       

      (e)           13-Week Budget; Financial
Statements.  The DIP Administrative Agent and the DIP Lenders
shall have received (i) the initial 13-Week Budget of the Debtors, in form
and substance satisfactory to the Requisite DIP Lenders in their sole
discretion, (ii) Holdings’ annual audited financial statements for the year
ending January 31, 2009, in form and substance satisfactory to the
Requisite DIP Lenders in their sole discretion and (iii) financial
statements for the then most recently ended fiscal month of the Debtors ending
at least thirty (30) days prior to the DIP Effective Date, in form and
substance satisfactory to the Requisite DIP Lenders in their sole
discretion.

       

      (f)           Certain
Documents.  The DIP Administrative Agent shall have received on
or prior to the DIP Effective Date each of the following, each dated the DIP
Effective Date unless otherwise indicated or agreed to by the Requisite DIP
Lenders, in form and substance satisfactory to the Requisite DIP
Lenders:

       

      (i)           Amendment
No. 2 and all DIP Subsidiary Consents, duly executed and delivered as provided
therein and, for the account of each DIP Lender requesting the same, a DIP Note
or DIP Notes of the Borrowers conforming to the requirements set forth
herein;

       

      (ii)           [reserved];

       

      (iii)           the
DIP Guaranty, duly executed by each of the DIP Guarantors;

       

      (iv)           the
DIP Depositary Agreement for the DIP Collateral Accounts, duly executed by each
Borrower;

       

      (v)           a
certificate dated as of a recent date from the Secretary of State of the state
of organization (or equivalent for Debtors that are not Domestic Subsidiaries)
of each Debtor attesting to the good standing of each such Debtor;

       

      (vi)           a
certificate of the Secretary or an Assistant Secretary of each Debtor
(A) certifying for each Debtor that each officer of such Debtor is
authorized to execute and deliver this Agreement and each other DIP Loan
Document executed in connection herewith, (B) certifying that there have
been no changes (other than as may be attached to such certificate of the
Secretary or Assistant Secretary) to the certificate of incorporation or by-laws
(or, in each case, equivalent Constituent Document) from the certificate of
incorporation or by-laws (or, in each case, equivalent Constituent Document)
delivered pursuant to the Existing Credit Agreement and (C) attaching
resolutions of such Debtor’s Board of Directors (or equivalent governing body)
approving and authorizing the execution, delivery and performance of this
Agreement and the other DIP Loan Documents and certifying that such resolutions
remain in full force and effect and have not been amended, supplemented or
modified in any way;

       

      
        
          
          

        

        
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      (vii)           each
engagement letter (or amended engagement letter) for each of the Obligors’
professionals that have been or that will be retained under section 327(a),
327(e), 328 or 363 of the Bankruptcy Code, including those of AlixPartners, the
Borrower’s Financial Advisor, and Skadden, Arps, Slate, Meagher & Flom, LLP,
has been executed in form and substance acceptable to the Requisite DIP
Lenders;

       

      (viii)           All
documentation and other information requested by any DIP Lender under applicable
“know your customer” and anti-money laundering rules and regulations, including
the PATRIOT Act, in each case satisfactory the each DIP Lender in its sole
discretion.

       

      (ix)           such
other certificates, documents, agreements and information respecting any DIP
Loan Party as any DIP Lender through the DIP Administrative Agent may reasonably
request.

       

      (g)           Intercompany
Loans.  A summary of the outstanding balance of all
intercompany Indebtedness (including the Intercompany Loans) as of April 30,
2009.

       

      Section
3.5              Failure
to Achieve the DIP Effective Date

       

      If
(i) the DIP Effective Date does not occur by the date that is three
(3) Business Days after the Interim Order Date or (ii) the Interim Order
Date does not occur by the date that is three (3) Business Days after the
Petition Date, all New Money DIP Term Loan Commitments shall automatically
expire and no New Money DIP Term Loans Commitments (including Incremental New
Money DIP Term Loans Commitments) shall be granted thereafter.

       

      Section
3.6              Conditions
Precedent to Final DIP Loans

       

      The
obligation of each DIP Lender to make the Final New Money DIP Term Loans
requested to be made by it hereunder, shall not become effective until the date
(the “DIP Final Effective
Date”) on which each of the following conditions precedent is satisfied
or duly waived in accordance with Section 11.1A (Amendments, Waivers,
Etc.):

       

      (a)           Final Order.  In
respect of the Final Order: (i) the Final Order shall have been entered by
the Bankruptcy Court on due and proper notice and the Final Order Date shall
have occurred no later than forty (40) days after the Interim Order Date,
(ii) the Final Order shall be form and substance satisfactory to the
Requisite DIP Lenders in their sole discretion, and (iii) the Debtors shall
be in compliance with the Final Order.

       

      (b)           Insurance. Evidence that the
insurance policies required by Section 7.5A (Maintenance of
Insurance) are in full force and effect, together with endorsements
naming the DIP Administrative Agent, on behalf of the Secured DIP Parties, as an
additional insured or loss payee under material insurance policies to be
maintained with respect to the properties of Holdings, the Parent, the U.S.
Borrower and their respective Subsidiaries forming part of the DIP Lenders’
Collateral.

       

      Section
3.7              Conditions
Precedent to all DIP Loans

       

      
        
          
          

        

        
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      The
obligation of each DIP Lender to make the each Initial New Money DIP Term Loan
or Final New Money DIP Term Loan requested to be made by it hereunder, shall not
become effective until the date on which each of the following conditions
precedent is satisfied or duly waived in accordance with Section 11.1A (Amendments, Waivers,
Etc.):

       

      (a)           Borrowing
Notice.  The DIP Administrative Agent shall have received a
duly executed New Money DIP Term Loan Borrowing Notice from the applicable
Borrower(s);

       

      (b)           Commitments.  As a
result of the making of such DIP Loan:

       

      (i)           the
amount of New Money DIP Term Loans then outstanding shall not exceed
(A) prior to the Final Order Date, the sum of the Initial New Money DIP
Term Loan Commitments then in effect and (B) after the Final Order Date,
the sum of the New Money DIP Term Loan Commitments then in effect;
and

       

      (ii)           the
amount of DIP Loans then outstanding shall not exceed the amount authorized by
the Interim Order or Final Order, as applicable.

       

      (c)           Interim Order or Final Order in
effect.  The Interim Order or Final Order (as applicable) and
the transactions contemplated by this Agreement and the other DIP Loan Documents
shall be in full force and effect, and shall not, in whole or in part, have been
reversed, modified, amended, stayed, vacated, appealed or subject to a stay
pending appeal or otherwise challenged or subject to any pending or threatened
(in writing) challenge or proceeding in any jurisdiction in any part of the
world and the Debtors shall be in compliance with the Interim Order or Final
Order, as applicable.

       

      (d)           No Material Adverse
Effect.  Since April 06, 2009, no Material Adverse Effect
shall have occurred.

       

      (e)           Fee and Expenses
Paid.  There shall have been paid to the DIP Administrative
Agent, for the account of the DIP Administrative Agent, the other DIP Agents and
the DIP Lenders, as applicable, all fees and expenses (including reasonable fees
and expenses of the DIP Lender Advisors) due and payable on or before the
applicable DIP Borrowing Date (including all such fees described in the DIP Fee
Letter(s)).

       

      (f)           Reporting
Requirements.  The DIP Administrative Agent and the DIP Lenders
shall have received the most recent required 13-Week Budget and Weekly DIP
Budget Performance Report, and the Obligors shall be in compliance with the
applicable 13-Week Budget as required by Section 5.2(f).

       

      (g)           Representations and Warranties; No
Defaults.  The following statements shall be true on the date
of such DIP Loan, both before and after giving effect thereto and to the
application of the proceeds therefrom:

       

      (i)           the
representations and warranties set forth in Article IV.A (Representations and
Warranties) and in the other DIP Loan Documents shall be true and correct
on and as of the DIP Effective Date and shall be true and correct in all
material respects on and as of any such date after the DIP Effective Date with
the same effect as 

       

      
        
          
          

        

        
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      though
made on and as of such date, except to the extent such representations and
warranties expressly relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects as of such earlier date; and

       

      (ii)           no
Default or Event of Default under Section 9.1A shall have
occurred and be continuing.

       

      (h)           No Legal
Impediments.  The making of the Loans on such date does not
violate any Requirement of Law on the date of or immediately following such Loan
or Issuance of such Letter of Credit and is not enjoined, temporarily,
preliminarily or permanently.

       

      (i)           Administrative
Claims.  Other than the Carve-Out, no administrative claim that
is senior to or pari
passu with the super-priority claims of the DIP Administrative Agent and
the DIP Lenders shall exist.

       

      Each
submission by a Borrower to the DIP Administrative Agent of a New Money DIP Term
Loan Borrowing Notice and the acceptance by such Borrower of the proceeds of
each DIP Loan requested therein, shall be deemed to constitute a representation
and warranty by such Borrower as to the matters specified in clause(g) above on the date
of the making of such DIP Loan.

       

      ARTICLE
IV


       

      Representations and Warranties With Respect to Prepetition
Obligations 

       

      To
induce the Lenders, the Issuers, the Prepetition Administrative Agent to enter
into this Agreement, each of Holdings and the Borrowers represents and warrants
each of the following to the Lenders, the Issuers, the Prepetition
Administrative Agent, on and as of the Effective Date and the making of the
Loans and the other financial accommodations on the Effective Date and on and as
of each date as required by Section 3.2(b)(i) (Conditions
Precedent to Each Prepetition Loan and Letter of Credit):

       

      Section
4.1             Corporate
Existence; Compliance with Law

       

      Each
of Holdings, the Borrowers and their Subsidiaries (a) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (b) is duly qualified to do business as a foreign entity and
in good standing under the laws of each jurisdiction where such qualification is
necessary, except where the failure to be so qualified or in good standing would
not, in the aggregate, have a Material Adverse Effect, (c) has all
requisite power and authority and the legal right to own, pledge, mortgage and
operate its properties, to lease the property it operates under lease and to
conduct its business as now or currently proposed to be conducted, (d) is
in compliance with its Constituent Documents, (e) is in compliance with all
applicable Requirements of Law except where the failure to be in compliance
would not, in the aggregate, have a Material Adverse Effect and (f) has all
necessary licenses, permits, consents or approvals from or by, has made all
necessary filings with, and has given all necessary notices to, each
Governmental Authority having jurisdiction, to the extent required for such
ownership, operation and conduct, except for licenses, permits, consents,
approvals or filings that can be obtained or made by the taking of ministerial
action to secure the 

       

      
        
          
          

        

        
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      grant
or transfer thereof or the failure to obtain or make would not, in the
aggregate, have a Material Adverse Effect.

       

      Section
4.2              Corporate
Power; Authorization; Enforceable Obligations

       

      (a)           The
execution, delivery and performance by each Loan Party of the Prepetition Loan
Documents to which it is a party and the consummation of the transactions
contemplated thereby:

       

      (i)           are
within such Loan Party’s corporate, limited liability company, partnership or
other powers;

       

      (ii)           have
been or, at the time of delivery thereof pursuant to Article III (Conditions To Loans And Letters Of
Credit) will have been duly authorized by all necessary action, including
the consent of shareholders, partners and members where required;

       

      (iii)           do
not and will not (A) contravene such Loan Party’s or any of its
Subsidiaries’ respective Constituent Documents, (B) violate any other
Requirement of Law applicable to such Loan Party (including Regulations T, U and
X of the Federal Reserve Board), or any order or decree of any Governmental
Authority or arbitrator applicable to such Loan Party, (C) conflict with or
result in the breach of, or constitute a default under, or result in or permit
the termination or acceleration of, any Contractual Obligation of such Loan
Party or any of its Subsidiaries or (D) result in the creation or
imposition of any Lien upon any property of such Loan Party or any of its
Subsidiaries, other than those in favor of the Secured Parties pursuant to the
Collateral Documents; and

       

      (iv)           do
not require the consent of, authorization by, approval of, notice to, or filing
or registration with, any Governmental Authority or any other Person, other than
those listed on Schedule
4.2 (Consent) and that have been or will be, prior to the Effective Date,
obtained or made, copies of which have been or will be delivered to the
Prepetition Administrative Agent pursuant to Section 3.1 (Conditions Precedent to
Initial Prepetition Loans and Letters of Credit), and each of which on
the Effective Date will be in full force and effect and, with respect to the
Collateral, filings (if any) required to perfect the Liens created by the
Collateral Documents.

       

      (b)           This
Agreement has been, and each of the other Prepetition Loan Documents will have
been upon delivery thereof pursuant to the terms of this Agreement, duly
executed and delivered by each Loan Party party thereto.  This
Agreement is, and the other Prepetition Loan Documents will be, when delivered
hereunder, the legal, valid and binding obligation of each Loan Party party
thereto, enforceable against such Loan Party in accordance with its
terms.

       

      (c)           The
execution, delivery and performance by each Intercompany Loan Party of the
Intercompany Loan Documents to which it is a party and the consummation of the
transactions contemplated thereby:

       

      
        
          
          

        

        
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      (i)           are
within such Intercompany Loan Party’s corporate, limited liability company,
partnership or other powers;

       

      (ii)           have
been or, at the time of delivery thereof will have been duly authorized, by all
necessary action, including the consent of shareholders, partners and members
where required;

       

      (iii)           do
not and will not (A) contravene such Intercompany Loan Party’s or any of
its Subsidiaries’ respective Constituent Documents, (B) violate any other
Requirement of Law applicable to such Intercompany Loan Party, or any order or
decree of any Governmental Authority or arbitrator applicable to such
Intercompany Loan Party, (C) conflict with or result in the breach of, or
constitute a default under, or result in or permit the termination or
acceleration of, any Contractual Obligation of such Intercompany Loan Party or
any of its Subsidiaries or (D) result in the creation or imposition of any
Lien upon any property of such Intercompany Loan Party or any of its
Subsidiaries, other than those in favor of Intercompany Lenders pursuant to the
Intercompany Collateral Documents; and

       

                    (iv)      
do not require the consent of, authorization by, approval of, notice to, or
filing or registration with, any Governmental Authority or any other Person,
other than those listed on  Schedule 4.2 (-Consents) and that have been
or will be, prior to the Effective Date, obtained or made, copies of which have
been or will be delivered to the Prepetition Administrative Agent pursuant to
Section 3.1 (Conditions
Precedent to Initial Prepetition Loans and Letters of Credit), and each
of which on the Effective Date will be in full force and effect.

       

      (d)           Each
of the Intercompany Loan Documents will have been, upon delivery pursuant to the
terms of this Agreement, duly executed and delivered by each Intercompany Loan
Party party thereto.  The Intercompany Loan Documents will be, when
delivered hereunder, the legal, valid and binding obligation of each
Intercompany Loan Party party thereto, enforceable against such Intercompany
Loan Party in accordance with its terms.

       

      Section
4.3              Ownership;
Subsidiaries

       

      (a)           All
of the outstanding capital stock of Holdings has been validly issued, is fully
paid and non-assessable.  There are no agreements or understandings to
which the Parent is a party with respect to the voting, sale or transfer of any
shares of Stock of the Parent or any agreement restricting the transfer or
hypothecation of any such shares.

       

      (b)           As
of the Effective Date, (i) the authorized capital stock of the U.S.
Borrower consists of 600,000 shares of common stock, $0.01 par value per share,
of which 590,000 shares are issued and outstanding and 100,000 shares of Series
A Preferred Stock, $1.00 par value per share, of which 81,118 shares are issued
and outstanding, (ii) the subscribed capital stock of the Luxembourg
Borrower is set at EURO 31,000 consisting of 31,000 shares, €1.00 par value per
share and (iii) the authorized capital stock of the Parent consists of
1,000 shares of common stock, $0.01 par value per share, of which 1,000 shares
are issued and outstanding.  All of the outstanding capital stock of
the U.S. Borrower has been validly issued, is fully paid and 

       

      
        
          
          

        

        
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      non-assessable
and is owned beneficially and of record by the Parent, all of the outstanding
capital stock of the Parent has been validly issued, is fully paid and
non-assessable and is owned beneficially and of record by Holdings, all of the
outstanding capital stock of the Luxembourg Borrower has been validly issued, is
fully paid and non-assessable and is owned beneficially and of record by the
U.S. Borrower and Hayes Lemmerz Finance LLC, in each case, free and clear of all
Liens other than the Lien in favor of the Prepetition Administrative Agent for
the benefit of the Secured Parties created by the Collateral
Documents.  No Stock of the U.S. Borrower is subject to any option,
warrant, right of conversion or purchase or any similar right, except
(i) as set forth in the Certificate of Designations for the Series A
Preferred Stock in effect on the Effective Date and (ii) preferred equity
certificates.  There are no agreements or understandings to which the
U.S. Borrower, is a party with respect to the voting, sale or transfer of any
shares of Stock of the U.S. Borrower or any agreement restricting the transfer
or hypothecation of any such shares.

       

      (c)           Set
forth on Schedule 4.3
(-   Ownership of Subsidiaries) is
a complete and accurate list showing, as of the Effective Date, all Subsidiaries
of Holdings and the U.S. Borrower and, as to each such Subsidiary, the
jurisdiction of its organization, the number of shares of each class of Stock
authorized (if applicable), the number outstanding on the Effective Date and the
number and percentage of the outstanding shares of each such class owned
(directly or indirectly) by the U.S. Borrower.  Except for the Series
A Preferred Stock of the U.S. Borrower, no Stock of any Subsidiary of Holdings
is subject to any outstanding option, warrant, right of conversion or purchase
of any similar right.  All of the outstanding Stock of each Subsidiary
of the U.S. Borrower owned (directly or indirectly) by the U.S. Borrower has
been validly issued, is fully paid and non-assessable (to the extent applicable)
and is owned by the U.S. Borrower or a Subsidiary of the U.S. Borrower, free and
clear of all Liens (other than the Liens in favor of the Prepetition
Administrative Agent for the benefit of the Secured Parties created pursuant to
the Collateral Documents and, in the case of all other Subsidiaries of the U.S.
Borrower, other than the Liens created pursuant to the Intercompany Pledge and
Security Agreements), options, warrants, rights of conversion or purchase or any
similar rights.  Neither the U.S. Borrower nor any such Subsidiary is
a party to, or has knowledge of, any agreement restricting the transfer or
hypothecation of any Stock of any such Subsidiary, other than the Prepetition
Loan Documents and the Intercompany Loan Documents.  The U.S. Borrower
does not own or hold, directly or indirectly, any Stock of any Person other than
such Subsidiaries and Investments permitted by Section 8.3 (Investments).

       

      (d)           The
Dormant Subsidiaries conduct no business and have no material
assets.

       

      Section
4.4             Financial
Statements

       

      (a)           The
Consolidated balance sheet of Holdings and its Subsidiaries as at
January 31, 2007, and the related Consolidated statements of income,
retained earnings and cash flows of Holdings and its Subsidiaries for the fiscal
year then ended, certified by KPMG, LLP, copies of which have been furnished to
each Lender, fairly present the Consolidated financial condition of Holdings and
its Subsidiaries as at such dates and the Consolidated results of the operations
of Holdings and its Subsidiaries for the period ended on such dates in
conformity with GAAP.

       

      
        
          
          

        

        
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      (b)           Neither
Holdings, the U.S. Borrower nor any of their respective Subsidiaries has any
material obligation, contingent liability or liability for taxes, long-term
leases or unusual forward or long-term commitment that is not reflected in the
Financial Statements referred to in clause (a) above or in
the notes thereto and not otherwise permitted by this Agreement.

       

      (c)           The
Projections, a copy of which was delivered to the Prepetition Administrative
Agent on the Effective Date, were prepared by the U.S. Borrower in light of the
past operations of its business, and reflect projections for the five year
period beginning on the Effective Date on a Fiscal Quarter by Fiscal Quarter
basis for the first year and on a year by year basis thereafter.  The
Projections are based upon estimates and assumptions stated therein, all of
which the Borrowers believe to be reasonable and fair in light of conditions and
facts known to the Borrowers as of the Effective Date and, as of the Effective
Date, reflect the Borrowers’ good faith and reasonable estimates of the future
financial performance of the U.S. Borrower and its Subsidiaries and of the other
information projected therein for the periods set forth therein.

       

      (d)           The
unaudited pro forma
Consolidated balance sheet of Holdings and its Subsidiaries, a copy of which was
delivered to each Lender, (i) was prepared as of January 31, 2007,
(ii) reflects as of such date, on a pro forma basis after giving
effect to the initial Loans and Letters of Credit under the Existing Credit
Agreement, the Consolidated financial condition of Holdings and its Subsidiaries
and (iii) the assumptions expressed therein are reasonable based on the
information available to Holdings at the time so furnished.

       

      Section
4.5             Material
Adverse Change

       

      Since
January 31, 2007, there has been no Material Adverse Change and there have
been no events or developments that, in the aggregate, have had a Material
Adverse Effect.

       

      Section
4.6             Solvency

       

      After
giving effect to (a) the Loans, Letter of Credit Obligations and
Intercompany Loans to be made or extended on the Effective Date or such other
date as Loans and Letter of Credit Obligations requested, and Intercompany Loans
permitted, hereunder are made or extended, (b) the disbursement of the
proceeds of such Loans or Intercompany Loans pursuant to the instructions of the
Borrowers and (c) the payment and accrual of all transaction costs in
connection with the foregoing, the Loan Parties and their Subsidiaries, taken as
a whole, are Solvent.

       

      Section
4.7             Litigation

       

      Except
as set forth on Schedule 4.7
(Litigation), there are no pending or, to the knowledge of the Borrowers,
threatened actions, investigations or proceedings affecting the U.S. Borrower or
any of its Subsidiaries before any court, Governmental Authority or arbitrator
other than those that, in the aggregate, would not have a Material Adverse
Effect.  The performance of any action by any Loan Party or any other
Subsidiary of the Borrowers required or contemplated by any Prepetition Loan
Document, any Related Document or any Intercompany Loan Document is not
restrained or enjoined (either temporarily, preliminarily or
permanently).

       

      
        
          
          

        

        
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      Section
4.8             Taxes

       

      (a)           Except
as set forth on Schedule 4.8 (Taxes),
all federal, state, local and foreign income and franchise and other material
tax returns, reports and statements (collectively, the “Tax Returns”) required to be
filed by the U.S. Borrower or any of its Tax Affiliates have been filed with the
appropriate Governmental Authorities in all jurisdictions in which such Tax
Returns are required to be filed, all such Tax Returns are true and correct in
all material respects, and all taxes, charges and other impositions reflected
therein have been paid prior to the date on which any fine, penalty, interest,
late charge or loss may be added thereto for non-payment thereof except where
contested in good faith and by appropriate proceedings if adequate reserves
therefor have been established on the books of the U.S. Borrower or such Tax
Affiliate in conformity with GAAP.  If any Tax Return of the U.S.
Borrower or any of its Tax Affiliates is under audit or examination by any
Governmental Authority and one or more material issues has arisen in the course
of such audit or examination, an explanation of such issue or issues is provided
in Schedule 4.8
(Taxes), as the same may be updated from time to time by written notice
to the Prepetition Administrative Agent.  Except as set forth on Schedule 4.8 (Taxes),
proper and accurate amounts have been withheld by the U.S. Borrower and each of
its Tax Affiliates from their respective employees for all periods in full and
material compliance with the tax, social security and unemployment withholding
provisions of applicable Requirements of Law and such withholdings have been
timely paid to the respective Governmental Authorities.

       

      (b)           Except
as set forth on Schedule 4.8 (Taxes),
none of the U.S. Borrower or any of its Tax Affiliates has (i) executed or
filed with the IRS or any other Governmental Authority any agreement or other
document extending, or having the effect of extending, the period for the
assessment or collection of any charges, (ii) incurred any obligation under
any tax sharing agreement or arrangement other than those of which the
Prepetition Administrative Agent have received a copy prior to the Effective
Date or (iii) been a member of an affiliated, combined or unitary group
other than the group of which the U.S. Borrower (or its Tax Affiliate) is the
common parent.

       

      Section
4.9             Full
Disclosure

       

      (a)           The
information prepared or furnished by or on behalf of the U.S. Borrower or any of
its Subsidiaries in connection with any Prepetition Loan Document, the Related
Documents, the Rights Offering Documents or the Intercompany Loan Documents or
the consummation of the transactions contemplated hereunder and thereunder taken
as a whole, including the information contained in the Disclosure Documents,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements contained therein or herein not
misleading taken as a whole in light of the circumstances in which
made.

       

      (b)           The
U.S. Borrower has delivered to each Lender a true, complete and correct copy of
each Disclosure Document.  The Disclosure Documents comply as to form
in all material respects with all applicable requirements of all applicable
state and Federal securities laws.

       

      Section
4.10           Margin
Regulations

       

      
        
          
          

        

        
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      No
Loan Party is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U of the
Federal Reserve Board), and no proceeds of any Loan or Intercompany Loan will be
used to purchase or carry any such margin stock or to extend credit to others
for the purpose of purchasing or carrying any such margin stock in contravention
of Regulation T, U or X of the Federal Reserve Board.

       

      Section
4.11           No
Burdensome Restrictions; No Defaults

       

      (a)           No
Loan Party and none of their respective Subsidiaries (i) is a party to any
Contractual Obligation the compliance with one or more of which would have, in
the aggregate, a Material Adverse Effect or the performance of which by any
thereof, either unconditionally or upon the happening of an event, would result
in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any
thereof or (ii) is subject to one or more charter or corporate restrictions
that would, in the aggregate, have a Material Adverse Effect.

       

      (b)           Neither
the Parent nor any of its Subsidiaries is in default under or with respect to
any Contractual Obligation owed by it and, to the knowledge of the Borrowers, no
other party is in default under or with respect to any Contractual Obligation
owed to any Loan Party or to any Subsidiary of a Loan Party, other than, in
either case, those defaults that, in the aggregate, would not have a Material
Adverse Effect.

       

      (c)           No
Default or Event of Default has occurred and is continuing.

       

      (d)           To
the best knowledge of the Borrowers, there are no Requirements of Law applicable
to any Loan Party or any Subsidiary of any Loan Party the compliance with which
by such Loan Party or such Subsidiary, as the case may be, would, in the
aggregate, have a Material Adverse Effect.

       

      Section
4.12           Investment
Company Act

       

      Neither
Holdings nor the Parent nor any of their respective Subsidiaries is an “investment company” or an
“affiliated person” of,
or “promoter” or “principal underwriter” for,
an “investment
company,” as such terms are defined in the Investment Company Act of
1940, as amended.

       

      Section
4.13           Use
of Proceeds

       

      The
proceeds of the Loans and the Letters of Credit are being used by the Borrowers
solely (a) to pay costs, fees and expenses related to the execution and
delivery of this Agreement and the consummation of the transactions contemplated
under the Prepetition Loan Documents, the Related Documents and the Rights
Offering Documents, (b) to refinance a portion of the existing debt under
the Existing Credit Agreement, including certain foreign intercompany loans made
in connection with the Existing Credit Agreement, (c) to provide working
capital from time to time for the Borrowers and their respective Subsidiaries
and (d) for other general corporate purposes.

       

      Section
4.14           Insurance

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      All
policies of insurance of any kind or nature of the U.S. Borrower or any of its
Subsidiaries, including policies of life, fire, theft, product liability, public
liability, property damage, other casualty, employee fidelity, workers’
compensation and employee health and welfare insurance, are in full force and
effect and are of a nature and provide such coverage as is sufficient and as is
customarily carried by businesses of the size and character of such
Person.

       

      Section
4.15           Labor
Matters

       

      (a)           There
are no strikes, work stoppages, slowdowns or lockouts pending or threatened
against or involving the U.S. Borrower or any of its Subsidiaries, other than
those that, in the aggregate, would not have a Material Adverse
Effect.

       

      (b)           There
are no unfair labor practices, grievances or complaints pending, or, to the
Borrowers’ knowledge, threatened, against or involving the U.S. Borrower or any
of its Subsidiaries, nor are there any arbitrations or grievances threatened
involving the U.S. Borrower or any of its Subsidiaries, other than those that,
in the aggregate, would not have a Material Adverse Effect.

       

      (c)           Except
as set forth on Schedule 4.15 (Labor Matters), as of the
Effective Date, there is no collective bargaining agreement covering any
employee of the U.S. Borrower or its Subsidiaries.

       

      (d)           Schedule 4.15 (Labor Matters) sets forth as
of the Effective Date, all material consulting agreements, executive employment
agreements, executive compensation plans, deferred compensation agreements,
employee stock purchase and stock option plans and severance plans of the U.S.
Borrower and any of its Subsidiaries.

       

      Section
4.16           ERISA

       

      (a)           Schedule 4.16(a) (List of
Plans) separately identifies as of the Effective Date all Title IV
Plans, all Multiemployer Plans and all of the employee benefit plans within the
meaning of Section 3(3) of ERISA to which the U.S. Borrower or any of its
Domestic Subsidiaries has any obligation or liability, contingent or
otherwise.

       

      (b)           Each
employee benefit plan of the U.S. Borrower or any of its Domestic Subsidiaries
intended to qualify under Section 401 of the Code has received a
determination letter from the IRS stating that it is so qualified and any trust
created thereunder is exempt from tax under the provisions of Section 501
of the Code, and no event has occurred since the date of such determination that
would adversely affect such determination, except where such failures, in the
aggregate, would not have a Material Adverse Effect.

       

      (c)           Each
Title IV Plan is in compliance in all material respects with applicable
provisions of ERISA, the Code and other Requirements of Law except for
non-compliances that, in the aggregate, would not have a Material Adverse
Effect.

       

      (d)           There
has been no, nor is there reasonably expected to occur, any ERISA Event other
than those that, in the aggregate, would not have a Material Adverse
Effect.

       

      
        
          
          

        

        
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      (e)           Except
to the extent set forth on Schedule 4.16(a) (List of Plans), none of the
U.S. Borrower, any of the U.S. Borrower’s Subsidiaries or any ERISA Affiliate
would have any Withdrawal Liability that could reasonably be expected to result
in a Material Adverse Effect as a result of a complete withdrawal as of the
Effective Date from any Multiemployer Plan.

       

      Section
4.17           Environmental
Matters

       

      (a)           The
operations of the U.S. Borrower and each of its Subsidiaries have been and are
in compliance with all Environmental Laws, including obtaining and complying
with all required environmental, health and safety Permits, other than
non-compliances that, in the aggregate, would not have a reasonable likelihood
of the U.S. Borrower and its Subsidiaries incurring Environmental Liabilities
and Costs that have a Material Adverse Effect.

       

      (b)           None
of the U.S. Borrower or any of its Subsidiaries or any real property currently
or, to the knowledge of the Borrowers, previously owned, operated or leased by
or for the U.S. Borrower or any of its Subsidiaries is subject to any pending
or, to the knowledge of the Borrowers, threatened, claim, order, agreement,
notice of violation, notice of potential liability or is the subject of any
pending or threatened proceeding or governmental investigation under or pursuant
to Environmental Laws other than those that, in the aggregate, are not
reasonably likely to result in the U.S. Borrower and its Subsidiaries incurring
Environmental Liabilities and Costs that have a Material Adverse
Effect.

       

      (c)           None
of the U.S. Borrower or any of its Subsidiaries is a treatment, storage or
disposal facility requiring a Permit under the Resource Conservation and
Recovery Act, 42 U.S.C. § 6901 et seq., the regulations thereunder or any
state analog.

       

      (d)           To
the knowledge of the U.S. Borrower and its Subsidiaries, there are no facts,
circumstances or conditions arising out of or relating to the operations or
ownership of the U.S. Borrower or of real property owned, operated or leased by
the U.S. Borrower or any its Subsidiaries that are not specifically included in
the financial information furnished to the Lenders other than those that, in the
aggregate, would not have a reasonable likelihood of the
U.S.  Borrower and its Subsidiaries incurring Environmental
Liabilities and Costs that have a Material Adverse Effect.

       

      (e)           As
of the Effective Date, no Environmental Lien has attached to any property of the
U.S. Borrower or any of its Subsidiaries and, to the knowledge of the Borrowers,
no facts, circumstances or conditions exist that could reasonably be expected to
result in any such Lien attaching to any such property.

       

      (f)           The
U.S. Borrower and each of its Subsidiaries have made available to the Lenders
copies of all material environmental, health or safety audits, studies,
assessments, inspections, investigations or other environmental health and
safety reports relating to the operations of the U.S. Borrower or any of its
Subsidiaries or any real property of any of them that are in the possession,
custody or control of the U.S. Borrower or any of its Subsidiaries.

       

      (g)           This
Section 4.17
represents the sole and exclusive representations and warranties regarding
environmental, health and safety matters.

       

      
        
          
          

        

        
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      Section
4.18           Intellectual
Property

       

      The
U.S. Borrower and its Subsidiaries own or license or otherwise have the right to
use all licenses, permits, patents, patent applications, trademarks, trademark
applications, service marks, trade names, copyrights, copyright applications,
trade secrets and other intellectual property rights (including all Intellectual
Property as defined in the Pledge and Security Agreement) that are necessary for
or used in the operations of their respective businesses without infringement
upon or conflict with the rights of any other Person with respect thereto,
except as would not have a Material Adverse Effect.  As of the
Effective Date, except as set forth on Schedule 4.7 hereto,
there is no claim or litigation pending or threatened in writing and, to the
knowledge of the U.S. Borrower, there is no claim or litigation likely to be
asserted against the U.S. Borrower or its Subsidiaries regarding any of the
foregoing.

       

      Section
4.19           Title;
Real Property

       

      (a)           Each
of the U.S. Borrower and its Subsidiaries has good and marketable title to, or
valid leasehold interests in, all real property and good title to all tangible
personal property, in each case, that is purported to be owned or leased by it,
including those reflected on the most recent Financial Statements delivered by
the U.S. Borrower, and none of such real or personal properties and assets is
subject to any Lien, except Liens permitted under Section 8.2 (Liens, Etc.).  The
U.S. Borrower and its Subsidiaries have received all deeds, assignments,
waivers, consents, non-disturbance and recognition or similar agreements, bills
of sale and other documents, and have duly effected all recordings, filings and
other actions necessary to establish, protect and perfect the U.S. Borrower’s
and its Subsidiaries’ right, title and interest in and to all material
property.

       

      (b)           All
Permits required to have been issued, used or necessary to enable all real
property owned or leased by the U.S. Borrower or any of its Subsidiaries to be
lawfully occupied and used for all of the purposes for which they are currently
occupied and used have been lawfully issued and are in full force and effect,
other than those that, in the aggregate, would not have a Material Adverse
Effect.

       

      (c)           None
of the U.S. Borrower or any of its Subsidiaries has received any written notice,
or has any knowledge, of any pending, threatened or contemplated condemnation
proceeding affecting any real property owned or leased by the U.S. Borrower or
any of its Subsidiaries or any part thereof, except those that, in the
aggregate, would not have a Material Adverse Effect.

       

      Section
4.20           Related
Documents

       

      (a)           The
execution, delivery and performance by each Loan Party of the Related Documents
to which it is a party and the consummation of the transactions contemplated
thereby by such Loan Party:

       

      (i)           are
within such Loan Party’s respective corporate, limited liability company,
partnership or other powers;

       

      
        
          
          

        

        
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      (ii)           at
the Effective Date, were duly authorized by all necessary corporate or other
action, including the consent of stockholders where required;

       

      (iii)           do
not and will not (A) contravene or violate any Loan Party’s or any of its
Subsidiaries’ respective Constituent Documents, (B) violate any other
Requirement of Law applicable to any Loan Party, or any order or decree of any
Governmental Authority or arbitrator, (C) conflict with or result in the
breach of, constitute a default under, or result in or permit the termination or
acceleration of, any Contractual Obligation of any Loan Party or any of its
Subsidiaries, except for those that, in the aggregate, would not have a Material
Adverse Effect or (D) result in the creation or imposition of any Lien upon
any property of any Loan Party or any of its Subsidiaries; and

       

      (iv)           do
not require the consent of, authorization by, approval of, notice to, or filing
or registration with, any Governmental Authority or any other Person, other than
those that (A) will have been obtained at the Effective Date, each of which
will be in full force and effect on the Effective Date, none of which will on
the Effective Date impose materially adverse conditions upon the exercise of
control by Holdings over the U.S. Borrower or by the U.S. Borrower over any of
its Subsidiaries and (B) in the aggregate, if not obtained, would not have
a Material Adverse Effect.

       

      (b)           Each
of the Related Documents has been duly executed and delivered by each Loan Party
party thereto and is the legal, valid and binding obligation of each Loan Party
party thereto, enforceable against such Loan Party in accordance with its
terms.

       

      (c)           None
of the Related Documents has been amended or modified in any respect and no
provision therein has been waived, except, in each case, to the extent permitted
by Section 8.12 (Modification of Related
Documents), and each of the representations and warranties therein are
true and correct in all material respects and no default or event that, with the
giving of notice or lapse of time or both, would be a default has occurred
thereunder.

       

      ARTICLE
IV.A


       

      Representations
and Warranties With Respect To DIP Facilities

       

      To
induce the DIP Lenders, and the DIP Administrative Agent to enter into this
Agreement, each of Holdings and the Borrowers represents and warrants each of
the following to the DIP Lenders, the DIP Administrative Agent, on and as of the
DIP Effective Date, each other DIP Borrowing Date, each date of withdrawal of
funds from a DIP Collateral Account (as specified in the applicable DIP
Withdrawal Certificate) and the date of the making of each other financial
accommodation by the DIP Lenders under this Agreement (each such date a “DIP Warranty
Date”):

       

      Section
4.1.A          Corporate
Existence; Compliance with Law

       

      Each
of Holdings, the Borrowers and their Subsidiaries (a) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (b) is duly qualified to do business as a foreign entity and
in good standing under the laws of each 

       

      
        
          
          

        

        
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      jurisdiction
where such qualification is necessary, except where the failure to be so
qualified or in good standing would not, in the aggregate, have a Material
Adverse Effect, (c) upon entry of the Interim Order and (when applicable)
the Final Order, has all requisite power and authority and the legal right to
own, pledge, mortgage and operate its properties, to lease the property it
operates under lease and to conduct its business as now or currently proposed to
be conducted, (d) is in compliance with its Constituent Documents,
(e) is in compliance with all applicable Requirements of Law except where
the failure to be in compliance would not, in the aggregate, have a Material
Adverse Effect and (f) has all necessary licenses, permits, consents or
approvals from or by, has made all necessary filings with, and has given all
necessary notices to, each Governmental Authority having jurisdiction, to the
extent required for such ownership, operation and conduct, except for licenses,
permits, consents, approvals or filings that can be obtained or made by the
taking of ministerial action to secure the grant or transfer thereof or the
failure to obtain or make would not, in the aggregate, have a Material Adverse
Effect.

       

      Section
4.2.A          Corporate
Power; Authorization; Enforceable Obligations

       

      (a)           The
execution, delivery and performance by each Loan Party of the DIP Loan Documents
to which it is a party and the consummation of the transactions contemplated
thereby upon entry of the Interim Order and (when applicable) the Final
Order:

       

      (i)           are
within such Loan Party’s corporate, limited liability company, partnership or
other powers;

       

      (ii)           have
been or, at the time of delivery thereof pursuant to Section 3.4 will have been
duly authorized by all necessary action, including the consent of shareholders,
partners and members where required;

       

      (iii)           do
not and will not (A) contravene such Loan Party’s or any of its
Subsidiaries’ respective Constituent Documents, (B) violate any other
Requirement of Law applicable to such Loan Party (including Regulations T, U and
X of the Federal Reserve Board), or any order or decree of any Governmental
Authority (including the Bankruptcy Court) or arbitrator applicable to such Loan
Party, (C) subject (during the pendency of the Cases with respect to such
Loan Party) to the entry of the Interim Order or (when applicable) the Final
Order, conflict with or result in the breach of, or constitute a default under,
or result in or permit the termination or acceleration of, any Contractual
Obligation of such Loan Party or any of its Subsidiaries or (D) result in
the creation or imposition of any Lien upon any property of such Loan Party or
any of its Subsidiaries, other than those in favor of the Secured Parties
pursuant to the Collateral Documents; and

       

      (iv)           do
not require the consent of, authorization by, approval of, notice to, or filing
or registration with, any Governmental Authority or any other Person, other than
the Bankruptcy Court and those listed on Schedule 4.2A (Consents) and
that have been or will be, prior to the DIP Effective Date,  obtained
or made, copies of which have been or will be delivered to the DIP
Administrative Agent pursuant to Section 3.4 (Conditions Precedent to
Initial DIP Loans), and each of which on each DIP Warranty Date will be
in full force and effect and, with respect to the Collateral, filings (if any)
required to perfect the Liens created by the Collateral Documents.

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      (b)           This
Agreement has been, and each of the other DIP Loan Documents will have been upon
delivery thereof pursuant to the terms of this Agreement, duly executed and
delivered by each Loan Party party thereto.  This Agreement is, and
the other DIP Loan Documents will be, when delivered hereunder, the legal, valid
and binding obligation of each Loan Party party thereto, enforceable against
such Loan Party in accordance with its terms.

       

      (c)           The
execution, delivery and performance by each Intercompany Loan Party of the
Intercompany Loan Documents to which it is a party and the consummation of the
transactions contemplated thereby:

       

      (i)           are
within such Intercompany Loan Party’s corporate, limited liability company,
partnership or other powers;

       

      (ii)           have
been or, at the time of delivery thereof will have been duly authorized, by all
necessary action, including the consent of shareholders, partners and members
where required;

       

      (iii)           do
not and will not (A) contravene such Intercompany Loan Party’s or any of
its Subsidiaries’ respective Constituent Documents, (B) violate any other
Requirement of Law applicable to such Intercompany Loan Party, or any order or
decree of any Governmental Authority or arbitrator applicable to such
Intercompany Loan Party, (C) conflict with or result in the breach of, or
constitute a default under, or result in or permit the termination or
acceleration of, any Contractual Obligation of such Intercompany Loan Party or
any of its Subsidiaries or (D) result in the creation or imposition of any
Lien upon any property of such Intercompany Loan Party or any of its
Subsidiaries; and

       

      (iv)           do
not require the consent of, authorization by, approval of, notice to, or filing
or registration with, any Governmental Authority or any other Person, other than
those listed on Schedule 4.2A (Consents – DIP
Effective Date).

       

      (d)           Each
of the Intercompany Loan Documents will have been, upon delivery pursuant to the
terms of this Agreement, duly executed and delivered by each Intercompany Loan
Party party thereto.  The Intercompany Loan Documents will be, when
delivered hereunder, the legal, valid and binding obligation of each
Intercompany Loan Party party thereto, enforceable against such Intercompany
Loan Party in accordance with its terms.

       

      Section
4.3.A          Ownership;
Subsidiaries

       

      (a)           All
of the outstanding capital stock of Holdings has been validly issued, is fully
paid and non-assessable.  There are no agreements or understandings to
which the Parent is a party with respect to the voting, sale or transfer of any
shares of Stock of the Parent or any agreement restricting the transfer or
hypothecation of any such shares, except pursuant to the Collateral
Documents.

       

      (b)           Set
forth on Schedule 4.3A
(Ownership of Subsidiaries – DIP Effective Date) is a complete and
accurate list showing, as of the DIP Effective Date and each other DIP Warranty
Date, all Subsidiaries of Holdings and the U.S. Borrower and, as to each such


       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      Subsidiary,
the jurisdiction of its organization, the number of shares of each class of
Stock authorized (if applicable), the number outstanding on the DIP Effective
Date and each other DIP Warranty Date and the number and percentage of the
outstanding shares of each such class owned (directly or indirectly) by the U.S.
Borrower.  Except for the Series A Preferred Stock of the U.S.
Borrower and, except as set for on Schedule 4.3A, no Stock of
any Subsidiary of Holdings is subject to any outstanding option, warrant, right
of conversion or purchase or any similar right.  All of the
outstanding Stock of each Subsidiary of the U.S. Borrower owned (directly or
indirectly) by the U.S. Borrower has been validly issued, is fully paid and
non-assessable (to the extent applicable) and is owned by the U.S. Borrower or a
Subsidiary of the U.S. Borrower, free and clear of all Liens (other than the
Liens in favor of the Secured Parties created pursuant to the Collateral
Documents and, in the case of all other Subsidiaries of the U.S. Borrower, other
than the Liens created pursuant to the Intercompany Pledge and Security
Agreements), options, warrants, rights of conversion or purchase or any similar
rights.  Neither the U.S. Borrower nor any such Subsidiary is a party
to, or has knowledge of, any agreement restricting the transfer or hypothecation
of any Stock of any such Subsidiary, other than the DIP Loan Documents, the
Intercompany Loan Documents, the Collateral Documents, the DIP Collateral
Documents and as set forth in Schedule 8.10A (Negative Pledges –
DIP Effective Date).  The U.S. Borrower does not own or hold,
directly or indirectly, any Stock of any Person other than such Subsidiaries and
Investments permitted by Section 8.3A (Investments).

       

      (c)           The
Dormant Subsidiaries conduct no business and have no material
assets.

       

      Section
4.4.A          Financial
Statements

       

      (a)           The
Consolidated balance sheet of Holdings and its Subsidiaries as at
January 31, 2009, and the related Consolidated statements of income,
retained earnings and cash flows of Holdings and its Subsidiaries for the fiscal
year then ended, certified by KPMG, LLP, copies of which have been furnished to
each Lender, fairly present the Consolidated financial condition of Holdings and
its Subsidiaries as at such dates and the Consolidated results of the operations
of Holdings and its Subsidiaries for the period ended on such dates in
conformity with GAAP.

       

      (b)           Neither
Holdings, the U.S. Borrower nor any of their respective Subsidiaries has any
material obligation, contingent liability or liability for taxes, long-term
leases or unusual forward or long-term commitment that is not reflected in the
Financial Statements referred to in clause (a) above or in
the notes thereto and not otherwise permitted by this Agreement.

       

      (c)           
All 13-Week Budgets were prepared by the Borrowers in light of the past
operations of the business of Holdings and its Subsidiaries, and reflect
projections for the applicable 13-week period.  Each 13-Week Budget is
based upon estimates and assumptions stated therein, all of which the Borrowers
believe to be reasonable and fair in light of conditions and facts known to the
Borrowers as of the DIP Effective Date and each other DIP Warranty Date and, as
of the DIP Effective Date and each other DIP Warranty Date, reflect the
Borrowers’ good faith and reasonable estimates of the future financial
performance of the Holdings and its Subsidiaries and of the other information
projected therein for the periods set forth therein.

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      Section
4.5.A          Material
Adverse Change

       

      Since
the Petition Date, there has been no Material Adverse Change and there have been
no events or developments that, in the aggregate, have had a Material Adverse
Effect.

       

      Section
4.6.A         [Reserved]

       

      Section
4.7.A          Litigation

       

      Other
than the Cases and except as set forth on Schedule 4.7.A (-Litigation), there are no
pending or, to the knowledge of the Borrowers, threatened actions,
investigations or proceedings affecting the U.S. Borrower or any of its
Subsidiaries before any court, Governmental Authority or arbitrator other than
those that, in the aggregate, would not have a Material Adverse
Effect.  The performance of any action by any Loan Party or any other
Subsidiary of the Borrowers required or contemplated by any DIP Loan Document,
any Related Document or any Intercompany Loan Document is not restrained or
enjoined (either temporarily, preliminarily or permanently).

       

      Section
4.8.A          Taxes

       

      (a)           Except
as set forth on Schedule 4.8A (Taxes – DIP
Effective Date) and except to the extent failure to do so is permitted by
the Bankruptcy Code, all federal, state, local and foreign income and franchise
and other material tax returns, reports and statements (collectively, the “Tax Returns”) required to be
filed by the U.S. Borrower or any of its Tax Affiliates have been filed with the
appropriate Governmental Authorities in all jurisdictions in which such Tax
Returns are required to be filed, all such Tax Returns are true and correct in
all material respects, and all taxes, charges and other impositions reflected
therein have been paid prior to the date on which any fine, penalty, interest,
late charge or loss may be added thereto for non-payment thereof except where
contested in good faith and by appropriate proceedings if adequate reserves
therefor have been established on the books of the U.S. Borrower or such Tax
Affiliate in conformity with GAAP.  If any Tax Return of the U.S.
Borrower or any of its Tax Affiliates is under audit or examination by any
Governmental Authority and one or more material issues has arisen in the course
of such audit or examination, an explanation of such issue or issues is provided
in Schedule 4.8.A (Taxes–
DIP Effective Date), as the same may be updated from time to time by
written notice to the DIP Administrative Agent.  Except as set forth
on Schedule 4.8.A (Taxes–
DIP Effective Date s), proper and accurate amounts have been withheld by
the U.S. Borrower and each of its Tax Affiliates from their respective employees
for all periods in full and material compliance with the tax, social security
and unemployment withholding provisions of applicable Requirements of Law and
such withholdings have been timely paid to the respective Governmental
Authorities.

       

      (b)           Except
as set forth on Schedule 4.8A (Taxes– DIP
Effective Date), none of the U.S. Borrower or any of its Tax Affiliates
has (i) executed or filed with the IRS or any other Governmental Authority
any agreement or other document extending, or having the effect of extending,
the period for the assessment or collection of any charges, (ii) incurred
any obligation under any tax sharing agreement or arrangement other than those
of which the DIP Administrative Agent have received a copy prior to the DIP
Effective Date or (iii) been a 

       

      
        
          
          

        

        
          141

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      member
of an affiliated, combined or unitary group other than the group of which the
U.S. Borrower (or its Tax Affiliate) is the common parent.

       

      Section
4.9.A         Full
Disclosure

       

      (a)           The
information prepared or furnished by or on behalf of the U.S. Borrower or any of
its Subsidiaries in connection with any DIP Loan Document or the Intercompany
Loan Documents or the consummation of the transactions contemplated hereunder
and thereunder taken as a whole, including the information contained in the
Disclosure Documents, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements contained
therein or herein not misleading taken as a whole in light of the circumstances
in which made.

       

      (b)           The
Disclosure Documents comply as to form in all material respects with all
applicable requirements of all applicable state and Federal securities
laws.

       

      Section
4.10.A        Margin
Regulations

       

      No
Loan Party is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U of the
Federal Reserve Board), and no proceeds of any Loan or Intercompany Loan will be
used to purchase or carry any such margin stock or to extend credit to others
for the purpose of purchasing or carrying any such margin stock in contravention
of Regulation T, U or X of the Federal Reserve Board.

       

      Section
4.11.A        No Burdensome
Restrictions; No Defaults

       

      (a)           No
Loan Party and none of their respective Subsidiaries (i) is a party to any
Contractual Obligation the compliance with one or more of which would have, in
the aggregate, a Material Adverse Effect or the performance of which by any
thereof, either unconditionally or upon the happening of an event, would result
in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any
thereof, or (ii) is subject to one or more charter or corporate
restrictions that would, in the aggregate, have a Material Adverse
Effect.

       

      (b)           Neither
Holdings nor any of its Subsidiaries is in default under or with respect to any
Contractual Obligation owed by it arising after the Petition Date or under
executory contracts and unexpired leases that have been assumed with the consent
of the Requisite DIP Lenders in the Cases pursuant to section 365 of the
Bankruptcy Code (including pursuant to any chapter 11 plan) and, to the
knowledge of the Borrowers, no other party is in default under or with respect
to any Contractual Obligation owed to any Loan Party or to any Subsidiary of a
Loan Party, other than, in either case, those defaults that, in the aggregate,
would not have a Material Adverse Effect.

       

      (c)           All
orders of the Bankruptcy Court relating the Loans and the transactions
contemplated by this Agreement, the DIP Loan Documents and the Prepetition Loan
Documents continue to be in full force and effect, and have not been amended in
any way without the consent of the  Requisite DIP
Lenders.

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      (d)           No
Default or Event of Default has occurred and is continuing.

       

      (e)           To
the best knowledge of the Borrowers, there are no Requirements of Law applicable
to any Loan Party or any Subsidiary of any Loan Party the compliance with which
by such Loan Party or such Subsidiary, as the case may be, would, in the
aggregate, have a Material Adverse Effect.

       

      Section
4.12.A        Investment Company
Act

       

      Neither
Holdings nor the Parent nor any of their respective Subsidiaries is an “investment company” or an
“affiliated person” of,
or “promoter” or “principal underwriter” for,
an “investment
company,” as such terms are defined in the Investment Company Act of
1940, as amended.

       

      Section
4.13.A        Use of
Proceeds

       

      (a)           The
proceeds of the New Money DIP Term Loans are being used (or, in the case of
Section 4.13A(A)(ii),
deemed used) by the Borrowers solely (i) to pay costs, fees and expenses
related to the execution and delivery of this Agreement and the consummation of
the transactions contemplated under the DIP Loan Documents, (ii) after the
Roll-Up Loan Elevation Date, to pre-pay certain of the Prepetition Loans, as set
forth in Section 2.1A,
(iii) to provide working capital from time to time for the Borrowers and
their respective Subsidiaries, (iv) for other general corporate purposes of
the Debtors and, subject to Section 4.13A(b), the
non-U.S. Subsidiaries of Holdings and (v) to pay administration costs of
the Cases and claims or amounts approved by the Bankruptcy Court; provided that, payments in
each of (i) and (ii) shall be made from the proceeds of the New Money DIP Term
Loans irrespective of the then-applicable 13-Week Budget.

       

      (b)           Proceeds
of the New Money DIP Term Loans that are advanced to Foreign Subsidiaries of
Holdings shall be advanced by way of Intercompany Loans, which Intercompany
Loans:  (A) shall comply with the principles set forth in Section 7.11A(f)(A) and the
DIP Intercompany Loan Limits, (B) will be evidenced by an Intercompany Note
delivered as promptly as practicable, in each case, secured as required by Section 7.16A(g)
..

       

      Section
4.14.A         Insurance

       

      All
policies of insurance of any kind or nature of the U.S. Borrower or any of its
Subsidiaries, including policies of life, fire, theft, product liability, public
liability, property damage, other casualty, employee fidelity, workers’
compensation and employee health and welfare insurance, are in full force and
effect and are of a nature and provide such coverage as is sufficient and as is
customarily carried by businesses of the size and character of such
Person.

       

      Section
4.15.A        Labor Matters

       

      (a)           There
are no strikes, work stoppages, slowdowns or lockouts pending or threatened
against or involving the U.S. Borrower or any of its Subsidiaries, other than
those that, in the aggregate, would not have a Material Adverse
Effect.

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      (b)           There
are no unfair labor practices, grievances or complaints pending, or, to the
Borrowers’ knowledge, threatened, against or involving the U.S. Borrower or any
of its Subsidiaries, nor are there any arbitrations or grievances threatened
involving the U.S. Borrower or any of its Subsidiaries, other than those that,
in the aggregate, would not have a Material Adverse Effect.

       

      (c)           Except
as set forth on Schedule 4.15.A (Labor Matters – DIP Effective
Date), as of the DIP Effective Date, there is no collective bargaining
agreement covering any employee of the U.S. Borrower or its
Subsidiaries.

       

      (d)           Schedule 4.15.A (Labor Matters– DIP Effective
Date)) sets forth as of the DIP Effective Date, all material consulting
agreements, executive employment agreements, executive compensation plans,
deferred compensation agreements, employee stock purchase and stock option plans
and severance plans of the U.S. Borrower and any of its
Subsidiaries.

       

      Section
4.16.A        ERISA

       

      (a)           Schedule 4.16A(a) (List of
Plans) separately identifies as of the DIP Effective Date all
Title IV Plans, all Multiemployer Plans and all of the employee benefit
plans within the meaning of Section 3(3) of ERISA to which the U.S.
Borrower or any of its Domestic Subsidiaries has any obligation or liability,
contingent or otherwise.

       

      (b)           Each
employee benefit plan of the U.S. Borrower or any of its Domestic Subsidiaries
intended to qualify under Section 401 of the Code has received a
determination letter from the IRS stating that it is so qualified and any trust
created thereunder is exempt from tax under the provisions of Section 501
of the Code, and no event has occurred since the date of such determination that
would adversely affect such determination, except where such failures, in the
aggregate, would not have a Material Adverse Effect.

       

      (c)           Each
Title IV Plan is in compliance in all material respects with applicable
provisions of ERISA, the Code and other Requirements of Law except for
non-compliances that, in the aggregate, would not have a Material Adverse
Effect.

       

      (d)           Other
than the Cases, there has been no, nor is there reasonably expected to occur,
any ERISA Event other than those that, in the aggregate, would not have a
Material Adverse Effect.

       

      (e)           Except
to the extent set forth on Schedule 4.16A (a)
(List of
Plans) 
none of the U.S. Borrower, any of the U.S. Borrower’s Subsidiaries or any ERISA
Affiliate would have any Withdrawal Liability that could reasonably be expected
to result in a Material Adverse Effect as a result of a complete withdrawal as
of the Effective Date from any Multiemployer Plan.

       

      Section
4.17.A        Environmental
Matters

       

      (a)           The
operations of the U.S. Borrower and each of its Subsidiaries have been and are
in compliance with all Environmental Laws, including obtaining and complying
with all required environmental, health and safety Permits, other than
non-compliances that, in 

       

      
        
          
          

        

        
          144

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      the
aggregate, would not have a reasonable likelihood of the U.S. Borrower and its
Subsidiaries incurring Environmental Liabilities and Costs that have a Material
Adverse Effect.

       

      (b)           None
of the U.S. Borrower or any of its Subsidiaries or any real property currently
or, to the knowledge of the Borrowers, previously owned, operated or leased by
or for the U.S. Borrower or any of its Subsidiaries is subject to any pending
or, to the knowledge of the Borrowers, threatened, claim, order, agreement,
notice of violation, notice of potential liability or is the subject of any
pending or threatened proceeding or governmental investigation under or pursuant
to Environmental Laws other than those that, in the aggregate, are not
reasonably likely to result in the U.S. Borrower and its Subsidiaries incurring
Environmental Liabilities and Costs that have a Material Adverse
Effect.

       

      (c)           None
of the U.S. Borrower or any of its Subsidiaries is a treatment, storage or
disposal facility requiring a Permit under the Resource Conservation and
Recovery Act, 42 U.S.C. § 6901 et seq., the regulations thereunder or any
state analog.

       

      (d)           To
the knowledge of the U.S. Borrower and its Subsidiaries, there are no facts,
circumstances or conditions arising out of or relating to the operations or
ownership of the U.S. Borrower or of real property owned, operated or leased by
the U.S. Borrower or any its Subsidiaries that are not specifically included in
the financial information furnished to the Lenders other than those that, in the
aggregate, would not have a reasonable likelihood of the U.S. Borrower and its
Subsidiaries incurring Environmental Liabilities and Costs that have a Material
Adverse Effect.

       

      (e)           As
of the DIP Effective Date, no Environmental Lien has attached to any property of
the U.S. Borrower or any of its Subsidiaries and, to the knowledge of the
Borrowers, no facts, circumstances or conditions exist that could reasonably be
expected to result in any such Lien attaching to any such property.

       

      (f)           The
Obligors have made available to the DIP Lenders copies of all material
environmental, health or safety audits, studies, assessments, inspections,
investigations or other environmental health and safety reports relating to the
operations of the Obligors or any real property of any of them that are in the
possession, custody or control of the Obligors.

       

      (g)           This
Section 4.17.A
represents the sole and exclusive representations and warranties regarding
environmental, health and safety matters.

       

      Section
4.18.A        Intellectual
Property

       

      The
U.S. Borrower and its Subsidiaries own or license or otherwise have the right to
use all licenses, permits, patents, patent applications, trademarks, trademark
applications, service marks, trade names, copyrights, copyright applications,
trade secrets and other intellectual property rights (including all Intellectual
Property as defined in the Pledge and Security Agreement) that are necessary for
or used in the operations of their respective businesses without infringement
upon or conflict with the rights of any other Person with respect thereto,
except as would not have a Material Adverse Effect.  As of the DIP
Effective Date, except as set forth on Schedule 4.7A hereto,
there is no claim or litigation pending or threatened 

       

      
        
          
          

        

        
          145

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      in
writing and, to the knowledge of the U.S. Borrower, there is no claim or
litigation likely to be asserted against the U.S. Borrower or its Subsidiaries
regarding any of the foregoing.

       

      Section
4.19.A        Title; Real
Property

       

      (a)           Each
of the U.S. Borrower and its Subsidiaries has good and marketable title to, or
valid leasehold interests in, all real property and good title to all tangible
personal property, in each case, that is purported to be owned or leased by it,
including those reflected on the most recent Financial Statements delivered by
the U.S. Borrower, and none of such real or personal properties and assets is
subject to any Lien, except Liens permitted under Section 8.2A (Liens, Etc.).  The
U.S. Borrower and its Subsidiaries have received all deeds, assignments,
waivers, consents, non-disturbance and recognition or similar agreements, bills
of sale and other documents, and have duly effected all recordings, filings and
other actions necessary to establish, protect and perfect the U.S. Borrower’s
and its Subsidiaries’ right, title and interest in and to all material
property.

       

      (b)           All
Permits required to have been issued, used or necessary to enable all real
property owned or leased by the U.S. Borrower or any of its Subsidiaries to be
lawfully occupied and used for all of the purposes for which they are currently
occupied and used have been lawfully issued and are in full force and effect,
other than those that, in the aggregate, would not have a Material Adverse
Effect.

       

      (c)           None
of the U.S. Borrower or any of its Subsidiaries has received any written notice,
or has any knowledge, of any pending, threatened or contemplated condemnation
proceeding affecting any real property owned or leased by the U.S. Borrower or
any of its Subsidiaries or any part thereof, except those that, in the
aggregate, would not have a Material Adverse Effect.

       

      Section
4.20.A        Orders of the Bankruptcy
Court

       

      (a)           The
Interim Order or, after it has been entered, Final Order (as applicable) and the
transactions contemplated by this Agreement and the other DIP Loan Documents are
in full force and effect, and have not, in whole or in part, been reversed,
modified, amended, stayed (for more than five (5) Business Days), vacated,
appealed or subject to a stay pending appeal or otherwise challenged or subject
to any pending or threatened challenge or proceeding in any jurisdiction in any
part of the world and the Debtors are in compliance with the Interim Order or
Final Order, as applicable.

       

      ARTICLE
V


       

      Financial Covenants with respect to Prepetition
Obligations

       

      Section
5.1              Financial
Covenants With Respect to Prepetition Obligations

       

      As
long as any Prepetition Obligation or any Prepetition Commitment remains
outstanding under the Revolving Credit Facility, the Term Loan Facility or the
Synthetic L/C Facility and except to the extent otherwise permitted or consented
in writing by the Requisite Lenders, the Borrowers agree to each of the
following covenants:

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      (a)           Maximum Leverage
Ratio.  Holdings shall maintain, as of the last day of each
Fiscal Quarter set forth below, a Leverage Ratio of not more than the maximum
ratio set forth below opposite such Fiscal Quarter:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                	 	
                                                                                                        Fiscal
      Quarter Ending On or About

                                                                                                      	
                                                                                                        Maximum
      Leverage Ratio

                                                                                                      	 
	 	
                                                                                                        July 31,
      2007

                                                                                                      	
                                                                                                        4.50
      to 1

                                                                                                      	 
	 	
                                                                                                        October 31,
      2007

                                                                                                      	
                                                                                                        4.50
      to 1

                                                                                                      	 
	 	
                                                                                                        January 31,
      2008

                                                                                                      	
                                                                                                        4.00
      to 1

                                                                                                      	 
	 	
                                                                                                        April 30,
      2008

                                                                                                      	
                                                                                                        4.00
      to 1

                                                                                                      	 
	 	
                                                                                                        July 31,
      2008

                                                                                                      	
                                                                                                        3.75
      to 1

                                                                                                      	 
	 	
                                                                                                        October 31,
      2008

                                                                                                      	
                                                                                                        3.75
      to 1

                                                                                                      	 
	 	
                                                                                                        January 31,
      2009

                                                                                                      	
                                                                                                        5.50
      to 1

                                                                                                      	 
	 	
                                                                                                        April 30,
      2009

                                                                                                      	
                                                                                                        5.75
      to 1

                                                                                                      	 
	 	
                                                                                                         July 31,
      2009

                                                                                                      	 7.00
      to 1	 
	 	 October 31,
      2009	 7.25
      to 1	 
	 	 January 31,
      2010	 5.50
      to 1	 
	 	 April 30,
      2010 and thereafter	 3.00
      to 1	 


                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      (b)           Minimum Interest Coverage
Ratio.  Holdings shall maintain an Interest Coverage Ratio, as
determined as of the last day of each Fiscal Quarter set forth below, for the
four Fiscal Quarters ending on such day, of at least the minimum ratio set forth
below opposite such Fiscal Quarter:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          	 	
                                                                                  Fiscal
      Quarter Ending On or About

                                                                                	
                                                                                  Minimum
      Interest Coverage Ratio

                                                                                	 
	 	
                                                                                  July 31,
      2007

                                                                                	
                                                                                  2.00
      to 1

                                                                                	 
	 	
                                                                                  October 31,
      2007

                                                                                	
                                                                                  2.00
      to 1

                                                                                	 
	 	
                                                                                  January 31,
      2008

                                                                                	
                                                                                  2.25
      to 1

                                                                                	 
	 	
                                                                                  April 30,
      2008

                                                                                	
                                                                                  2.25
      to 1

                                                                                	 
	 	
                                                                                  July 31,
      2008

                                                                                	
                                                                                  2.50
      to 1

                                                                                	 
	 	
                                                                                  October 31,
      2008

                                                                                	
                                                                                  2.50
      to 1

                                                                                	 
	 	
                                                                                  January 31,
      2009

                                                                                	
                                                                                  2.25
      to 1

                                                                                	 
	 	
                                                                                  April 30,
      2009

                                                                                	
                                                                                  1.75
      to 1

                                                                                	 
	 	
                                                                                  July 31,
      2009

                                                                                	
                                                                                  1.55
      to 1

                                                                                	 
	 	
                                                                                  October 31,
      2009

                                                                                	
                                                                                  1.35
      to 1

                                                                                	 
	 	
                                                                                  January 31,
      2010

                                                                                	
                                                                                  2.15
      to 1

                                                                                	 
	 	
                                                                                  April 30,
      2010 and thereafter

                                                                                	
                                                                                  3.50
      to 1

                                                                                	 


                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
 

      
        
          
          

        

        
          147

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      (c)           Capital
Expenditures.  Holdings shall not make or incur, or permit to
be made or incurred, Capital Expenditures (excluding Capital Expenditures funded
with up to 50% of the proceeds of a Specified Asset Sale constituting a
Reinvestment Event) during each of the Fiscal Years set forth below to be, in
the aggregate, in excess of the maximum amount set forth below for such Fiscal
Year:

       

      
        
          
            	 	
                    Fiscal
      Year Ending On or About

                  	
                    Maximum
      Capital Expenditures

                  	 
	 	
                    January 31,
      2007

                  	
                    $110,000,000

                  	 
	 	
                    January 31,
      2008

                  	
                    $110,000,000

                  	 
	 	
                    January 31,
      2009

                  	
                    $90,000,000

                  	 
	 	
                    January 31,
      2010

                  	
                    $50,000,000

                  	 
	 	
                    January 31,
      2011

                  	
                    $75,000,000

                  	 
	 	
                    January 31,
      2012

                  	
                    $75,000,000

                  	 
	 	
                    January 31,
      2013

                  	
                    $75,000,000

                  	 
	 	
                    January 31,
      2014

                  	
                    $75,000,000

                  	 


          

        

      

      


      provided, that the cumulative
Capital Expenditures for each Fiscal Quarter in the Fiscal Year ending on or
about January 31, 2010 shall not, in the aggregate, exceed the maximum
amount set forth below:

       

      
        
          
            
              	 	
                      Fiscal
      Quarter Ending On or About

                    	
                      Maximum
      Cumulative Capital Expenditures

                    	 
	 	
                      April 30,
      2009

                    	
                      $15,000,000

                    	 
	 	
                      July 31,
      2009

                    	
                      $30,000,000

                    	 
	 	
                      October 31,
      2009

                    	
                      $40,000,000

                    	 
	 	
                      January 31,
      2010

                    	
                      $50,000,000

                    	 


            

          

        

      

      


      provided, further, that to the extent
that actual Capital Expenditures for any such Fiscal Year shall be less than the
maximum amount set forth above for such Fiscal Year (without giving effect to
the carryover permitted by this proviso), 50% of the difference between said
stated maximum amount and such actual Capital Expenditures shall, in addition,
be available for Capital Expenditures in the next succeeding Fiscal
Year.  Notwithstanding anything in this Section 5.1(c) to the
contrary, (i) Capital Expenditures funded with the Net Cash Proceeds of a
Property Loss Event, to the extent such Net Cash Proceeds are not required to
prepay the loans pursuant to Section 2.10 (Mandatory
Prepayments), will not be included in the calculation of Capital
Expenditures for purposes of this Section 5.1(c), and
(ii) if all or a portion of amounts payable in connection with a Permitted
Acquisition is classified as a Capital Expenditure under GAAP, the amount so
classified will not be included in the calculation of Capital Expenditures for
purposes of this Section 5.1(c).

       

      
        
          
          

        

        
          148

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      Section
5.2             Financial
Covenants With Respect to DIP Obligations

       

      As
long as any DIP Obligation or any DIP Commitment remains outstanding under the
DIP Facility and except to the extent otherwise permitted or consented in
writing by the Requisite DIP Lenders (which consent may be given with respect to
definitions or portions of definition used in this Section 5.2), the Borrowers
agree to each of the following covenants:

       

      (a)           Net Cash Flow After Restructuring
Expenses.

       

      (i)           Holdings
shall maintain Consolidated Net Cash Flow After Restructuring Expenses
calculated on a cumulative basis since May 1, 2009 as of the last day of each
calendar month of at least the minimum amount set forth below for such calendar
month:

       

      


      
        
          
            	 	
                    Calendar
      Month  Ending

                  	
                    Minimum
      Cumulative Consolidated Net Cash Flow After Restructuring Expenses since
      May 1, 2009 (in Millions)

                  	 
	 	
                    May
      2009

                  	
                    (55.8)

                  	 
	 	
                    June
      2009

                  	
                    (81.6)

                  	 
	 	
                    July
      2009

                  	
                    (88.9)

                  	 
	 	
                    August
      2009

                  	
                    (91.9)

                  	 
	 	
                    September
      2009

                  	
                    (102.4)

                  	 
	 	
                    October
      2009

                  	
                    (113.8)

                  	 
	 	
                    November
      2009

                  	
                    (96.2)

                  	 
	 	
                    December
      2009

                  	
                    (80.8)

                  	 
	 	
                    January
      2010

                  	
                    (73.0)

                  	 


          

        

      

      


      (ii)           The
Luxembourg Borrower, together with the Foreign Subsidiary Guarantors (other than
those formed under the laws of Mexico), shall maintain aggregated Net Cash Flow
After Restructuring Expenses calculated on a cumulative basis since May 1, 2009
as of the last day of each calendar month of at least the minimum amount set
forth below for such calendar month; provided that, each
aggregation shall be determined by the same method each month and consistent
with the aggregation method used to prepare the Operating Forecast:

       

      
        	 	
                Calendar
      Month  Ending

              	
                Minimum
      Cumulative Aggregated Net Cash Flow After Restructuring Expenses since May
      1, 2009 (in Millions)

              	 
	 	
                May
      2009

              	
                (22.5)

              


      

       

       

      
        
          
          

        

        
          149

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

       

      
        
          
            
              
                
                  
                    	 	
                            June
      2009

                          	
                            (35.1)

                          	 
	 	
                            July
      2009

                          	
                            (31.3)

                          	 
	 	
                            August
      2009

                          	
                            (26.0)

                          	 
	 	
                            September
      2009

                          	
                            (39.6)

                          	 
	 	
                            October
      2009

                          	
                            (42.2)

                          	 
	 	
                            November
      2009

                          	
                            (32.8)

                          	 
	 	
                            December
      2009

                          	
                            (23.1)

                          	 
	 	
                            January
      2010

                          	
                            (15.5)

                          	 


                  

                

              

            

          

        

      

      


      (b)           Minimum EBITDA.

       

      (i)           Holdings
shall maintain Consolidated EBITDA, calculated on a cumulative basis since May
1, 2009 (and resetting on a quarterly basis at the beginning of each Fiscal
Quarter thereafter) as of the last day of each calendar month of at least the
minimum amount set forth below opposite such calendar month below:

       

      
        
          
            	 	
                    Calendar
      Month Ending

                  	
                    Minimum
      Cumulative Monthly Consolidated EBITDA since May 1, 2009 and resetting at
      the beginning of each Fiscal Quarter (in Millions)

                  	 
	 	
                    May
      2009

                  	
                    (4.3)

                  	 
	 	
                    June
      2009

                  	
                    (4.4)

                  	 
	 	
                    July
      2009

                  	
                    (3.9)

                  	 
	 	
                    August
      2009

                  	
                    4.5

                  	 
	 	
                    September
      2009

                  	
                    14.3

                  	 
	 	
                    October
      2009

                  	
                    26.5

                  	 
	 	
                    November
      2009

                  	
                    9.4

                  	 
	 	
                    December
      2009

                  	
                    12.3

                  	 
	 	
                    January
      2010

                  	
                    23.5

                  	 


          

        

      

      


       

      (ii)           The
Luxembourg Borrower, together with the Foreign Subsidiary Guarantors (other than
those formed under the laws of Mexico), shall
maintain   aggregated EBITDA, calculated on a cumulative basis
since May 1, 2009 (and resetting on a quarterly basis at the beginning of each
Fiscal Quarter thereafter) as of the last day of each calendar month of at least
the minimum amount set forth below opposite such calendar month below; provided that, each
aggregation shall be
determined by the same method each month and consistent with the aggregation
method used to prepare the Operating Forecast:

       

       

      
        
          
          

        

        
          150

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

       

      
        
          
            
              	 	
                      Calendar
      Month Ending

                    	
                      Minimum
      Cumulative Monthly Aggregated EBITDA since May 1, 2009 and resetting at
      the beginning of each Fiscal Quarter (in Millions)

                    	 
	 	
                      May
      2009

                    	
                      (3.5)

                    	 
	 	
                      June
      2009

                    	
                      (3.6)

                    	 
	 	
                      July
      2009

                    	
                      (1.8)

                    	 
	 	
                      August
      2009

                    	
                      2.2

                    	 
	 	
                      September
      2009

                    	
                      8.2

                    	 
	 	
                      October
      2009

                    	
                      16.2

                    	 
	 	
                      November
      2009

                    	
                      6.3

                    	 
	 	
                      December
      2009

                    	
                      6.9

                    	 
	 	
                      January
      2010

                    	
                      13.2

                    	 


            

          

        

      

      


      (c)           Minimum Interest Coverage
Ratio.

       

      (i)           Holdings
shall maintain an Interest Coverage Ratio, determined as of the last day of each
calendar month, calculated on a cumulative basis since May 1,
2009,  of at least the minimum ratio set forth below opposite such
calendar month below:

       

      
        
          
            
              
                	 	
                        Calendar
      Month Ending

                      	
                        Minimum
      Cumulative  Interest Coverage Ratio Since May 1,
      2009

                      	 
	 	
                        May
      2009

                      	
                        N/A

                      	 
	 	
                        June
      2009

                      	
                        N/A

                      	 
	 	
                        July
      2009

                      	
                        N/A

                      	 
	 	
                        August
      2009

                      	
                        0.4

                      	 
	 	
                        September
      2009

                      	
                        1.8

                      	 
	 	
                        October
      2009

                      	
                        2.8

                      	 
	 	
                        November
      2009

                      	
                        3.4

                      	 
	 	
                        December
      2009

                      	
                        3.1

                      	 
	 	
                        January
      2010

                      	
                        3.4

                      	 


              

            

          

        

      

      


      (ii)           The
Luxembourg Borrower, together with the Foreign Subsidiary Guarantors (other than
those formed under the laws of Mexico), shall maintain an aggregated Interest
Coverage Ratio determined as of the last day of each calendar month, calculated
on a cumulative basis since May 1, 2009, of at least the minimum ratio set forth
below opposite such calendar month below; provided that, each
aggregation shall 

       

      
        
          
          

        

        
          151

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      be
determined by the same method each month and consistent with the aggregation
method used to prepare the Operating Forecast:

       

      
        
          
            
              
                	 	
                        Calendar
      Month Ending

                      	
                        Minimum
      Cumulative Interest Coverage Ratio Since May 1, 2009

                      	 
	 	
                        May
      2009

                      	
                        N/A

                      	 
	 	
                        June
      2009

                      	
                        N/A

                      	 
	 	
                        July
      2009

                      	
                        N/A

                      	 
	 	
                        August
      2009

                      	
                        0.8

                      	 
	 	
                        September
      2009

                      	
                        4.5

                      	 
	 	
                        October
      2009

                      	
                        7.4

                      	 
	 	
                        November
      2009

                      	
                        9.2

                      	 
	 	
                        December
      2009

                      	
                        8.0

                      	 
	 	
                        January
      2010

                      	
                        9.0

                      	 


              

            

          

        

      

      


      (d)           Minimum
Liquidity.  Holdings shall maintain Consolidated Liquidity,
determined at on the last day of each calendar month set forth below for such
calendar month, of at least the minimum Liquidity set forth below opposite such
calendar month:

       

      
        
          
            
              
                	 	
                        Calendar
      Month Ending

                      	
                        Minimum
      Liquidity (in Millions)

                      	 
	 	
                        May
      2009

                      	
                        17.7

                      	 
	 	
                        June
      2009

                      	
                        43.4

                      	 
	 	
                        July
      2009

                      	
                        33.8

                      	 
	 	
                        August
      2009

                      	
                        30.0

                      	 
	 	
                        September
      2009

                      	
                        26.2

                      	 
	 	
                        October
      2009

                      	
                        20.2

                      	 
	 	
                        November
      2009

                      	
                        32.8

                      	 
	 	
                        December
      2009

                      	
                        42.4

                      	 
	 	
                        January
      2010

                      	
                        43.8

                      	 


              

            

          

        

      

      


      (e)           Maximum Capital
Expenditures.

       

      (i)           Holdings
shall ensure Consolidated Capital Expenditures, as determined as of the last day
of each calendar month, calculated on a cumulative basis since May 1, 2009 do
not exceed the maximum amount set forth below beside such calendar
month:

       

      
        
          
          

        

        
          152

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

       

      
        
          
            
              	 	
                      Calendar
      Month  Ending On or About

                    	
                      Cumulative
      Capital Expenditures since May 1, 2009 (in Millions)

                    	 
	 	
                      May
      2009

                    	
                      2.2

                    	 
	 	
                      June
      2009

                    	
                      4.0

                    	 
	 	
                      July
      2009

                    	
                      5.7

                    	 
	 	
                      August
      2009

                    	
                      7.7

                    	 
	 	
                      September
      2009

                    	
                      9.2

                    	 
	 	
                      October
      2009

                    	
                      11.2

                    	 
	 	
                      November
      2009

                    	
                      12.3

                    	 
	 	
                      December
      2009

                    	
                      13.5

                    	 
	 	
                      January
      2010

                    	
                      14.6

                    	 


            

          

        

      

      


       

      (ii)           The
Luxembourg Borrower, together with the Foreign Subsidiary Guarantors (other than
those formed under the laws of Mexico), shall ensure aggregated Capital
Expenditures, as determined as of the last day of each calendar month,
calculated on a cumulative basis since May 1, 2009 do not exceed the maximum
amount set forth below beside such calendar month; provided that, each
aggregation shall be determined by the same method each month and consistent
with the aggregation method used to prepare the Operating Forecast:

       

      
        
          
            	 	
                    Calendar
      Month  Ending On or About

                  	
                    Cumulative
      Capital Expenditures since May 1, 2009 (in Millions)

                  	 
	 	
                    May
      2009

                  	
                    1.3

                  	 
	 	
                    June
      2009

                  	
                    1.8

                  	 
	 	
                    July
      2009

                  	
                    2.3

                  	 
	 	
                    August
      2009

                  	
                    3.6

                  	 
	 	
                    September
      2009

                  	
                    4.4

                  	 
	 	
                    October
      2009

                  	
                    5.6

                  	 
	 	
                    November
      2009

                  	
                    6.0

                  	 
	 	
                    December
      2009

                  	
                    6.6

                  	 
	 	
                    January
      2010

                  	
                    7.2

                  	 


          

        

      

      


      (f)           Compliance with 13-Week
Budget.  The Loan Parties shall comply with, and shall ensure
the compliance of each of their Subsidiaries with, the then-applicable 13-Week
Budget such that, for the amount specified under “Total Disbursements” in the
13-Week Budget, the Loan Parties shall not allow a cumulative adverse deviation
of greater than 10% with respect to such then-applicable 13-Week
Budget.

       

      


      
        
          
          

        

        
          153

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      ARTICLE
VI


       

      Reporting Covenants with respect to Prepetition
Facilities

       

      Each
of the Borrowers and Holdings agrees with the Prepetition Lenders and the
Prepetition Administrative Agent to each of the following, as long as any
Prepetition Obligation or any Prepetition Commitment remains outstanding and, in
each case, unless the Requisite Lenders, otherwise consent in
writing:

       

      Section
6.1             Financial
Statements

       

      The
U.S. Borrower shall furnish to the Prepetition Administrative Agent (with
sufficient copies for each of the Lenders, which the Prepetition Administrative
Agent shall provide to the applicable Lenders) each of the
following:

       

      (a)           Quarterly
Reports.  On or prior to the date on which Holdings is required
to file a form 10-Q pursuant to the Exchange Act, financial information
regarding Holdings and its Subsidiaries consisting of Consolidated unaudited
balance sheets as of the close of such quarter and the related statements of
income and cash flow for such quarter and that portion of the Fiscal Year ending
as of the close of such quarter, setting forth in comparative form the figures
for the corresponding period in the prior year and the figures contained in the
Projections or, if applicable, the latest business plan provided pursuant
to clause (e)
below for the current Fiscal Year, in each case, certified by a
Responsible Officer of the U.S. Borrower as fairly presenting the Consolidated
financial position of Holdings and its Subsidiaries as at the dates indicated
and the results of their operations and cash flow for the periods indicated in
accordance with GAAP (subject to the absence of footnote disclosure and normal
year-end audit adjustments).

       

      (b)           Annual Reports.  On
or prior to the date on which Holdings is required to file a form 10-K
pursuant to the Exchange Act, financial information regarding Holdings and its
Subsidiaries consisting of Consolidated and consolidating balance sheets of
Holdings and its Subsidiaries as of the end of such year and related statements
of income and cash flows of Holdings and its Subsidiaries for such Fiscal Year,
all prepared in conformity with GAAP and certified, in the case of such
Consolidated Financial Statements, without qualification as to the scope of the
audit or as to Holdings being a going concern by Holdings’ Accountants, together
with the report of such accounting firm stating that (i) such Financial
Statements fairly present the Consolidated financial position of Holdings and
its Subsidiaries as at the dates indicated and the results of their operations
and cash flow for the periods indicated in conformity with GAAP applied on a
basis consistent with prior years (except for changes with which Holdings’
Accountants shall concur and that shall have been disclosed in the notes to the
Financial Statements) and (ii) the examination by Holdings’ Accountants in
connection with such Consolidated Financial Statements has been made in
accordance with generally accepted auditing standards, and accompanied by a
certificate stating that in the course of the regular audit of the business of
Holdings and its Subsidiaries such accounting firm has obtained no knowledge
that a Default or Event of Default has occurred and is continuing, or, if in the
opinion of such 

       

      
        
          
          

        

        
          154

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      accounting
firm, a Default or Event of Default has occurred and is continuing, a statement
as to the nature thereof.

       

      (c)           Compliance Certificate.
Together with each delivery of any financial statement pursuant to
clause (a) or
(b) above, a
certificate of a Responsible Officer of the U.S. Borrower (each, a “Compliance Certificate”)
(i) showing in reasonable detail the calculations used in determining the
Leverage Ratio and demonstrating compliance with each of the financial covenants
contained in Article V
(Financial Covenants)
that is tested on a quarterly basis and (ii) stating that no Default or
Event of Default has occurred and is continuing or, if a Default or an Event of
Default has occurred and is continuing, stating the nature thereof and the
action that the U.S. Borrower proposes to take with respect
thereto.

       

      (d)           Corporate Chart and Other Collateral
Updates.  Together with the delivery of any financial statement
pursuant to clause (a) or (b) above, a corporate
organizational chart or other equivalent document, current as of the date of
receipt of such chart by the Prepetition Administrative Agent, in form and
substance reasonably acceptable to the Prepetition Administrative Agent and
certified as true, correct and complete by a Responsible Officer of the U.S.
Borrower, setting forth, for each Person that is a Loan Party, that is subject
to Section 7.11 (Additional
Collateral and Guaranties) or that is a Subsidiary or Affiliate of any of
them, (A) the full legal name of such Person (and any trade name,
fictitious name or other name such Person may have had or operated under),
(B) the jurisdiction of organization and organizational number (if any) of
such Person, (C) the location of such Person’s chief executive office (or
sole place of business) and (D) the number of shares of each class of such
Person’s Stock authorized (if applicable), the number outstanding as of the date
of delivery, and the number and percentage of the outstanding shares of each
such class owned (directly or indirectly) by any Loan Party.  The
reporting requirements set forth in this clause (d) are in
addition to, and do not replace or otherwise modify, any obligation of any Loan
Party under any applicable Loan Document (including other notice or reporting
requirements).  Compliance with the reporting obligations in this
clause (d) shall
not operate to update any Schedule hereto or any schedule to any other
applicable Loan Document and shall not cure, or otherwise modify in any way, any
failure to comply with any covenant, or any breach of any representation or
warranty, contained in any applicable Loan Document or any other Default or
Event of Default.

       

      (e)           Business Plan.  Not
later than 45 days after the end of each Fiscal Year, and containing
substantially the types of financial information contained in the Projections a
budget of Holdings for each month in the next succeeding Fiscal Year and, not
later than January 15 of each Fiscal Year, forecasts prepared by
management of the U.S. Borrower for the current and each of the succeeding
Fiscal Years through the Fiscal Year in which the Term Loan Maturity Date is
scheduled to occur, including, with respect to the forecasts, (x) a
projected year-end Consolidated balance sheet and income statement and statement
of cash flows and (y) a statement of all of the material assumptions on
which such forecasts are based.

       

      (f)           Management Letters,
Etc.  Within five Business Days after receipt thereof by any
Loan Party, copies of each management letter, exception report or similar letter
or report received by such Loan Party from its independent certified public
accountants (including Holdings’ Accountants).

       

      
        
          
          

        

        
          155

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      (g)           Intercompany Loan
Balances.  Together with each delivery of any financial
statement pursuant to clause (b) above, a
summary of the outstanding balance of all intercompany Indebtedness (including
the Intercompany Loans) as of the last day of the fiscal month covered by such
financial statement, certified by a Responsible Officer.

       

      (h)           Cash Flow
Forecast.  Commencing on February 13, 2009, and every
second Friday thereafter, a 13-week rolling cash flow forecast detailing cash
receipts and cash disbursements on a weekly basis for the next 13 weeks, plus a
comparison of the actual cash flows for the two most recently completed weeks to
the most recent forecast for such weeks, the form of which shall be reasonably
satisfactory to the Prepetition Administrative Agent; provided, that such cash flow
forecasts shall not be required after January 31, 2010.

       

      (i)           Monthly Reports.  On or
prior to the 30th day
following the end of each month, financial information regarding Holdings and
its Subsidiaries consisting of Consolidated unaudited balance sheets as of the
close of the preceding month and the related Consolidated unaudited statement of
income for such month and that portion of the Fiscal Year ending as of the close
of such month, prepared in accordance with GAAP (subject to the absence of
footnote disclosure and normal year-end audit adjustments).

       

      (j)           Preliminary Compliance
Certificate.  On or prior to June 1, 2009, a preliminary
Compliance Certificate showing in reasonable detail the calculations used in
determining the Leverage Ratio and demonstrating compliance with each of the
financial covenants contained in Article V (Financial
Covenants) using the preliminary financial information (subject to
adjustment in connection with the preparation of the final financial statements
for the quarter) contained in the April 30, 2009 monthly financial
statements delivered pursuant to clause (i)
above.

       

      Section
6.2             Default
Notices

       

      As
soon as practicable, and in any event within five Business Days after a
Responsible Officer of any Borrower has actual knowledge of the existence of any
Default, Event of Default or other event having had a Material Adverse Effect or
having any reasonable likelihood of causing or resulting in a Material Adverse
Change, the U.S. Borrower shall give the Prepetition Administrative Agent notice
specifying the nature of such Default or Event of Default or other event,
including the anticipated effect thereof, which notice, if given by telephone,
shall be promptly confirmed in writing on the next Business Day.  Upon
the request of any Prepetition Lender (which may be a one time request) the
Prepetition Administrative Agent shall forward a copy of all such written
notices to such Prepetition Lender.

       

      Section
6.3             Litigation

       

      Promptly
after the commencement thereof, the U.S. Borrower shall give the Prepetition
Administrative Agent written notice of the commencement of all actions, suits
and proceedings before any domestic or foreign Governmental Authority or
arbitrator, affecting the U.S. Borrower or any of its Subsidiaries that is
reasonably likely to be adversely determined and (i) seeks injunctive or
similar relief or (ii) in the reasonable judgment of the Borrowers, exposes
the U.S. Borrower or such Subsidiary to liability in an amount aggregating
$500,000 (or its 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      Dollar
Equivalent) or more or that, if adversely determined, would have a Material
Adverse Effect.

       

      Section
6.4            Asset
Sales

       

      Prior
to any Asset Sale anticipated to generate in excess of $10,000,000 (or its
Dollar Equivalent) in Net Cash Proceeds, the U.S. Borrower shall send the
Prepetition Administrative Agent a notice (a) describing such Asset Sale or
the nature and material terms and conditions of such transaction and
(b) stating the estimated Net Cash Proceeds anticipated to be received by
the U.S. Borrower or any of its Subsidiaries.

       

      Section
6.5             Notices
under Related Documents

       

      Promptly
after the sending or filing thereof, the U.S. Borrower shall send the
Prepetition Administrative Agent copies of all material notices, certificates or
reports delivered pursuant to, or in connection with, any Related
Document.

       

      Section
6.6             SEC
Filings; Press Releases

       

      Promptly
after the sending or filing thereof, the U.S. Borrower shall send notices to
Prepetition Administrative Agent of (a) all reports that Holdings sends to
its security holders generally, (b) all reports and registration statements
that Holdings or any of its Subsidiaries files with the Securities and Exchange
Commission or any national or foreign securities exchange or the National
Association of Securities Dealers, Inc., (c) all press releases and
(d) all other statements concerning material changes or developments in the
business of such Loan Party made available by any Loan Party to the public or
any other creditor; provided, however, that the U.S.
Borrower shall provide copies to the Prepetition Administrative Agent of
(i) all documents listed in clauses (a) -
(d) above that are not publicly available or (ii) each document
listed in clauses (a) –
(d) above upon the request of the Prepetition Administrative
Agent.

       

      Section
6.7             Labor
Relations

       

      Promptly
after becoming aware of the same, the U.S. Borrower shall give the Prepetition
Administrative Agent written notice of (a) any material labor dispute to
which the U.S. Borrower or any of its Subsidiaries is or may become a party,
including any strikes, lockouts or other disputes relating to any of such
Person’s plants and other facilities, and (b) any Worker Adjustment and
Retraining Notification Act or related liability incurred with respect to the
closing of any plant or other facility of any such Person.

       

      Section
6.8             Tax
Returns

       

      Upon
the request of the Prepetition Administrative Agent, the U.S. Borrower shall
provide copies of all federal, state, local and foreign tax returns and reports
filed by the U.S. Borrower or any of its Subsidiaries in respect of taxes
measured by income (excluding sales, use and like taxes).

       

      
        
          
          

        

        
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      Section
6.9             Insurance

       

      As
soon as is practicable and in any event within 90 days after the end of
each Fiscal Year, the U.S. Borrower shall furnish the Agents with (a) a
report in form and substance satisfactory to the Prepetition Administrative
Agent outlining all material insurance coverage maintained as of the date of
such report by the U.S. Borrower and its Subsidiaries and the duration of such
coverage and (b) an insurance broker’s statement that all premiums then due
and payable with respect to such coverage have been paid and confirming that the
Prepetition Administrative Agent, on behalf of the Secured Parties, has been
named as loss payee or additional insured, as applicable.

       

      Section
6.10           ERISA
Matters

       

      The
U.S. Borrower shall furnish the Prepetition Administrative Agent each of the
following:

       

      (a)           promptly
and in any event within 30 days after the U.S. Borrower, any of its
Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA
Event has occurred, written notice describing such event;

       

      (b)           promptly
and in any event within 10 days after the U.S. Borrower, any of its
Subsidiaries or any ERISA Affiliate knows or has reason to know that a request
for a minimum funding waiver under Section 412 of the Code has been filed
with respect to any Title IV Plan or Multiemployer Plan, a written
statement of a Responsible Officer of the U.S. Borrower describing such ERISA
Event or waiver request and the action, if any, the U.S. Borrower, its
Subsidiaries and ERISA Affiliates propose to take with respect thereto and a
copy of any notice filed with the PBGC or the IRS pertaining thereto;
and

       

      (c)           simultaneously
with the date that the U.S. Borrower, any of its Subsidiaries or any ERISA
Affiliate files a notice of intent to terminate any Title IV Plan, if such
termination would require material additional contributions in order to be
considered a standard termination within the meaning of Section 4041(b) of
ERISA, a copy of each notice.

       

      Section
6.11           Environmental
Matters

       

      The
U.S. Borrower shall provide the Prepetition Administrative Agent promptly and in
any event within 10 days after the U.S. Borrower or any of its Subsidiaries
learns of any of the following, written notice of each of the
following.  Upon the request of any Prepetition Lender (which may be a
one time request) the Prepetition Administrative Agent shall forward a copy of
all such written notices to such Lender.

       

      (a)           a
claim that the U.S. Borrower or any of its Subsidiaries is or may be liable to
any Person as a result of a Release or threatened Release that could reasonably
be expected to subject the U.S. Borrower or any such Subsidiary to Environmental
Liabilities and Costs of $1,000,000 or more individually or $5,000,000 or more
in the aggregate in any Fiscal Year;

       

      (b)           the
receipt by the U.S. Borrower or any of its Subsidiaries of notification that any
real or personal property of the U.S. Borrower or any such Subsidiary is or is
reasonably likely to be subject to any Environmental Lien;

       

      
        
          
          

        

        
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      (c)           the
receipt by the U.S. Borrower or any of its Subsidiaries of any notice of
violation of or potential liability under, or knowledge by the U.S. Borrower or
any such Subsidiary that there exists a condition that could reasonably be
expected to result in a violation of or liability under, any Environmental Law,
except for violations and liabilities the consequence of which, in the
aggregate, would not be reasonably likely to subject the U.S. Borrower and/or
such Subsidiaries collectively to Environmental Liabilities and Costs of
$1,000,000 or more individually or $5,000,000 or more in the aggregate in any
Fiscal Year;

       

      (d)           the
commencement of any judicial or administrative proceeding or investigation
alleging a violation of or liability under any Environmental Law, that, if
adversely determined, would have a reasonable likelihood of subjecting the U.S.
Borrower or any of its Subsidiaries collectively to Environmental Liabilities
and Costs of $1,000,000 or more individually or $5,000,000 or more in the
aggregate in any Fiscal Year;

       

      (e)           any
proposed acquisition of stock, assets or real estate, any proposed leasing of
property or any other action by the U.S. Borrower or any of its Subsidiaries
other than those the consequences of which, in the aggregate, would not have a
reasonable likelihood of subjecting the U.S. Borrower or any of its Subsidiaries
collectively to Environmental Liabilities and Costs of $1,000,000 or more
individually or $5,000,000 or more in the aggregate in any Fiscal
Year;

       

      (f)           any
proposed action by the U.S. Borrower or any of its Subsidiaries or any change in
Environmental Laws that, has a reasonable likelihood of requiring the U.S.
Borrower or any of its Subsidiaries to make additional capital improvements to
obtain compliance with Environmental Laws that would cost $1,000,000 or more
individually or $5,000,000 or more in the aggregate in any Fiscal Year or
subject the U.S. Borrower or any of its Subsidiaries to additional Environmental
Liabilities and Costs of $1,000,000 or more individually or $5,000,000 or more
in the aggregate in any Fiscal Year; and

       

      (g)           upon
written request by any Prepetition Lender through the Prepetition Administrative
Agent, a report providing an update of the status of any environmental, health
or safety compliance, hazard or liability issue identified in any notice or
report delivered pursuant to this Agreement.

       

      Section
6.12           Customer
Contracts

       

      Promptly
after becoming aware of the same, the U.S. Borrower shall give the Prepetition
Administrative Agent written notice of any cancellation, termination or loss of
any Contractual Obligation or other customer arrangement, from which the
aggregate actual or projected revenues of the U.S. Borrower and its Subsidiaries
for the then current Fiscal Year exceed $50,000,000.

       

      Section
6.13           Other
Information

       

      The
Borrowers shall provide the Prepetition Administrative Agent with such other
information respecting the business, properties, condition, financial or
otherwise, or operations of the U.S. Borrower or any of its Subsidiaries as the
Prepetition Administrative Agent may from time to time reasonably
request.

       

      
        
          
          

        

        
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      ARTICLE
VI.A

       

      Reporting
Covenants with Respect to Dip Facilities

       

      Each
of the Borrowers and Holdings agrees with the DIP Lenders and the DIP
Administrative Agent to each of the following as long as any DIP Obligation or
any DIP Commitments remain outstanding and, in each case, unless the Requisite
DIP Lenders otherwise consent in writing (which consent may be given with
respect to definitions or portions of definition used in this Section 6.1.A).

       

      Section
6.1.A          Financial
Statements and Additional Bankruptcy-related Reporting

       

      The
Borrowers shall furnish to the DIP Administrative Agent (with sufficient copies
for each of the DIP Lenders, which the DIP Administrative Agent shall provide to
the DIP Lenders) each of the following:

       

      (a)           Quarterly
Reports.  On or prior to the date that is (i) For the quarter
of the Fiscal Year ending immediately before the DIP Effective Date, sixty (60)
days after the end of such quarter and (ii) for each quarter of each Fiscal Year
thereafter, forty five (45) days after the end of such quarter, financial
information regarding Holdings and its Subsidiaries consisting of Consolidated
unaudited balance sheets as of the close of such quarter and the related
statements of income and cash flow for such quarter and that portion of the
Fiscal Year ending as of the close of such quarter, setting forth in comparative
form the figures for the corresponding period in the prior year and the figures
contained in the latest Operating Forecast provided pursuant to clause (i) below for
the current Fiscal Year, in each case, certified by a Responsible Officer of the
U.S. Borrower as fairly presenting the Consolidated financial position of
Holdings and its Subsidiaries as at the dates indicated and the results of their
operations and cash flow for the periods indicated in accordance with GAAP
(subject to the absence of footnote disclosure and normal year-end audit
adjustments).

       

      (b)           Annual Reports.  On
or prior to the date that is ninety (90) days after the end of the Fiscal Year,
financial information regarding Holdings and its Subsidiaries consisting of
Consolidated and consolidating balance sheets of Holdings and its Subsidiaries
as of the end of such year and related statements of income and cash flows of
Holdings and its Subsidiaries for such Fiscal Year, all prepared in conformity
with GAAP and certified, in the case of such Consolidated Financial Statements,
without qualification as to the scope of the audit or as to Holdings being a
going concern by Holdings’ Accountants, together with the report of such
accounting firm stating that (i) such Financial Statements fairly present
the Consolidated financial position of Holdings and its Subsidiaries as at the
dates indicated and the results of their operations and cash flow for the
periods indicated in conformity with GAAP applied on a basis consistent with
prior years (except for changes with which Holdings’ Accountants shall concur
and that shall have been disclosed in the notes to the Financial Statements) and
(ii) the examination by Holdings’ Accountants in connection with such
Consolidated Financial Statements has been made in accordance with generally
accepted auditing standards, and accompanied by a certificate stating that in
the course of the regular audit of the business of Holdings and its Subsidiaries
such accounting firm has obtained no knowledge that a Default or 

       

      
        
          
          

        

        
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      Event
of Default has occurred and is continuing, or, if in the opinion of such
accounting firm, a Default or Event of Default has occurred and is continuing, a
statement as to the nature thereof.

       

      (c)           [Reserved]

       

      (d)           Corporate Chart and Other Collateral
Updates.  Together with the delivery of any financial statement
pursuant to clause (a) or
(b) above, a corporate organizational chart or other equivalent
document, current as of the date of receipt of such chart by the DIP
Administrative Agent, in form and substance reasonably acceptable to the DIP
Administrative Agent and certified as true, correct and complete by a
Responsible Officer of the U.S. Borrower, setting forth, for each Person that is
a Loan Party, or that is a Subsidiary or Affiliate of any of them, (A) the
full legal name of such Person (and any trade name, fictitious name or other
name such Person may have had or operated under), (B) the jurisdiction of
organization and organizational number (if any) of such Person, (C) the
location of such Person’s chief executive office (or sole place of business) and
(D) the number of shares of each class of such Person’s Stock authorized
(if applicable), the number outstanding as of the date of delivery, and the
number and percentage of the outstanding shares of each such class owned
(directly or indirectly) by any Loan Party.  The reporting
requirements set forth in this clause (d) are in
addition to, and do not replace or otherwise modify, any obligation of any Loan
Party under any applicable Loan Document (including other notice or reporting
requirements).  Compliance with the reporting obligations in this
clause (d) shall
not operate to update any Schedule hereto or any schedule to any other
applicable Loan Document and shall not cure, or otherwise modify in any way, any
failure to comply with any covenant, or any breach of any representation or
warranty, contained in any applicable Loan Document or any other Default or
Event of Default.

       

      (e)           Management Letters,
Etc.  Within five Business Days after receipt thereof by any
Loan Party, copies of each management letter, exception report or similar letter
or report received by such Loan Party from its independent certified public
accountants (including Holdings’ Accountants).

       

      (f)           Intercompany Loan
Balances.  Together with each delivery of any financial
statement pursuant to clause (b) above, a
summary of the outstanding balance of all intercompany Indebtedness (including
the Intercompany Loans) as of the last day of the fiscal month covered by such
financial statement, certified by a Responsible Officer.

       

      (g)           Monthly Financial
Reports.  On or prior to the date that is (i) for the first and
second calendar month after the DIP Effective Date and the last month in any
Fiscal Quarter, the 40th day
following the end of that month and (ii) for each other month, the 30th day
following the end of such month, (x) financial information regarding Holdings
and its Subsidiaries consisting of Consolidated unaudited balance sheets as of
the close of the preceding month and the related Consolidated unaudited
statement of income for such month and that portion of the Fiscal Year ending as
of the close of such month, prepared in accordance with GAAP (subject to the
absence of footnote disclosure and normal ordinary course quarter-end and
year-end audit adjustments) and (y) a report with respect to the progress of the
Borrowers and Holdings and their respective Subsidiaries with respect to asset
sales, cost savings, and facility closures.

       

      
        
          
          

        

        
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      (h)           Compliance
Certificates.  Together with each delivery of any monthly
financial report or financial statements pursuant to clauses (a), (b) and (g)
above, a certificate of a Responsible Officer of the U.S. Borrower (each, a
“Compliance
Certificate”) (A) for each month that is not the final month of a Fiscal
Quarter, showing in reasonable detail the calculations used in determining the
ratios and demonstrating compliance with each of the financial covenants
contained in Section 5.2
(DIP Financial Covenants) using the preliminary financial information
(subject to adjustment in connection with the preparation of the final financial
statements for the Fiscal Quarter) contained in the  monthly financial
statements delivered pursuant to clause (g) above and (B) for each month
that is the final month of a Fiscal Quarter, (i) showing in reasonable
detail the calculations used in determining the ratios and demonstrating
compliance with each of the financial covenants contained in Section 5.2 (DIP Financial
Covenants) and (ii) stating that no Default or Event of Default has
occurred and is continuing or, if a Default or an Event of Default has occurred
and is continuing, stating the nature thereof and the action that the U.S.
Borrower proposes to take with respect thereto.

       

      (i)           Operating Forecast. (A)
Within ten (10 days of the Interim Order Date, a business plan and
projected operating budget through the end of the current fiscal year of
Holdings, in form and substance acceptable to the Requisite DIP Lenders, in
their sole discretion (the “Operating
Forecast”), broken down by (i) the U.S. Borrower and DIP Guarantors, (ii)
Foreign Subsidiary Guarantors and (iii) Foreign Subsidiaries who are not
Guarantors and (B) on or before June 1, 2009, an Operating Forecast broken down
by month, and on a plant by plant basis including, without limitation, income
statements, balance sheets, cash flow statements, asset sales, a line item for
total available liquidity for the period commencing on the date of such
Operating Forecast, and which shall set forth the anticipated uses of the New
Money DIP Term Loans for such period, in form and substance acceptable to the
Requisite DIP Lenders, in their sole discretion. In each case the associated
underlying assumptions shall be acceptable to the Requisite DIP Lenders in their
sole discretion.

       

      (j)           Operating Report. Within five
(5) days of the Interim Order Date, an operating report known as of the
date hereof as “Corporate Metric Ranking – YTD” for each operating plant of
Holdings and its subsidiaries will be developed, in form and substance
acceptable to the Requisite DIP Lenders in their sole discretion.

       

      (k)           13-Week
Budgets.  Commencing on the DIP Effective Date, and every
second Friday thereafter until the Final Order Date, and after the Final Order
Date, every fourth week thereafter, a 13-week rolling cash flow forecast
detailing cash receipts and cash disbursements on a weekly basis for Holdings
and its Subsidiaries for the next 13 weeks, broken down by (i) the U.S. Borrower
and DIP Guarantors, (ii) Foreign Subsidiary Guarantors and (iii) Foreign
Subsidiaries who are not Guarantors, and by week and on a plant by plant basis,
including anticipated uses of the DIP Facilities in substantially the form of
Exhibit K (Form of 13-Week Budget) (a
“13-Week Budget”), in
each case in form and substance satisfactory to the Requisite DIP Lenders in
their sole discretion.

       

      (l)           Weekly DIP Budget Performance
Report. Commencing on the first Friday after the DIP Effective Date, and
every Friday thereafter, a comparison on a consolidated basis of the actual cash
flows for the most recently completed week (ending on the previous Friday) to
the most recent 13-Week Budget for such week for each line item in the
applicable 13-Week 

       

      
        
          
          

        

        
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      Budget,
including an explanation for all material variances from the applicable 13-Week
Budget, and any other information requested by the DIP Administrative Agent to
determine compliance with the financial covenant contained in Section 5.2(f) (a “Weekly DIP Budget Performance
Report”), the form of which shall be satisfactory to the DIP
Administrative Agent in its sole discretion, in each case certified by the Chief
Financial Officer of the U.S. Borrower.

       

      Section
6.2.A          Default
Notices

       

      As
soon as practicable, and in any event within five Business Days after a
Responsible Officer of any Borrower has actual knowledge of the existence of any
Default, Event of Default or other event having had a Material Adverse Effect or
having any reasonable likelihood of causing or resulting in a Material Adverse
Change, the U.S. Borrower shall give the DIP Administrative Agent notice
specifying the nature of such Default or Event of Default or other event,
including the anticipated effect thereof, which notice, if given by telephone,
shall be promptly confirmed in writing on the next Business Day.  Upon
the request of any DIP Lender (which may be a one time request) the DIP
Administrative Agent shall forward a copy of all such written notices to such
DIP Lender.

       

      Section
6.3.A          Litigation

       

      Promptly
after the commencement thereof, the U.S. Borrower shall give the DIP
Administrative Agent written notice of the commencement of all actions, suits
and proceedings before any domestic or foreign Governmental Authority or
arbitrator anywhere in the world, affecting Holdings, the Borrowers or any of
their Subsidiaries that is reasonably likely to be adversely determined and
(i) seeks injunctive or similar relief or (ii) in the reasonable
judgment of the Borrowers, exposes the U.S. Borrower or such Subsidiary to
liability in an amount aggregating $500,000 (or its Dollar Equivalent) or more
or that, if adversely determined, would have a Material Adverse
Effect.

       

      Section
6.4.A          Asset
Sales

       

      Prior
to any Asset Sale (other than inventory sold in the ordinary course of business
and receivables sold pursuant to a Securitization Program, Domestic Receivables
Purchase Program or Foreign Receivables Purchase Program) anticipated to
generate in excess of $500,000 (or its Dollar Equivalent) in Net Cash Proceeds,
the U.S. Borrower shall send the DIP Administrative Agent a notice
(a) describing such Asset Sale or the nature and material terms and
conditions of such transaction and (b) stating the estimated Net Cash
Proceeds anticipated to be received by the U.S. Borrower or any of its
Subsidiaries.

       

      Section
6.5.A          Notices under
Related Documents

       

      Promptly
after the sending or filing thereof, the U.S. Borrower shall send the DIP
Administrative Agent copies of all material notices, certificates or reports
delivered pursuant to, or in connection with, any Related Document.

       

      Section
6.6.A          SEC Filings;
Press Releases

       

      
        
          
          

        

        
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      Promptly
after the sending or filing thereof, the U.S. Borrower shall send notices to DIP
Administrative Agent of (a) all reports that Holdings sends to its security
holders generally, (b) all reports and registration statements that
Holdings or any of its Subsidiaries files with the Securities and Exchange
Commission or any national or foreign securities exchange or the National
Association of Securities Dealers, Inc., (c) all press releases and
(d) all other statements concerning material changes or developments in the
business of such Loan Party made available by any Loan Party to the public or
any other creditor; provided, however, that the U.S.
Borrower shall provide copies to the DIP Administrative Agent of (i) all
documents listed in clauses (a) -
(d) above that are not publicly available or (ii) each document
listed in clauses (a) –
(d) above upon the request of the DIP Administrative
Agent.

       

      Section
6.7.A          Labor
Relations

       

      Promptly
after becoming aware of the same, the Borrowers shall give the DIP
Administrative Agent written notice of (a) any material labor dispute to which
the Obligors or any of its Subsidiaries is or may become a party, including any
strikes, lockouts or other disputes relating to any of such Person’s plants and
other facilities, (b) any Worker Adjustment and Retraining Notification Act or
related liability incurred with respect to the closing of any plant or other
facility of any such Person, (c) any material inquiry or action with respect to
labor issues by a governmental or regulatory authority  and (d) a
summary of discussions with respect to the foregoing.

       

      Section
6.8.A          Tax
Returns

       

      Upon
the request of the DIP Administrative Agent, the U.S. Borrower shall provide
copies of all federal, state, local and foreign tax returns and reports filed by
the U.S. Borrower or any of its Subsidiaries in respect of taxes measured by
income (excluding sales, use and like taxes).

       

      Section
6.9.A          Insurance

       

      As
soon as is practicable and in any event within 90 days after the end of
each Fiscal Year, the Borrowers shall furnish the DIP Agents with (a) a
report in form and substance satisfactory to the Requisite DIP Lenders outlining
all material insurance coverage maintained as of the date of such report by each
Obligor and each of their Subsidiaries and the duration of such coverage and
(b) an insurance broker’s statement that all premiums then due and payable
with respect to such coverage have been paid and confirming that the DIP
Administrative Agent, on behalf of the Secured DIP Parties, has been named as
loss payee or additional insured, as applicable.

       

      Section
6.10.A        ERISA Matters

       

      The
U.S. Borrower shall furnish the DIP Administrative Agent each of the
following:

       

      (a)           promptly
and in any event within 30 days after the U.S. Borrower, any of its
Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA
Event has occurred, written notice describing such event;

       

      
        
          
          

        

        
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      (b)           promptly
and in any event within 10 days after the U.S. Borrower, any of its
Subsidiaries or any ERISA Affiliate knows or has reason to know that a request
for a minimum funding waiver under Section 412 of the Code has been filed
with respect to any Title IV Plan or Multiemployer Plan, a written
statement of a Responsible Officer of the U.S. Borrower describing such ERISA
Event or waiver request and the action, if any, the U.S. Borrower, its
Subsidiaries and ERISA Affiliates propose to take with respect thereto and a
copy of any notice filed with the PBGC or the IRS pertaining thereto;
and

       

      (c)           simultaneously
with the date that the U.S. Borrower, any of its Subsidiaries or any ERISA
Affiliate files a notice of intent to terminate any Title IV Plan, if such
termination would require material additional contributions in order to be
considered a standard termination within the meaning of Section 4041(b) of
ERISA, a copy of each notice.

       

      Section
6.11.A        Environmental
Matters

       

      (a)           The
Obligors shall provide the DIP Administrative Agent promptly and in any event
within 10 days after any Obligor or any of its Subsidiaries learns of any
of the following, written notice of each of the following.  Upon the
request of any DIP Lender (which may be a one time request) the DIP
Administrative Agent shall forward a copy of all such written notices to such
Lender.

       

      (b)           a
claim that any Obligor or any of its Subsidiaries is or may be liable to any
Person as a result of a Release or threatened Release that could reasonably be
expected to subject any such Obligor or any such Subsidiary to Environmental
Liabilities and Costs of $1,000,000 or more individually or $5,000,000 or more
in the aggregate in any Fiscal Year;

       

      (c)           the
receipt by any Obligor or any of its Subsidiaries of notification that any real
or personal property of any such Obligor or any such Subsidiary is or is
reasonably likely to be subject to any Environmental Lien;

       

      (d)           the
receipt by the any Obligor or any of its Subsidiaries of any notice of violation
of or potential liability under, or knowledge by any such Obligor or any such
Subsidiary that there exists a condition that could reasonably be expected to
result in a violation of or liability under, any Environmental Law, except for
violations and liabilities the consequence of which, in the aggregate, would not
be reasonably likely to subject such Obligor and/or such Subsidiaries
collectively to Environmental Liabilities and Costs of $1,000,000 or more
individually or $5,000,000 or more in the aggregate in any Fiscal
Year;

       

      (e)           the
commencement of any judicial or administrative proceeding or investigation
alleging a violation of or liability under any Environmental Law, that, if
adversely determined, would have a reasonable likelihood of subjecting any
Obligor or any of its Subsidiaries collectively to Environmental Liabilities and
Costs of $1,000,000 or more individually or $5,000,000 or more in the aggregate
in any Fiscal Year;

       

      (f)           any
proposed acquisition of stock, assets or real estate, any proposed leasing of
property or any other action by any Obligor or any of its Subsidiaries other
than those the consequences of which, in the aggregate, would not have a
reasonable likelihood of subjecting such Obligor or any of its Subsidiaries
collectively to Environmental Liabilities and 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      Costs
of $1,000,000 or more individually or $5,000,000 or more in the aggregate in any
Fiscal Year;

       

      (g)           any
proposed action by any Obligor or any of its Subsidiaries or any change in
Environmental Laws that, has a reasonable likelihood of requiring any Obligor or
any of its Subsidiaries to make additional capital improvements to obtain
compliance with Environmental Laws that would cost $1,000,000 or more
individually or $5,000,000 or more in the aggregate in any Fiscal Year or
subject any such Obligor or any of its Subsidiaries to additional Environmental
Liabilities and Costs of $1,000,000 or more individually or $5,000,000 or more
in the aggregate in any Fiscal Year; and

       

      (h)           upon
written request by any DIP Lender through the DIP Administrative Agent, a report
providing an update of the status of any environmental, health or safety
compliance, hazard or liability issue identified in any notice or report
delivered pursuant to this Agreement.

       

      Section
6.12.A         Customer
Contracts

       

      Promptly,
and in any event within three (3) Business Days after (i) any material
Contractual Obligation or other material customer arrangement of an Obligor or
Subsidiary is terminated or amended (including the loss of payment terms with or
being subject to a “new business hold” by a significant customer) on such
Contractual Obligation or customer arrangement in a manner that could reasonably
be expected to have a Material Adverse Effect, (ii) there is a default or event
of default in respect of any material Contractual Obligation of an Obligor or
Subsidiary and such default or event of default reasonably be expected to have a
Material Adverse Effect and (iii) after any new material Contractual
Obligation or other material customer arrangement is entered into, in each case
deliver to Lenders: (A) a copy of such termination, amendment or new
material Contractual Obligation, (B) with respect to a termination or
amendment described in clause (i), a summary of actions being taken to
limit or eliminate the Material Adverse Effect which may result from such
termination or amendment and (C) with respect to a default or event of default
described in clause (ii), a summary of actions being taken to limit or eliminate
the Material Adverse Effect which may result from such default or event of
default.

       

      Section
6.13.A         Other Information;
Bankruptcy Court filings

       

      (a)           The
Borrowers and Holdings shall deliver to the Requisite DIP Lenders and the DIP
Administrative Agent (i) at least fifteen (15) days (or such shorter period
as the Requisite DIP Lenders may agree) in advance of filing with the Bankruptcy
Court (which must be, in each case, in form and substance satisfactory to the
sole discretion of Requisite DIP Lenders) the Interim Order and the Final Order,
all other proposed orders and pleadings related to the DIP Facility, any
pleading related to a Sale Transaction, any pleading relating to a plan under
Chapter 11 of the Bankruptcy Code, and/or any disclosure statement related
to such plan and (ii) at least five Business Days (or such shorter period as the
Requisite DIP Lenders may agree) prior to the filing thereof, copies of all
other unredacted pleadings, reports, motions, applications, presentations,
financial information and other papers and documents any Obligor will file with
the Bankruptcy Court or will give to any official or unofficial creditors’
committee, 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      to
the Office of the United States Trustee, any examiner or any trustee, each of
which such papers and documents shall also be given to DIP Lender’s Advisors.


       

       

      ARTICLE
VII


       

      Affirmative Covenants with respect to Prepetition
Facilities

       

      Each
of the Borrowers and Holdings agrees with the Prepetition Lenders and the
Prepetition Administrative Agent to each of the following as long as any
Prepetition Obligation or any Prepetition Commitment remains outstanding and, in
each case, unless the Requisite Lenders otherwise consent in
writing:

       

      Section
7.1              Preservation
of Corporate Existence, Etc.

       

      The
Borrowers and Holdings shall, and shall cause each of their respective
Subsidiaries to, preserve and maintain their legal existence, rights (charter
and statutory) and franchises, except as permitted by Sections 8.3 (Investments) and 8.4 (Sale of
Assets).  Notwithstanding the foregoing, the Borrowers may
dissolve, or cause to be dissolved, any wholly-owned Subsidiary, so long as the
dissolution or liquidation of such Subsidiary shall not have an adverse effect
on the business of the U.S. Borrower and its Subsidiaries or the Liens of the
Prepetition Administrative Agent or the Collateral (other than the Liens of the
Prepetition Administrative Agent on the Stock of such wholly-owned Subsidiary
that is dissolved).

       

      Section
7.2              Compliance
with Laws, Etc.

       

      The
Borrowers and Holdings shall, and shall cause each of their respective
Subsidiaries to, comply with all applicable Requirements of Law, Contractual
Obligations and Permits, except where the failure so to comply would not, in the
aggregate, have a Material Adverse Effect.

       

      Section
7.3              Conduct
of Business

       

      The
Borrowers and Holdings shall, and shall cause each of their respective
Subsidiaries to, (a) conduct their business in the ordinary course and
(b) use their reasonable efforts, in the ordinary course and consistent
with past practice, to preserve their business and the goodwill and business of
the customers, advertisers, suppliers and others having business relations with
the Borrowers, Holdings or any of their respective Subsidiaries, except in each
case where the failure to comply with the covenants in each of clauses (a) and (b) above would not, in
the aggregate, have a Material Adverse Effect.

       

      Section
7.4              Payment
of Taxes, Etc.

       

      The
Borrowers and Holdings shall, and shall cause each of their respective
Subsidiaries to, timely file all federal, state, local and non-U.S. income and
franchise and all other material tax returns, reports and statements, and to pay
and discharge before the same shall become delinquent, all lawful governmental
claims, taxes, assessments, charges and levies, 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      except
where contested in good faith, by proper proceedings and adequate reserves
therefor have been established on the books of the U.S. Borrower, Holdings or
the appropriate Subsidiary in conformity with GAAP.

       

      Section
7.5              Maintenance
of Insurance

       

      The
Borrowers and Holdings shall (a) maintain for themselves, and cause to be
maintained for each of their respective Subsidiaries, (i) insurance with
the Captive Insurance Subsidiary and (ii) insurance with responsible and
reputable insurance or reinsurance companies or associations (as applicable) in
such amounts and covering such risks as is usually carried by companies engaged
in similar businesses and owning similar properties in the same general areas in
which the Borrowers, Holdings or such Subsidiary operates and, in any event, all
insurance required by any of the Collateral Documents or the Intercompany
Collateral Documents and (b) cause all such insurance (other than insurance
maintained by and for any Subsidiary that is a Securitization SPV) which is
material (and, if applicable, reinsurance) to the Prepetition Administrative
Agent, on behalf of the Secured Parties, as additional insured or loss payee, as
appropriate, and to provide that no cancellation, material addition in amount or
material change in coverage shall be effective until after 30 days’ written
notice thereof to each Agent.

       

      Section
7.6              Access

       

      The
Borrowers and Holdings shall from time to time permit the Prepetition
Administrative Agent and the Prepetition Lenders, or any agents or
representatives thereof (upon two Business Days’ prior written notification for
the same and at reasonable times, except that, during the continuance of an
Event of Default, such restrictions shall not be applicable) to (a) examine
and make copies of and abstracts from the records and books of account of the
Borrowers, Holdings and each of their respective Subsidiaries, (b) visit
the properties of the Borrowers, Holdings and each of their respective
Subsidiaries, (c) discuss the affairs, finances and accounts of the
Borrowers, Holdings and each of their respective Subsidiaries with any of their
respective officers or directors and (d) communicate directly with any of
their independent certified public accountants (including Holdings’
Accountants); provided,
however, that the
Borrowers shall have the right to be present at any such
communication.  The Borrowers and Holdings shall authorize their
independent certified public accountants (including Holdings’ Accountants) to
disclose to the Prepetition Administrative Agent or any Prepetition Lender any
and all financial statements and other information of any kind, as the
Prepetition Administrative Agent or any Prepetition Lender reasonably requests
from the Borrowers or Holdings and that such accountants may have with respect
to the business, financial condition, results of operations or other affairs of
the U.S. Borrower, Holdings or any of their respective
Subsidiaries.

       

      Section
7.7              Keeping
of Books

       

      The
U.S. Borrower and Holdings shall, and shall cause each of their Subsidiaries to
keep, proper books of record and account, in which full and correct entries
shall be made in conformity with GAAP (or, as applicable, other local generally
accepted accounting principles applicable to a Foreign Subsidiary) of all
financial transactions and the assets and business of the U.S. Borrower,
Holdings and each such Subsidiary.

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      Section
7.8              Maintenance
of Properties, Etc.

       

      The
U.S. Borrower and Holdings shall, and shall cause each of their
respective  Subsidiaries to, maintain and preserve (a) in good
working order and condition all of their properties necessary in the conduct of
their business, (b) all rights, permits, licenses, approvals and privileges
(including all Permits) used or necessary in the conduct of their business and
(c) all registered patents, trademarks, trade names, copyrights and service
marks with respect to their business, except where failure to so maintain and
preserve the items set forth in clauses (a), (b) and (c) above would not, in
the aggregate, have a Material Adverse Effect.

       

      Section
7.9               Application
of Proceeds

       

      The
Borrowers shall use the entire amount of the proceeds of the Prepetition Loans
as provided in Section
4.13 (Use of
Proceeds).

       

      Section
7.10             Environmental

       

      The
Borrowers and Holdings shall, and shall cause all of their respective
Subsidiaries to, comply in all material respects with Environmental
Laws.

       

      Section
7.11              Additional
Collateral and Guaranties

       

      To
the extent not delivered to the Prepetition Administrative Agent on or before
the Effective Date, each Borrower and Holdings agree to do promptly each of the
following:

       

      (a)           execute
and deliver, and cause its Subsidiaries to execute and deliver, to the
Prepetition Administrative Agent such supplements, amendments and joinders to
the Collateral Documents as the Prepetition Administrative Agent deems necessary
or advisable in order to grant to the Prepetition Administrative Agent for the
benefit of the Secured Parties, a perfected first priority security interest in
the Stock and Stock Equivalents and other debt Securities that are owned or held
by any Borrower or any Subsidiary thereof and required to be pledged to the
Prepetition Administrative Agent;

       

      (b)           deliver
to the Prepetition Administrative Agent the certificates (if any) representing
such Stock and Stock Equivalents and other debt Securities, together with
(i) in the case of such certificated Stock and Stock Equivalents, undated
stock powers endorsed in blank and (ii) in the case of such certificated
debt Securities, endorsed in blank, in each case, executed and delivered by a
Responsible Officer of such Loan Party or such Subsidiary thereof, as the case
may be;

       

      (c)           in
the case of any Domestic Subsidiary of any Loan Party (other than U.S. LLC, HLI
Netherlands Holdings, Inc., any Subsidiary that is a Securitization SPV and the
Captive Insurance Subsidiary and as otherwise agreed by the Prepetition
Administrative Agent), cause such Subsidiary (i) to execute a supplement,
amendment or joinder or otherwise become a party to the Guaranty and the
applicable Domestic Collateral Documents and (ii) to take such actions
necessary or advisable to grant to the Prepetition Administrative Agent for the
benefit of the Secured Parties a perfected security interest in the Domestic
Collateral described in the Domestic Collateral Documents with respect to such
Subsidiary, including the filing of UCC 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      financing
statements in such jurisdictions as may be required by the Domestic Collateral
Documents or by law or as may be reasonably requested by the Prepetition
Administrative Agent;

       

      (d)           in
the case of any Foreign Subsidiary of any Loan Party (other than any Subsidiary
that is a Securitization SPV and any Class IV Foreign Subsidiary and as
otherwise agreed by the Prepetition Administrative Agent), cause such Foreign
Subsidiary (i) to enter into a Foreign Subsidiary Guaranty and the
applicable Foreign Collateral Documents and (ii) to take such actions
necessary or advisable to grant to the Prepetition Administrative Agent for the
benefit of the Secured Parties solely with respect to the Foreign Prepetition
Obligations, a perfected security interest in the Foreign Collateral described
in the Foreign Collateral Documents with respect to such Foreign Subsidiary, as
may be reasonably requested by the Prepetition Administrative
Agent;

       

      (e)           if
requested by the Prepetition Administrative Agent, deliver to the Prepetition
Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Prepetition Administrative Agent;

       

      (f)           (A)
notwithstanding any provision of this Agreement or any other Prepetition Loan
Document to the contrary (including any provision that would otherwise apply
notwithstanding other provisions or that is the beneficiary of other overriding
language):

       

      (i)           no
more than 65% of the issued and outstanding Voting Stock of (x) the
Luxembourg Borrower or any Foreign Subsidiary or (y) any Domestic
Subsidiary substantially all of whose assets consist of the Stock or Stock
Equivalents in “controlled foreign corporations” under Section 957 of the
Code shall be pledged or similarly hypothecated to guarantee, secure or support
any Domestic Secured Obligation;

       

      (ii)           no
Foreign Subsidiary or any Domestic Subsidiary substantially all of whose assets
consist of the Stock or Stock Equivalents in “controlled foreign corporations”
under Section 957 of the Code shall guarantee or support any Domestic
Secured Obligation;

       

      (iii)           no
security or similar interest shall be granted in the assets of any Foreign
Subsidiary or any Domestic Subsidiary substantially all of whose assets consist
of the Stock or Stock Equivalents in “controlled foreign corporations under
Section 957 of the Code (including indirectly by way of an offset or
otherwise) which security or similar interests guarantees or supports any
Domestic Secured Obligation;

       

      (iv)           no
Subsidiary shall guarantee or support any Obligation if such guarantee or
support would contravene the Agreed Security Principles;

       

      (v)           no
Foreign Subsidiary shall guarantee or support any Foreign Secured Obligation of
any Foreign Loan Party unless such Foreign Subsidiary directly owns or is owned
directly by such Foreign Loan Party;

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      (vi)           no
security or similar interest shall be granted in the assets of any Foreign
Subsidiary (including indirectly by way of an offset or otherwise) which
security or similar interest guarantees or supports any Foreign Secured
Obligation of any Foreign Loan Party unless such Foreign Subsidiary directly
owns or is owned directly by such Foreign Loan Party.

       

      (g)           the
parties hereto agree that any pledge, guaranty or security or similar interest
made or granted in contravention of this Section 7.11 shall be
void ab initio.

       

      Section
7.12           
Exchange Rate Fluctuations

       

      The
Borrowers shall use their reasonable best efforts, including the implementation
and maintenance of internal controls to monitor the Loans and Letters of Credit
hereunder, (a) to prevent the aggregate Revolving Credit Outstandings from
exceeding the Available Credit at any time solely by reason of fluctuations in
exchange rates and (b) to promptly identify and remedy any such
circumstance.

       

      Section
7.13           [Reserved]

       

      Section
7.14            Classification
of Jurisdictions

       

      The
Borrowers shall promptly notify the Prepetition Administrative Agent in writing
of the creation or acquisition of any Foreign Subsidiary which is not
incorporated under the laws of and has its principal place of business in a
Class I Jurisdiction, Class II Jurisdiction, Class III
Jurisdiction or Class IV Jurisdiction.  The Prepetition
Administrative Agent may, and if requested by the Borrowers, shall undertake to
review and evaluate the relevant laws of the jurisdiction in which such Foreign
Subsidiary is organized and has its principal place of business relating to and
governing the creation and enforceability of any Intercompany Loan Document or
Foreign Loan Document required to be executed and delivered by such Foreign
Subsidiary pursuant to Section 7.11.  Upon
completion of such review the Prepetition Administrative Agent shall designate
the jurisdiction as a Class I Jurisdiction, Class II Jurisdiction,
Class III Jurisdiction or Class IV Jurisdiction.

       

      Section
7.15            Compliance
with Financial Covenants

       

      Holdings
shall use commercially reasonable efforts to maintain compliance with its
financial covenants, including, but not limited to, reducing its outstanding
Indebtedness and Interest Expense.

       

      ARTICLE
VII.A


       

      Affirmative
Covenants with respect to DIP Facilities

       

      With
respect to the DIP Obligations, each of the Borrowers and Holdings agrees with
the DIP Lenders and the DIP Administrative Agent to comply with each of the
following affirmative covenants as long as any DIP Obligation or any DIP
Commitments remains outstanding and, in each case, unless the Requisite DIP
Lenders otherwise consent in writing 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      (which
consent may be given with respect to definitions or portions of definition used
in this Section
7.1.A):

       

      Section
7.1.A          Preservation of
Corporate Existence, Etc.

       

      The
Borrowers and Holdings shall, and shall cause each of their respective
Subsidiaries to, preserve and maintain their legal existence, rights (charter
and statutory) and franchises, except as permitted by Sections 8.3A (Investments) and 8.4A (Sale of
Assets).

       

      Section
7.2.A          Compliance with
Laws, Etc.

       

      The
Borrowers and Holdings shall, and shall cause each of their respective
Subsidiaries to, comply with all applicable Requirements of Law, Contractual
Obligations and Permits, except where the failure so to comply would not, in the
aggregate, have a Material Adverse Effect.

       

      Section
7.3.A          Conduct of
Business

       

      The
Borrowers and Holdings shall, and shall cause each of their respective
Subsidiaries to, (a) conduct their business in the ordinary course and
(b) use their reasonable efforts, in the ordinary course and consistent
with past practice, to preserve their business and the goodwill and business of
the customers, advertisers, suppliers and others having business relations with
the Borrowers, Holdings or any of their respective Subsidiaries, except in each
case where the failure to comply with the covenants in each of clauses (a) and (b) above would not, in
the aggregate, have a Material Adverse Effect.

       

      Section
7.4.A          Payment of
Taxes, Etc.

       

      The
Borrowers and Holdings shall, and shall cause each of their respective
Subsidiaries to, timely file all federal, state, local and non-U.S. income and
franchise and all other material tax returns, reports and statements, and to pay
and discharge before the same shall become delinquent, all lawful governmental
claims, taxes, assessments, charges and levies, except where contested in good
faith, by proper proceedings and adequate reserves therefor have been
established on the books of the U.S. Borrower, Holdings or the appropriate
Subsidiary in conformity with GAAP.

       

      Section
7.5.A          Maintenance of
Insurance

       

      The
Borrowers and Holdings shall (a) maintain for themselves, and cause to be
maintained for each of their respective Subsidiaries, (i) insurance with
the Captive Insurance Subsidiary and (ii) insurance with responsible and
reputable insurance or reinsurance companies or associations (as applicable) in
such amounts and covering such risks as is usually carried by companies engaged
in similar businesses and owning similar properties in the same general areas in
which the Borrowers, Holdings or such Subsidiary operates and, in any event, all
insurance required by any of the Collateral Documents or the Intercompany
Collateral Documents and (b) cause all such insurance (other than insurance
maintained by and for any Subsidiary that is a Securitization SPV) which is
material (and, if applicable, reinsurance) to the Prepetition Administrative
Agent, on behalf of the Secured Parties, as additional insured or loss payee, as


       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      appropriate,
and to provide that no cancellation, material addition in amount or material
change in coverage shall be effective until after 30 days’ written notice
thereof to each Agent.

       

      Section
7.6.A          Access

       

      The
Borrowers and Holdings shall from time to time permit the DIP Lenders Advisors,
DIP Administrative Agent and the DIP Lenders, or any agents or representatives
thereof access to personnel and such other information (including historical
information) respecting the business, properties, condition, financial or
otherwise, or operations of the Borrowers, Holdings and any of their
Subsidiaries as the DIP Lenders Advisors, DIP Administrative Agent, the DIP
Lenders and/or their respective agents or representatives may from time to time
reasonably request, including without limitation, to (a) examine and make
copies of and abstracts from the records and books of account of the Borrowers,
Holdings and each of their respective Subsidiaries, (b) visit the
properties of the Borrowers, Holdings and each of their respective Subsidiaries,
(c) discuss the affairs, finances and accounts of the Borrowers, Holdings
and each of their respective Subsidiaries with any of their respective officers
or directors, (d) hold regularly scheduled meetings as mutually agreed with the
Borrowers’ and Holdings senior management and their advisors, and a subcommittee
of the Requisite DIP Lenders and DIP Lenders Advisors, (e) have access to and
attend internal meetings regarding strategic planning, cash and liquidity
management, operational and restructuring activities and (f) communicate
directly with any of their independent certified public accountants (including
Holdings’ Accountants); provided, however, that the Borrowers
shall have the right to be present at any such communication.  The
Borrowers and Holdings shall authorize their independent certified public
accountants (including Holdings’ Accountants) to disclose to the DIP Lenders
Advisors, DIP Administrative Agent or any DIP Lender any and all financial
statements and other information of any kind, as any DIP Lenders Advisor, DIP
Administrative Agent or any DIP Lender reasonably requests from the Borrowers or
Holdings and that such accountants may have with respect to the business,
financial condition, results of operations or other affairs of the U.S.
Borrower, Holdings or any of their respective Subsidiaries.

       

      Section
7.7.A          Keeping of
Books

       

      The
Borrowers and Holdings shall, and shall cause each of their Subsidiaries to
keep, proper books of record and account, in which full and correct entries
shall be made in conformity with GAAP (or, as applicable, other local generally
accepted accounting principles applicable to a Foreign Subsidiary) of all
financial transactions and the assets and business of the Borrowers, Holdings
and each such Subsidiary.

       

      Section
7.8.A           Maintenance
of Properties, Etc.

       

      The
Borrowers and Holdings shall, and shall cause each of their respective
Subsidiaries to, maintain and preserve (a) in good working order and
condition all of their properties necessary in the conduct of their business,
(b) all rights, permits, licenses, approvals and privileges (including all
Permits) used or necessary in the conduct of their business and (c) all
registered patents, trademarks, trade names, copyrights and service marks with
respect to their business, except where failure to so maintain and preserve the
items set forth in clauses (a), (b) and (c) above would not, in
the aggregate, have a Material Adverse Effect.

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      Section
7.9.A          Application of
Proceeds; DIP Collateral Account

       

      (a)           The
Borrowers shall use the entire amount of the proceeds of the DIP Loans as
provided in Section
4.13A (Use of
Proceeds).

       

      (b)           All
proceeds of the New Money DIP Term Loans shall be deposited into the DIP
Collateral Accounts and disbursed as provided in the DIP Depositary
Agreement.

       

      Section
7.10.A         Environmental,
Health and Safety

       

      (a)           The
Borrowers and Holdings shall, and shall cause all of their respective
Subsidiaries to, comply in all material respects with Environmental
Laws.

       

      (b)           Within
forty-five (45) days of DIP Effective Date, the Borrowers shall engage a
reputable international third-party consultant, reasonably acceptable to DIP
Administrative Agent, to review the Obligors’ environmental, health and safety
management systems and compliance programs, conduct an assessment of the
Obligors’ compliance with Environmental Laws in all applicable jurisdictions,
and provide recommendations on any improvements and corrections as may be
necessary or appropriate to maintain compliance with good management practices
and Environmental Laws.   Within ninety (90) days of the DIP
Effective Date, the Obligors shall provide written satisfactory confirmation to
the DIP Administrative Agent in its sole discretion describing any
recommendations and developing a plan to address such recommendations. The
Borrowers will use their commercially reasonable efforts to implement such
recommendations.

       

      Section
7.11.A         Additional
Collateral and Guaranties

       

      (a)           
[Reserved];

       

      (b)           [Reserved];

       

      (c)           [Reserved];

       

      (d)           [Reserved];

       

      (e)           [Reserved];

       

      (f)           (A)
Notwithstanding any provision of this Agreement, any other DIP Loan Document or
the Orders to the contrary (including any provision that would otherwise apply
notwithstanding other provisions or that is the beneficiary of other overriding
language):

       

      (i)           no
more than 65% of the issued and outstanding Voting Stock of (x) the
Luxembourg Borrower or any Foreign Subsidiary or (y) any Domestic
Subsidiary substantially all of whose assets consist of the Stock or Stock
Equivalents in “controlled foreign corporations” under Section 957 of the
Code shall be pledged or similarly hypothecated to guarantee, secure or support
any Domestic Secured DIP Obligation;

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      (ii)           no
Foreign Subsidiary or any Domestic Subsidiary substantially all of whose assets
consist of the Stock or Stock Equivalents in “controlled foreign corporations”
under Section 957 of the Code shall guarantee or support any Domestic
Secured DIP Obligation;

       

      (iii)           no
security or similar interest shall be granted in the assets of any Foreign
Subsidiary or any Domestic Subsidiary substantially all of whose assets consist
of the Stock or Stock Equivalents in “controlled foreign corporations under
Section 957 of the Code (including indirectly by way of an offset or
otherwise) which security or similar interests guarantees or supports any
Domestic Secured DIP Obligation;

       

      (iv)           no
Subsidiary shall guarantee or support any DIP Obligation if such guarantee or
support would contravene the Agreed Security Principles;

       

      (v)           no
Foreign Subsidiary shall guarantee or support any Foreign Secured DIP Obligation
of any Foreign Loan Party unless such Foreign Subsidiary directly owns or is
owned directly by such Foreign Loan Party; and

       

      (vi)           no
security or similar interest shall be granted in the assets of any Foreign
Subsidiary (including indirectly by way of an offset or otherwise) which
security or similar interest guarantees or supports any Foreign Secured DIP
Obligation of any Foreign Loan Party unless such Foreign Subsidiary directly
owns or is owned directly by such Foreign Loan Party.

       

      (g)           The
parties hereto agree that any pledge, guaranty or security or similar interest
made or granted in contravention of this Section 7.11.A shall be
void ab initio.

       

      Section
7.12.A         [Reserved]

       

      Section
7.13.A         [Reserved]

       

      Section
7.14.A          Classification
of Jurisdictions

       

      The
Borrowers shall promptly notify the DIP Administrative Agent in writing of the
creation or acquisition of any Foreign Subsidiary which is not incorporated
under the laws of and has its principal place of business in a Class I
Jurisdiction, Class II Jurisdiction, Class III Jurisdiction or
Class IV Jurisdiction.  The DIP Administrative Agent may, and if
requested by the Borrowers, shall undertake to review and evaluate the relevant
laws of the jurisdiction in which such Foreign Subsidiary is organized and has
its principal place of business relating to and governing the creation and
enforceability of any Intercompany Loan Document or Foreign Loan Document
required to be executed and delivered by such Foreign Subsidiary pursuant to
Section 7.11A (Additional
Collateral and Guaranties).  Upon completion of such review the
DIP Administrative Agent shall designate the jurisdiction as a Class I
Jurisdiction, Class II Jurisdiction, Class III Jurisdiction or
Class IV Jurisdiction.

       

      Section
7.15.A          Compliance
with Financial Covenants

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      The
Borrowers and Holdings shall, and shall cause each of their respective
Subsidiaries to, use commercially reasonable efforts to maintain compliance with
its financial covenants relating to the DIP Obligations.

       

      Section
7.16.A         Additional
Bankruptcy-related Covenants

       

      (a)           No
later than 40 days after the Interim Order Date, the CRO shall have
furnished to the DIP Administrative Agent and the DIP Lenders his or her
recommendation with respect to operating systems and internal controls of the
Obligors and their subsidiaries; and the Borrowers and Holdings shall, and shall
cause each of their respective Subsidiaries to diligently effect any such
recommendations that are satisfactory to the Requisite DIP Lenders in their sole
discretion.

       

      (b)           The
Borrowers and Holdings shall continue to retain the Borrowers’ Financial
Advisor; provided, that
if the engagement of the Borrowers’ Financial Advisor has been terminated, the
Borrowers and Holdings (i) on or before the fifteenth (15th) day
following such termination, the Debtors shall file and (ii) as soon as
reasonably practicable following the Petition Date on due and proper notice, the
Bankruptcy Court shall have approved a motion seeking the approval of a
replacement Borrowers’ Financial Advisor satisfactory to the Requisite DIP
Lenders.

       

      (c)           (i)
On or before the fifteenth (15th) day
following the Petition Date, the Debtors shall file and (ii) on as soon as
reasonably practicable following the Petition Date on due and proper notice, the
Bankruptcy Court shall have approved a motion seeking the approval of the
retention and employment of a CRO; provided, that, the CRO and
the scope of such CRO’s duties shall be acceptable to the Requisite DIP Lenders;
provided
further, that, in the event the CRO’s engagement has been terminated, the
Borrowers shall have twenty (20) days to have approved by the Bankruptcy
Court a replacement chief restructuring officer satisfactory to the Requisite
DIP Lenders.

       

      (d)           The
Borrowers and Holdings shall use commercially reasonable efforts to have the New
Money DIP Term Loans rated by Moody’s and S&P.

       

      (e)           Each
of the Borrowers and Holdings shall use its commercially reasonable efforts to
obtain the approval of the Bankruptcy Court of, and to satisfy the conditions
precedent provided in, this Agreement and the other DIP Loan
Documents.

       

      (f)           Within
ten (10) Business Days of the DIP Effective Date, the Borrowers shall complete,
in form and substance satisfactory to the Requisite DIP Lenders in their sole
discretion, each of the Schedules and Exhibits that are not complete as of the
DIP Effective Date.

       

      (g)           The
Debtors shall, and shall ensure that each of their Subsidiaries shall, promptly
take all commercially reasonable actions to ensure that the Orders and the
transactions contemplated by the Orders and the DIP Loan Documents are
consummated and remain in full force and effect in their entirety at all times,
including, without limitation, promptly take all commercially reasonable actions
requested by the DIP Administrative Agent with respect to the grant of perfected
Liens over the Collateral for the benefit of the Secured DIP Parties,
including:

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      (i)           execution
and delivery of a DIP Foreign Guaranty by each DIP Foreign Subsidiary
Guarantor;

       

      (ii)           execution
and delivery of all Foreign DIP Loan Documents required for the perfection of
mortgages on the real property of the Foreign Subsidiary Guarantors in favor of
the DIP Administrative Agent securing the DIP Foreign Guaranty, in form and
substance satisfactory to the Requisite DIP Lenders in their sole
discretion;

       

      (iii)           execution
and delivery of all amendments to Loan Documents that are in existence on the
DIP Effective Date requested by the DIP Administrative Agent in its sole
discretion to reflect the addition of the DIP Facilities to this Agreement, and
the amendment and restatement of this Agreement or any other Loan Document, in
form and substance satisfactory to the Requisite DIP Lenders in their sole
discretion;

       

      (iv)           execution
and delivery of all additional Intercompany Loan Documents, required to reflect
the transactions contemplated herein and the perfection of Liens the
Intercompany Collateral securing the Intercompany Obligations for the benefit of
the Intercompany Lenders (which security interests shall be subordinate to any
Liens on the Intercompany Collateral of the Secured DIP Parties), in form and
substance satisfactory to the Requisite DIP Lenders in their sole discretion;
and

       

      (v)           execution
and delivery of all additional DIP Loan Documents required to reflect the
transactions contemplated herein and the perfection of Liens (which, to the
extent possible, shall be first priority Liens) on the Collateral securing the
DIP Obligations for the benefit of the Secured DIP Parties, in form and
substance satisfactory to the Requisite DIP Lenders in their sole
discretion,

       

      provided, however, in each
case such documents shall not be required if such document would contravene the
Agreed Security Principles (and whether a document would contravene the Agreed
Security Principles shall be determined by the Requisite DIP Lenders in their
sole discretion).

       

      (h)           Other
than the Carve-Out, the Borrowers and Holdings hereby do, and shall cause all of
their respective Subsidiaries to, waive any right, pursuant to sections 364
of the Bankruptcy Code or otherwise, to grant any Lien (including any Lien
securing the Prepetition Obligations) of equal or greater priority than the
Liens securing the DIP Obligations, or to approve or grant a claim (including
any claim in respect of the Prepetition Obligations) of equal or superior
priority than the DIP Obligations.

       

      (i)           On
each Subsequent Petition Date, the Borrowers and Holdings shall cause each
applicable Subsequent Debtor to execute and deliver to the DIP Administrative
Agent a DIP Subsidiary Consent.

       

      Section
7.17.A         Sale
Process

       

      (a)           On
or before the tenth (10th) day
following the Petition Date, Borrowers and Holdings shall ensure that Borrowers’
Financial Advisor (A) shall provide a milestone schedule satisfactory to
the Requisite DIP Lenders regarding the efforts of the Obligors to 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      effectuate
a sale or all of substantially all of the assets of the Obligors under
Chapter 11 of the Bankruptcy Code, whether pursuant to one or more sale(s)
under Section 363 of the Bankruptcy Code, a plan of reorganization,
liquidation or any other change in control transaction (whether pursuant to the
jurisdiction of the Bankruptcy Court or otherwise), in each case satisfactory to
the Requisite DIP Lenders (collectively, “Sale Transactions”) and
(B) shall, if requested, provide weekly updates to the DIP Lenders and
their advisors regarding the progress of the Debtors towards meeting the sale
transaction milestones and facilitating a Sale Transaction.

       

      (b)           Holdings
shall simultaneously pursue both the transactions contemplated by the Plan Term
Sheet and the Sales Transactions which shall include the active marketing of the
assets of the Obligors and other subsidiaries of Holdings (“Sale Assets”) by the
Borrower’s Financial Advisor to such potential financial and strategic
purchasers as are agreed upon by the Requisite DIP Lenders and the Borrower’s
Financial Advisor.  The Obligors will provide Borrower’s Financial
Advisor and the Requisite DIP Lenders with complete access to information
regarding the status of both the Plan and the Sales Transactions.  The
Debtors shall file all documents related to the transactions contemplated by the
Plan Term Sheet, including one or more chapter 11 plans and related disclosure
statement in accordance with this Agreement and the Plan Term Sheet, which in
each case shall be acceptable to the Requisite DIP Lenders in their sole
discretion.

       

      (c)           No
later than two (2) Business Days prior to the Disclosure Statement Hearing, the
DIP Administrative Agent (at the direction of the Requisite DIP Lenders) shall
notify the Debtors whether the Requisite DIP Lenders have elected, in their sole
discretion, that the Debtors pursue the transactions contemplated by the Plan
Term Sheet or the Sales Transactions.  If the Requisite DIP Lenders
elect the transactions contemplated by the Plan Term Sheet, the Debtors shall
immediately suspend all efforts concerning the Sale Process and proceed solely
with the transactions contemplated by the Plan Term Sheet, unless the Debtors,
in exercise of their fiduciary duties (as advised by their legal advisor and the
Borrowers’ Financial Advisor) determine that proceeding with the Sales
Transactions maximizes the value of the Debtors’ estates (such exercise, a
“Sales Transactions Fiduciary
Event”).   If the Requisite DIP Lenders elect the Sales
Transactions, the Debtors shall immediately suspend all efforts concerning
transactions contemplated by the Plan Term Sheet (and withdraw any pleadings or
documents filed with the Bankruptcy Court or any Governmental Authority in
connection therewith), and proceed solely with the Sales Transactions, unless
the Debtors, in exercise of their fiduciary duties (as advised by their legal
advisor and the Borrowers’ Financial Advisor) determine that proceeding with the
transactions contemplated by the Plan Term Sheet maximizes the value of the
Debtors’ estates (such exercise, a “Plan Term Sheet Fiduciary
Event”).  For avoidance of doubt, in connection with the Sales
Transaction, the Requisite DIP Lenders and/or DIP Lenders may “credit bid” their
claims hereunder to serve as a “stalking horse bid” and the Pre-Petition
Lenders, in conjunction (if allowed by the Requisite DIP Lenders) with the DIP
Lenders, may “credit bid” their claims under the Prepetition Facility for some
or all of the assets of one or more of the Obligors and serve together as a
“stalking horse bidder” for such assets.

       

      (d)           Notwithstanding
the foregoing, prior to entering into a definitive agreement for a Sales
Transaction as contemplated in Section 7.17A(c), for all or
substantially all of Sale Assets on a going concern basis (“Sales Offer”), Debtors must
first offer each of the Consenting Lenders 10 (ten) Business Days prior notice
of the terms and conditions for such 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      Sales
Offer before entering into a binding commitment to consummate the Sales
Transaction.  The Debtors must accept, subject to a Sales Transaction
Fiduciary Event, a competing proposal from one of more Consenting Lenders,
during such 10 (ten) Business Day period, which is in excess of the Sales Offer
on terms and conditions substantially similar to the Sales Offer other than 90%
of the consideration for any such Sales Transaction shall be payable in cash
(without “credit bids” by any of the Consenting Lenders for any portion of the
purchase price).

       

      (e)           If
Sale Transaction is pursued pursuant to clause (c) above, (i) the
13-Week Budget shall be modified by the CRO to account for the Sale Process and
(ii) with respect to the Obligors, any incurrence of Indebtedness, extensions of
intercompany loans, incurrence of Liens, Investments, prepayments of
Indebtedness and making of Restricted Payments shall be subject to review and
approval by the CRO.

       

      ARTICLE
VIII


       

      Negative Covenants with respect to the Prepetition
Facilities

       

      Each
of the Borrowers and Holdings agrees with the Prepetition Lenders and the
Prepetition Administrative Agent to each of the following, as long as any
Prepetition Obligation or any Prepetition Commitment remains outstanding and, in
each case, unless the Requisite Lenders otherwise consent in
writing:

       

      Section
8.1              Indebtedness

       

      Neither
Holdings nor the U.S. Borrower shall, nor shall they permit any of their
respective Subsidiaries to, directly or indirectly create, incur, assume or
otherwise become or remain directly or indirectly liable with respect to any
Indebtedness except for the following:

       

      (a)           the
Secured Obligations;

       

      (b)           Indebtedness
existing on the Effective Date and disclosed on Schedule 8.1 (Existing
Indebtedness);

       

      (c)           Guaranty
Obligations incurred by the Borrowers, any Guarantor or any Foreign Subsidiary;
provided, however, that
all such Guaranty Obligations incurred by the Borrowers or any Guarantor shall
be with respect to Indebtedness of the Borrowers or any Guarantor that is
permitted by this Section
8.1; and provided,
further, that the aggregate outstanding amount of all such Guaranty
Obligations incurred by the Foreign Subsidiaries, with respect to Foreign
Receivables Purchase Programs, shall not exceed $15,000,000;

       

      (d)           Capital
Lease Obligations, purchase money Indebtedness and Indebtedness arising under
synthetic leases incurred by the Borrowers or a Subsidiary Guarantor to finance
the acquisition of fixed assets; provided, however, that the Capital
Expenditure related thereto is otherwise permitted by Section 5.1(c)(Financial
Covenants) and that the aggregate outstanding principal amount of all
such Capital Lease Obligations and purchase money Indebtedness and the present
value of all future rental payments under all such synthetic leases shall not
exceed $50,000,000 at any time;

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      (e)           Renewals,
extensions, refinancings and refundings of Indebtedness permitted by clause (d) above, this clause (e) or clause (l) below; provided, however, that any such
renewal, extension, refinancing or refunding is in an aggregate principal amount
not greater than the principal amount of, and is on terms (subject to market
rates) no less favorable to the Borrowers, such Subsidiary, the Prepetition
Administrative Agent, the Prepetition Lenders or the Issuers, including as to
weighted average maturity as reasonably determined by the Prepetition
Administrative Agent, than the Indebtedness being renewed, extended, refinanced
or refunded;

       

      (f)           Indebtedness
arising from intercompany loans (i) from any Borrower to any Subsidiary
Guarantor, (ii) from any Subsidiary Guarantor to any Borrower or any other
Subsidiary Guarantor, (iii) from the Luxembourg Borrower to the U.S.
Borrower in an amount not to exceed $100,000,000, (iv) principal amount of
preferred equity certificates issued by Lux Subsidiary and held by the
Luxembourg Borrower on the Effective Date (if any) (v) from the U.S.
Borrower to the Luxembourg Borrower in an amount not to exceed $500,000,000 and
(vi) other intercompany Indebtedness among the U.S. Borrower or any
Subsidiary of Holdings described on Exhibit K (2007 Corporate
Restructuring);

       

      (g)           Indebtedness
arising from intercompany loans (including Guaranty Obligations incurred by any
Foreign Subsidiary of any Borrower with respect thereto under the Intercompany
Guaranties); provided,
however, that such intercompany loans are permitted (i) under Section 8.3(e) or Section 8.3(f)
(Investments) and (ii) other intercompany Indebtedness incurred by
any Foreign Subsidiary described on Exhibit K (2007 Corporate
Restructuring);

       

      (h)           Indebtedness
arising under any performance or surety bond entered into in the ordinary course
of business;

       

      (i)           Indebtedness
arising under the Senior Notes in an original principal amount not exceeding
€130,000,000;

       

      (j)           Indebtedness
(other than the Guaranty Obligations and reimbursement obligations permitted
under clause (k)
below) of any Foreign Subsidiary owed to a Person other than an Affiliate of
such Foreign Subsidiary; provided, however, that the Dollar
Equivalent (as determined at the time of incurrence) of the aggregate
outstanding principal amount of all such Indebtedness (including any
Indebtedness permitted under clause (b) and clause (e) above) of all
such Foreign Subsidiaries shall not exceed at any time an amount equal to (i)
$40,000,000 plus
(ii) the lower of (x) $20,000,000 and (y) the difference between
$50,000,000 and the aggregate amount of Guaranty Obligations and reimbursement
obligations outstanding under clause (k) below at such
time; and

       

      (k)           Guaranty
Obligations in respect of trade payables of Foreign Subsidiaries that are not
Foreign Subsidiary Guarantors not constituting Indebtedness and reimbursement
obligations owed to issuers of credit insurance or bank guaranties covering such
trade payables; provided, however, that the Dollar
Equivalent of the aggregate outstanding principal amount of all such Guaranty
Obligations and reimbursement obligations shall not exceed at any time
$50,000,000;

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      (l)           subject
to Section 8.16 (No
Speculative Transactions), unsecured Indebtedness of any Borrower in
respect of Hedging Contracts;

       

      (m)           Indebtedness
(i) arising under any Securitization Program or Foreign Receivables
Purchase Program; provided, however, that the aggregate
outstanding amount of all such Indebtedness arising under any such
Securitization Program (not including any amount described in clause (iii) of this
Section 8.1(m))
shall not exceed $125,000,000 (regardless of the amount of accounts receivable
sold, securitized or collateralized thereunder), (ii) arising from
intercompany loans from any Borrower or any of its respective Subsidiaries that
sells Receivables Assets to a Securitization SPV and (iii) consisting of
renewals, extensions, refinancings, replacements and refundings of Indebtedness
permitted by this Section 8.1(m); provided, however, that any
such renewal, extension, refinancing, replacement or refunding is on market
terms and is in an aggregate outstanding principal amount not to exceed the
amount set forth in the preceding clause (i) of this Section 8.1(m);
or

       

      (n)           secured
or unsecured Indebtedness of the Borrowers or any Subsidiary Guarantor
(including, without limitation, any New Second Lien Notes) not otherwise
permitted under this Section 8.1; provided, however, that the aggregate
outstanding principal amount of all such Indebtedness shall not exceed
$100,000,000 at any time; provided, further, that the terms and
provisions of any intercreditor and subordination agreement to be entered into
between the Prepetition Administrative Agent and the agent for the lenders under
such Indebtedness shall be reasonably satisfactory to the Requisite
Lenders.

       

      Section
8.2              Liens,
Etc.

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any
of their respective properties or assets, whether now owned or hereafter
acquired, or assign, or permit any of its Subsidiaries to assign, any right to
receive income, except for the following:

       

      (a)           Liens
created pursuant to the Loan Documents or the Intercompany Loan
Documents;

       

      (b)           Liens
existing on the Effective Date and disclosed on Schedule 8.2 (Existing
Liens);

       

      (c)           Customary
Permitted Liens of Holdings, the Borrowers and their respective
Subsidiaries;

       

      (d)           purchase
money Liens granted by the Borrowers or any Subsidiary of the Borrowers
(including the interest of a lessor under a Capital Lease or synthetic lease and
purchase money Liens to which any property is subject at the time, on or after
the Effective Date, of the Borrowers’ or such Subsidiary’s acquisition thereof)
securing Indebtedness permitted under Section 8.1(d) (Indebtedness) and limited in
each case to the property purchased with the proceeds of such purchase money
Indebtedness or subject to such Capital Lease or synthetic lease;

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      (e)           any
Lien securing the renewal, extension, refinancing or refunding of any
Indebtedness secured by any Lien permitted by clause (b) or (d) above or this clause (e) without any
change in the assets subject to such Lien and to the extent such renewal,
extension, refinancing or refunding is permitted by Section 8.1
(Indebtedness);

       

      (f)           Liens
in favor of lessors securing operating leases permitted hereunder; 

       

      (g)           Liens
securing any Indebtedness permitted by Section 8.1(k)
(Indebtedness) and, to the extent not guaranteed as permitted by
Section 8.1(k), Liens created on the assets of a Foreign Subsidiary to
secure any trade payables not constituting Indebtedness of such Subsidiary;
provided, however, the aggregate
outstanding amount of all such Indebtedness secured pursuant to this
clause (g) shall not exceed $50,000,000;

       

      (h)           Liens
not otherwise permitted by the foregoing clauses of this Section 8.2 securing
obligations or other liabilities (other than Indebtedness) of any Loan Party;
provided, however, that the aggregate
outstanding amount of all such obligations and liabilities shall not exceed
$10,000,000 at any time;

       

      (i)           Liens
arising pursuant to, or assignments in connection with, any Securitization
Program or Foreign Receivables Purchase Program solely with respect to
Receivables Assets securitized or sold, as the case may be, thereunder;
and

       

      (j)           Liens
incurred by Holdings, any Borrower or any of its respective Subsidiaries
securing any Indebtedness permitted by Section 8.1(n) (Indebtedness);
provided, however, that such Lien in respect of such Collateral,
regardless of how acquired, whether by grant, statute, operation of law,
subrogation or otherwise, shall be and shall remain junior and subordinate in
all respects to any Lien created by such, as applicable, pursuant to the Loan
Documents and the Intercompany Loan Documents.

       

      Section
8.3              Investments

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, directly or indirectly make or maintain any Investment except
for the following:

       

      (a)           Investments
existing on the Effective Date and disclosed on Schedule 8.3(a) (Existing
Investments);

       

      (b)           (i) Investments
in cash and Cash Equivalents held in a Deposit Account or a Control Account with
respect to which the Prepetition Administrative Agent for the benefit of the
Secured Parties has a first priority perfected Lien (ii) Investments in
cash and Cash Equivalents held in a Deposit Account or Control Account in the
name of U.S. LLC at Citibank, N.A. or another financial institution selected or
approved by the Administrative Agent with respect to which Dutch FinCo has a
first priority perfected Lien, (iii) Investments in cash and Cash
Equivalents held in a Deposit Account or Control Account in the name of the
Luxembourg Borrower at Citibank, N.A. or another financial institutions selected
or approved by the Prepetition Administrative Agent with respect to which the
Prepetition Administrative Agent has 

       

      
        
          
          

        

        
          182

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      a
first priority perfected lien, and (iv) Investments in cash and Cash
Equivalents by Classified Foreign Subsidiaries in an amount not to exceed
$30,000,000 at any time;

       

      (c)           Investments
in accounts, payment intangibles and chattel paper (each as defined in the UCC),
notes receivable and similar items arising or acquired in the ordinary course of
business consistent with the past practice of the U.S. Borrower and its
Subsidiaries;

       

      (d)           Investments
received in settlement of amounts due to the U.S. Borrower or any Subsidiary of
the U.S. Borrower effected in the ordinary course of business;

       

      (e)           Investments
by (i) Holdings in the Parent, the Parent in the U.S. Borrower, the U.S.
Borrower in the Luxembourg Borrower, the Luxembourg Borrower in the U.S.
Borrower, any Borrower in any Subsidiary Guarantor or by any Subsidiary
Guarantor in any Borrower or any other Subsidiary Guarantor, (ii) a
Subsidiary of any Borrower that is not a Subsidiary Guarantor in any Borrower or
any Subsidiary Guarantor or any other Subsidiary of Holdings or (iii) any
Loan Party in a Subsidiary of Holdings pursuant to the 2007 Corporate
Restructuring;

       

      (f)           (i) until
the Triggering Date, Intercompany Loans from the Luxembourg Borrower to Spanish
Holdings; provided, however, that (A) such
Intercompany Loans shall be evidenced by one or more Intercompany Notes,
(B) Spanish Holdings shall have satisfied each of the conditions precedent
set forth on Schedule 8.3(f),
(C) the aggregate outstanding amount of all Investments permitted pursuant
to this clause (i)
shall not exceed $150,000,000 at any time and (D) 100% of the proceeds of such
Investments shall be used solely for Investments permitted in clauses (ii) and (iii) below;

       

      (i)           until
the Triggering Date, capital contributions by Spanish Holdings to U.S. LLC;
provided, however, that (A) U.S.
LLC shall have satisfied each of the conditions precedent set forth on Schedule 8.3(f),
(B) the aggregate outstanding amount of all Investments permitted pursuant
to this clause (ii) shall not
exceed at any time $350,000,000 less the outstanding amount
of any Intercompany Note permitted by clause (iv) below and
(C) 100% of the proceeds of such Investments shall be used solely for
Investments permitted in clause (iii) below;

       

      (ii)           Intercompany
Loans from Spanish Holdings to any of its direct or indirect Subsidiaries
incorporated under the laws of and having its principal place of business in
Spain; provided,
however, that (A) such Intercompany Loans shall be evidenced by one
or more Intercompany Notes, (B) such Subsidiary shall have satisfied each
of the conditions precedent set forth on Schedule 8.3(f), and
(C) the aggregate outstanding amount of all Investments permitted into
under this clause (iii) will not
exceed $60,000,000 at any time;

       

      (iii)           Intercompany
Loans to any other Foreign Subsidiaries, provided, however, that (A) such
Intercompany Loans shall be evidenced by one or more Intercompany Notes,
(B) such Subsidiary shall have satisfied each of the conditions precedent
set forth on Schedule 8.3(f) and
(C) the aggregate outstanding amount of all Investments permitted pursuant
to this
clause (iv) made to all Foreign Subsidiaries shall 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      not
exceed at any time $350,000,000 minus the outstanding amount
of Investments permitted by clause (iii) above;
provided, however, that the aggregate
outstanding amount permitted under this subclause (C) shall be
not exceed $50,000,000 at any time upon and after the Triggering Date;
and

       

      (iv)           intercompany
loans made to Class IV Foreign Subsidiaries; provided, however, that the aggregate
outstanding amount permitted under this clause (v) shall not
exceed $20,000,000 at any time;

       

      (g)           loans
or advances to employees of any Borrower or to employees of any of its
Subsidiaries in the ordinary course of business consistent with past practice;
provided, however, that the aggregate
principal amount of all such loans and advances shall not exceed $1,000,000 at
any time;

       

      (h)           Investments
constituting Guaranty Obligations permitted by Section 8.1
(Indebtedness);

       

      (i)           [reserved];

       

      (j)           Investments
in promissory notes received as partial consideration for Asset Sales permitted
under Section 8.4(g)
(Sale of Assets);

       

      (k)           Investments
in the Captive Insurance Subsidiary;

       

      (l)           contributions
or transfers of assets by any Loan Party to any Foreign Subsidiary; provided, however, that the book value
of such assets shall not exceed $20,000,000 in the aggregate;

       

      (m)           Investments
in additional Stock of Jantas Jant Sanayi ve Ticaret A.S.; provided, however, that the aggregate
amount of all such Investments shall not exceed $15,000,000;

       

      (n)           Investments
by any Borrower and any of its respective Subsidiaries in a Securitization SPV
pursuant to a permitted Securitization Program consisting of Receivables Assets,
intercompany loans permitted under Section 8.1(m) and cash
solely to the extent such cash Investment is permitted by clause (o) below;
and

       

      (o)           Investments
not otherwise permitted hereby; provided, however, that the aggregate
amount of all such Investments shall not exceed $50,000,000.

       

      Except
with respect to Intercompany Indebtedness under clause (f) above
existing as of the Effective Date, the amount of any Investment shall be the
original cost of such Investment plus the cost of all
additions thereto, in each case arising after the Effective Date, without any
adjustments for increases or decreases in value, or write-ups, write-downs or
write-offs with respect to such Investment less any reductions by way of
cash repayments of principal or cash returns of capital (at the time of such
repayment or return).

       

      Section
8.4              Sale
of Assets

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, sell, convey, transfer, lease or otherwise dispose of, any of
their respective assets or any interest therein (including the sale or factoring
at maturity or collection of any account and a sale/leaseback described in Section 8.15
(Sale/Leasebacks) to any Person, or permit or suffer any other Person to
acquire any interest in any of their respective assets or, in the case of any
Subsidiary, issue or sell any shares of such Subsidiary’s Stock or Stock
Equivalent (any such disposition, not including any Tax Planning Transactions,
being an “Asset Sale”),
except for the following:

       

      (a)           the
sale or disposition of inventory in the ordinary course of
business;

       

      (b)           the
sale or disposition of any asset with a Fair Market Value of less than $500,000;
provided, however, that the aggregate
Fair Market Value of all such assets disposed of in any Fiscal Year shall not
exceed $3,000,000;

       

      (c)           the
sale or disposition of equipment that has become damaged, obsolete or is
replaced in the ordinary course of business; provided, however, that the aggregate
Fair Market Value of all such equipment disposed of in any Fiscal Year shall not
exceed $2,000,000;

       

      (d)           the
sale or disposition of equipment that has become damaged, obsolete or is
replaced in the ordinary course of business not permitted under clause (c) above; provided, however, that (i) 80% of the
consideration for any such Asset Sale shall be payable in cash upon such sale
and (ii) all Net Cash Proceeds of such Asset Sale are applied as set forth
in, and to the extent required by, Section 2.10 (Mandatory
Prepayments);

       

      (e)           the
lease, license, occupancy or sublease of real property or equipment not
constituting a sale and leaseback, to the extent not otherwise prohibited by
this Agreement and sales and leasebacks permitted by Section 8.15
(Sale/Leasebacks);

       

      (f)           assignments
and licenses of intellectual property of the any Borrower and its Subsidiaries
in the ordinary course of business;

       

      (g)           any
Asset Sale to any Borrower or any Subsidiary Guarantor;

       

      (h)           Asset
Sales by a Foreign Subsidiary to another Foreign Subsidiary for consideration
equal to the Fair Market Value of the assets sold; provided, however, that (i) Asset
Sales by a Foreign Subsidiary Guarantor to a non-Foreign Subsidiary Guarantor
shall be for cash consideration equal to the Fair Market Value of the assets
sold and (ii) any such Asset Sale by a Foreign Subsidiary Guarantor to a
non-Foreign Subsidiary Guarantor shall be subject to the reasonable consent of
the Administrative Agent;

       

      (i)           sales,
leases, subleases, transfer or conveyance of Receivables Assets (or interests
therein) pursuant to a Securitization Program or Foreign Receivables Purchase
Program to the extent permitted under Section 8.1(m)
(Indebtedness);

       

      (j)           as
long as no Default or Event of Default is continuing or would result therefrom,
any other Asset Sale for Fair Market Value; provided, however, that (i) 90% of the
consideration for any such Asset Sale shall be payable in cash upon such sale
and (ii) the 

       

      
        
          
          

        

        
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      aggregate
consideration received during any Fiscal Year for all such Asset Sales, together
with the Asset Sales permitted under clause (b) above, shall
not exceed $25,000,000 and (iii) all Net Cash Proceeds of such Asset Sale
are applied as set forth in, and to the extent required by, Section 2.10 (Mandatory
Prepayments); and

       

      (k)           as
long as no Default or Event of Default is continuing or would result therefrom,
any Asset Sale of the Non-Wheel Businesses for Fair Market Value; provided, however, that (i) 90% of the
consideration for any such Asset Sale shall be payable in cash upon such sale,
(ii) the aggregate consideration received for all such Asset Sales shall
not exceed $100,000,000, and (iii) all Net Cash Proceeds of such Asset Sale
are applied as set forth in, and to the extent required by Section 2.10 (Mandatory
Prepayments).

       

      Section
8.5              Restricted
Payments

       

      Neither
Holdings nor the U.S. Borrower shall nor shall the U.S. Borrower permit any of
its Subsidiaries to, directly or indirectly, declare, order, pay, make or set
apart any sum for any Restricted Payment except for the following:

       

      (a)           Restricted
Payments by any Subsidiary of the U.S. Borrower to the U.S. Borrower or any
other Subsidiary of the U.S. Borrower (or, where any Subsidiary is a joint
venture with another Person, Restricted Payments by such Subsidiary to another
Subsidiary and such other Person in accordance with their respective equity
interests in such joint venture Subsidiary);

       

      (b)           dividends
and distributions declared and paid on the common Stock of the U.S. Borrower and
payable only in common Stock of the U.S. Borrower;

       

      (c)           dividends
and distributions declared and paid on the Series A Preferred Stock of the U.S.
Borrower and payable only in Series A Preferred Stock of the U.S. Borrower if
permitted by the Certificate of Designation for such Stock in effect on the
Effective Date;

       

      (d)           cash
dividends on (x) the Stock of the U.S. Borrower to the Parent or
(y) the Stock of the Parent to Holdings, paid and declared in any Fiscal
Year solely for the purpose of funding the following:

       

      (i)           ordinary
and reasonable operating expenses of the Parent or Holdings not in excess of
$3,000,000 in the aggregate in any Fiscal Year; and

       

      (ii)           payments
by Holdings in respect of foreign, federal, state or local taxes owing by
Holdings in respect of the U.S. Borrower and its Subsidiaries, but not greater
than the amount that would be payable by the U.S. Borrower, on a consolidated
basis, if the U.S. Borrower were the taxpayer;

       

      provided, however, that the Restricted
Payments described in this clause (d) shall not be
permitted if (A) an Event of Default or Default shall have occurred and be
continuing at the date of declaration or payment thereof or would result
therefrom or (B) such Restricted Payment is prohibited under the terms of
any Indebtedness (other than the Prepetition Obligations) of the U.S. Borrower
or any of its Subsidiaries.

       

      
        
          
          

        

        
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      Section
8.6              Prepayment
and Cancellation of Indebtedness

       

      (a)           Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, cancel any claim or Indebtedness owed to any of them except in
the ordinary course of business consistent with past practice.

       

      (b)           Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to prepay, redeem, purchase, defease or otherwise satisfy
prior to the scheduled maturity thereof in any manner, or make any payment in
violation of any subordination terms of, any Indebtedness; provided, however, that the Borrowers
and their respective Subsidiaries may (i) prepay the Prepetition
Obligations in accordance with the terms of this Agreement, provided, that neither
Borrower shall deliver any notice of prepayment of an Revolving Loans, or prepay
any Revolving Loans, in accordance with Section 2.9(a) (Optional
Prepayments) unless (A) EBITDA for the twelve full calendar months
preceding the date of the notice of such prepayment (and the date of the
prepayment) exceeds $200,000,000 and (B) such notice of prepayment is
accompanied by a certificate of Responsible Officer of the U.S. Borrower showing
in reasonable detail the calculations in determining EBITDA on such dates,
(ii) make regularly scheduled or otherwise required repayments or
redemptions of Indebtedness permitted pursuant to Section 8.1(b),
(iii) prepay any Indebtedness payable to any Borrower by any of its
Subsidiaries, (iv) prepay any Intercompany Obligations and any other
intercompany Indebtedness, (v) renew, extend, refinance and refund
Indebtedness, so long as such renewal, extension, refinancing or refunding is
permitted under Section 8.1(e)
(Indebtedness), (vi) make payments in connection with the
termination of Hedging Contracts in the ordinary course of business,
(vii) prepay Indebtedness secured by an asset upon its sale in compliance
with Section 8.4 (Sale of
Assets), (viii) prepay Indebtedness of Foreign Subsidiaries (other
than the Senior Notes or the New Second Lien Notes), (ix) prepay, redeem or
purchase up to €45,500,000 of the Senior Notes from the Net Cash Proceeds of an
Equity Issuance, (x) solely from proceeds of Receivables Assets, prepay any
Indebtedness incurred pursuant to a Securitization Program or Foreign
Receivables Purchase Program in the ordinary course or upon the acceleration of
such Indebtedness, (xi) solely in connection with a permitted renewal,
extension, refinancing, replacement or refunding permitted by Section 8.1(m),
otherwise prepay any Indebtedness incurred pursuant to a Securitization Program
or Foreign Receivables Purchase Program with the proceeds from such renewal,
extension, refinancing, replacement or refunding, (xii) convert any Senior
Notes to common Stock of Holdings, and (xiii) exchange all or a portion of
the Senior Notes for new notes or loans (the “New Second Lien Notes”),
provided, however, that (1) the
aggregate principal amount of New Second Lien Notes shall not exceed the
aggregate principal amount of the Senior Notes, (2) the maturity date of
any New Second Lien Notes shall not be earlier than the maturity date of the
Senior Notes, (3) any Liens securing the New Second Lien Notes shall be
permitted under Section 8.2(j),
(4) any such transaction or series of transactions pursuant to this
clause (xiii) shall not increase the Cash Interest Expense of Holdings, and
(5) the other terms and provisions of the New Second Lien Notes shall be
reasonably satisfactory to the Prepetition Administrative Agent.

       

      (c)           Notwithstanding
anything in this Section 8.6 to the
contrary, any Securitization Program or Foreign Receivables Purchase Program may
be terminated or reduced in accordance with its terms by Holdings, the U.S.
Borrower or any of their respective Subsidiaries.

       

      
        
          
          

        

        
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      Section
8.7              Restriction
on Fundamental Changes; Permitted Acquisitions

       

      (a)           Except
in connection with the 2007 Corporate Restructuring or a Permitted Acquisition,
neither Holdings nor the Borrowers shall, nor shall they permit any of their
respective Domestic Subsidiaries to, (i) merge with any Person,
(ii) consolidate with any Person, (iii) acquire all or substantially
all of the Stock or Stock Equivalents of any Person, (iv) acquire all or
substantially all of the assets of any Person or all or substantially all of the
assets constituting the business of a division, branch or other unit operation
of any Person, (v) enter into any joint venture or partnership with any
Person or (vi) acquire or create any Subsidiary unless, in case of subclause (vi), after
giving effect to such acquisition or creation, such Subsidiary is a Wholly-Owned
Subsidiary of such Borrower, such Borrower is in compliance with Section 7.11 (Additional Collateral
and Guaranties) and the Investment in such Subsidiary is permitted under
Section 8.3 (Investments).  Notwithstanding
the foregoing, the restrictions in clauses (i) –
(v) above shall not apply to transactions between or among
(x) any Borrower and a Wholly-Owned Subsidiary of such Borrower and
(y) one Wholly-Owned Subsidiary of any Borrower with another Wholly-Owned
Subsidiary of such Borrower; provided, however, that such
Borrower or such Wholly-Owned Subsidiary is in compliance with Section 7.11 (Additional Collateral and
Guaranties) and the Investment is permitted under Section 8.3 (Investments).

       

      (b)           Except
in connection with the 2007 Corporate Restructuring or a Permitted Acquisition,
neither Holdings nor the U.S. Borrower shall, nor shall they permit any of their
respective Foreign Subsidiaries to, (i) merge with any Person,
(ii) consolidate with any Person, (iii) acquire all or substantially
all of the Stock or Stock Equivalents of any Person, (iv) acquire all or
substantially all of the assets of any Person or all or substantially all of the
assets constituting the business of a division, branch or other unit operation
of any Person, (v) enter into any joint venture or partnership with any
Person or (vi) acquire or create any Subsidiary unless, in case of subclause (vi), after
giving effect to such creation or acquisition, such Subsidiary is a Wholly-Owned
Subsidiary of the Luxembourg Borrower, the Luxembourg Borrower is in compliance
with Section 7.11 (Additional
Collateral and Guaranties) and the Investment in such Subsidiary is
permitted under Section 8.3 (Investments);
provided, however, with the prior written consent of the Prepetition
Administrative Agent (not to be unreasonably withheld) any such Foreign
Subsidiary may merge or consolidate with, acquire all or substantially all of
the Stock or Stock Equivalents or assets of, another Foreign Subsidiary of the
U.S. Borrower.

       

      Section
8.8              Change
in Nature of Business

       

      (a)           The
Borrowers shall not, and shall not permit any of their respective Subsidiaries
to, make any material change in the nature or conduct of its business as carried
on at the Effective Date, whether in connection with a Permitted Acquisition or
otherwise; provided,
however, that the
Borrowers and their respective Subsidiaries may engage in a Related
Business.

       

      (b)           Holdings
and the Parent shall not engage in any business or activity other than
(i) holding shares in the Stock of the Parent and the U.S. Borrower,
respectively, (ii) paying taxes and ordinary operating expenses permitted
under Section 8.5(d)(i)
and (ii),
(iii) preparing reports to Governmental Authorities and to its
shareholders, (iv) holding directors and 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      shareholders
meetings and (v) preparing corporate records and other corporate activities
required to maintain its separate corporate structure and (vi) entering
into contracts or similar agreements for the benefit of and relating to the
business of any of its respective Subsidiaries.

       

      (c)           Until
the Triggering Date or as otherwise permitted under this Agreement, Delaware
LuxCo, Lux Subsidiary, Dutch FinCo, Spanish Holdings, the U.S. LLC, HLI
Netherlands Holdings, Inc. and Luxembourg Borrower shall not engage in any
business or activity other than (i) (A) in the case of Lux Subsidiary,
holding shares in the Stock of Spanish Holdings and the U.S. LLC, (B) in
the case of Spanish Holdings, holding shares in the Stock of its Foreign
Subsidiaries and the U.S. LLC (C) in the case of Delaware LuxCo, holding
shares in the Stock of the Luxembourg Borrower and (D) in the case of HLI
Netherlands Holdings, Inc., holding shares in the Stock of CMI – Europe
Netherlands Holdings, B.V. and Hayes Lemmerz Immobilien GmbH & Co. KG
Partnership, (ii) paying taxes, (iii) preparing reports to
Governmental Authorities and to its shareholders, (iv) holding directors
and shareholders meetings, (v) preparing corporate records and other
corporate activities required to maintain its separate corporate structure and
(vi) except in the case of HLI Netherlands Holdings, Inc., incurring
Indebtedness and making Investments as permitted in Section 8.3(f) and
performing their respective obligations and exercising their respective rights
under the applicable Intercompany Loan Documents.

       

      Section
8.9              Transactions
with Affiliates

       

      Holdings
shall not, and shall not permit any of its Subsidiaries to, except as otherwise
expressly permitted in this Agreement, do any of the following: (a) make
any Investment in an Affiliate of Holdings that is not a Subsidiary of Holdings,
(b) transfer, sell, lease, assign or otherwise dispose of any asset to any
Affiliate of Holdings that is not a Subsidiary of Holdings, (c) merge into
or consolidate with or purchase or acquire assets from any Affiliate of Holdings
that is not a Subsidiary of Holdings, (d) repay any Indebtedness to any
Affiliate of  Holdings that is not a Subsidiary of Holdings or
(e) enter into any other transaction directly or indirectly with or for the
benefit of any Affiliate of Holdings that is not a Guarantor (including
guaranties and assumptions of obligations of any such Affiliate), except for
(i) transactions in the ordinary course of business on a basis no less
favorable to Holdings or such Guarantor as would be obtained in a comparable
arm’s length transaction with a Person not an Affiliate and (ii) salaries
and other director or employee compensation to officers or directors of Holdings
or any of its Subsidiaries commensurate with current compensation levels; provided, however, that the
foregoing shall not prohibit transactions with any Securitization SPV in
connection with a Securitization Program, to the extent not prohibited by the
terms of this Agreement.

       

      Section
8.10            Limitations
on Restrictions on Subsidiary Distributions; No New Negative Pledge

       

      Except
pursuant to the Loan Documents, any agreements entered into in connection with a
permitted Securitization Program or Foreign Receivables Purchase Program, the
Indenture, any refinancing of the Senior Notes permitted hereunder, and any
agreements governing purchase money Indebtedness or Capital Lease Obligations
permitted by Section
8.1(b) or Section
8.1(d) (Indebtedness) (in which latter case, any prohibition or
limitation shall 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      only
be effective against the assets financed thereby), the Borrowers shall not, and
shall not permit any of their respective Subsidiaries to, (a) agree to
enter into or suffer to exist or become effective any consensual encumbrance or
restriction of any kind on the ability of such Subsidiary to pay dividends or
make any other distribution or transfer of funds or assets or make loans or
advances to or other Investments in, or pay any Indebtedness owed to, the U.S.
Borrower or any Subsidiary of the U.S. Borrower or (b) enter into or suffer
to exist or become effective any agreement prohibiting or limiting the ability
of the Borrowers or any of their respective Subsidiaries, except any as set
forth on Schedule 8.10, to
create, incur, assume or suffer to exist any Lien upon any of its property,
assets or revenues, whether now owned or hereafter acquired, including any
agreement requiring any other Indebtedness or Contractual Obligation to be
equally and ratably secured with the Prepetition Obligations or the Intercompany
Obligations.

       

      Section
8.11            Modification
of Constituent Documents

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, change its capital structure (including in the terms of its
outstanding Stock) or otherwise amend its Constituent Documents, except for
changes and amendments in connection with the 2007 Corporate Restructuring and
that do not materially affect the rights and privileges of Holdings, the U.S.
Borrower or any of their respective Subsidiaries and do not materially affect
the interests of the Prepetition Administrative Agent, the Prepetition Lenders
and the Issuers under the Prepetition Loan Documents or in the Collateral; provided, however, that, upon prior
written notice to the Administrative Agent, any of the Domestic Subsidiaries
shall be permitted to amend its Constituent Documents to convert such Domestic
Subsidiary from a corporation to a limited liability company.

       

      Section
8.12            Modification
of Related Documents

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, change or amend the terms of the Senior Notes or any Related
Document if the effect of such amendment is to (i) increase the interest
rate on the Senior Notes, (ii) change the dates upon which payments of
principal or interest are due on the Senior Notes other than to extend such
dates, (iii) change any default or event of default other than to delete or
make less restrictive any default provision therein, or add any covenant with
respect to the Senior Notes, (iv) change the redemption or prepayment
provisions of the Senior Notes other than to extend the dates therefor or to
reduce the premiums payable in connection therewith or (v) change or amend
any other term if such change or amendment would materially increase the
obligations of the obligor or confer additional material rights upon the holder
of the Senior Notes in a manner adverse to Holdings, the Borrowers, any of their
respective Subsidiaries, the Prepetition Administrative Agent, any Prepetition
Lender or any Issuer.

       

      Section
8.13             Accounting
Changes; Fiscal Year

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, (a) change its accounting treatment and reporting
practices or tax reporting treatment, except as required by GAAP or any
Requirement of Law and disclosed to the Lenders and the Prepetition
Administrative Agent or (b) from and after the Effective Date, change its
Fiscal Year unless such change is to a Fiscal Year ending on
January 31.

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      Section
8.14            Margin
Regulations

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, use all or any portion of the proceeds of any credit extended
hereunder to purchase or carry margin stock (within the meaning of
Regulation U of the Federal Reserve Board) in contravention of
Regulation T, U or X of the Federal Reserve Board.

       

      Section
8.15             Sale/Leasebacks

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, enter into any sale and leaseback transaction (except for any
transaction pursuant to which the lease is entered into no later than
90 days following the date of the sale of the assets subject to such lease)
if, after giving effect to such sale and leaseback transaction, the aggregate
Fair Market Value of all properties covered by sale and leaseback transactions
would exceed $30,000,000.

       

      Section
8.16             No
Speculative Transactions

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, engage in any speculative transaction or in any transaction
involving Hedging Contracts except as required for the sole purpose of hedging
in the normal course of business and consistent with industry
practices.

       

      Section
8.17             Compliance
with ERISA

       

      Neither
Holdings nor the U.S. Borrower shall cause or permit to occur, nor shall they
permit any of their respective Subsidiaries or ERISA Affiliates to cause or
permit to occur, (a) an event that could result in the imposition of a Lien
under Section 412 of the Code or Sections 302 or 4068 of ERISA or
(b) ERISA Events that would have a Material Adverse Effect in the
aggregate.

       

      ARTICLE
VIII.A


       

      Negative
Covenants with Respect to DIP Facilities

       

      With
respect to the DIP Facilities, each of the Borrowers and Holdings agrees with
the DIP Lenders and the DIP Administrative Agent to each of the following, as
long as any DIP Obligation or any DIP Commitment remains outstanding and, in
each case, unless the Requisite DIP Lenders otherwise consent in writing (which
consent may be given with respect to definitions or portions of definition used
in this Section
8.1.A):

       

      Section
8.1.A            Indebtedness

       

      Neither
Holdings nor the U.S. Borrower shall, nor shall they permit any of their
respective Subsidiaries to, directly or indirectly create, incur, assume or
otherwise become or remain directly or indirectly liable with respect to any
Indebtedness except for the following:

       

      (a)           the
Secured Obligations;

       

      
        
          
          

        

        
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      (b)           Indebtedness
existing on the DIP Effective Date and disclosed on (i) prior to the delivery of
Schedule 8.1A (Existing
Indebtedness – DIP Effective Date) pursuant to Section 7.16A(f), Schedule 8.1 (Existing Indebtedness)
and (ii) at all other times, Schedule 8.1A (Existing
Indebtedness – DIP Effective Date);

       

      (c)           Guaranty
Obligations incurred by the Borrowers, any Guarantor or any Foreign Subsidiary
with respect to the Borrowers or any Guarantor, Indebtedness of the Borrowers or
any Guarantor that is permitted by this Section 8.1A; provided, however, that the
aggregate outstanding amount of all such Guaranty Obligations incurred by the
Foreign Subsidiaries, with respect to Foreign Receivables Purchase Programs,
shall not exceed $10,000,000;

       

      (d)           Capital
Lease Obligations and purchase money Indebtedness incurred by the Borrowers or a
Subsidiary Guarantor to finance the acquisition of fixed assets; provided, however, that the Capital
Expenditure related thereto is otherwise permitted by Section 5.2(Financial
Covenants) and that the aggregate outstanding principal amount of all
such Capital Lease Obligations and purchase money Indebtedness shall not exceed
$15,000,000 at any time;

       

      (e)           Renewals,
extensions, refinancings, replacements and refundings of Indebtedness permitted
by clause (b) and (d) above, this clause (e) or clause (l) below; provided, however, that any such
renewal, extension, refinancing or refunding is in an aggregate principal amount
not greater than the principal amount of, and is on terms (subject to market
rates) no less favorable to the Borrowers, such Subsidiary, the DIP
Administrative Agent or the DIP Lenders, including as to weighted average
maturity as reasonably determined by the DIP Administrative Agent (at the
direction of the Requisite DIP Lenders), than the Indebtedness being renewed,
extended, refinanced or refunded;

       

      (f)           Indebtedness
arising from intercompany loans (i) from any Borrower to any Subsidiary
Guarantor, (ii) from any Subsidiary Guarantor to any Borrower or any other
Subsidiary Guarantor, (iii) from the Luxembourg Borrower to the U.S.
Borrower in an amount not to exceed $50,000,000, (iv) principal amount of
preferred equity certificates issued by Lux Subsidiary and held by the
Luxembourg Borrower on the Effective Date (if any) and (v) from the U.S.
Borrower to the Luxembourg Borrower that are existing on the DIP Effective Date
and disclosed pursuant to Section 8.1A(b) or otherwise
in an amount not to exceed $25,000,000; provided, that, each such
intercompany loan (A) shall comply with the principles set forth in Section 7.11A(f)(A) and the
DIP Intercompany Loan Limits, and (B) will be evidenced by an Intercompany Note,
in each case, to be secured pursuant to Section
7.16A(g);

       

      (g)           Indebtedness
arising from intercompany loans (including Guaranty Obligations incurred by any
Foreign Subsidiary of any Borrower with respect thereto under the Intercompany
Guaranties); provided,
however, that such intercompany loans are permitted (i) under Section 8.3A(e) or Section 8.3A(f)
(Investments); provided
further, that, each such intercompany loan (A) shall comply with the
principles set forth in Section 7.11A(f)(A) and the
DIP Intercompany Loan Limits, and (B) will be evidenced by an Intercompany Note,
in each case, to be secured pursuant to Section
7.16A(g);

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      (h)           Indebtedness
arising under any performance or surety bond entered into in the ordinary course
of business;

       

      (i)           Indebtedness
arising under the Senior Notes in an original principal amount not exceeding
€130,000,000;

       

      (j)           Indebtedness
(other than the Guaranty Obligations and reimbursement obligations permitted
under clause (k)
below) of any Foreign Subsidiary owed to a Person other than an Affiliate of
such Foreign Subsidiary; provided, however, that the Dollar
Equivalent (as determined at the time of incurrence) of the aggregate
outstanding principal amount of all such Indebtedness of all such Foreign
Subsidiaries shall not exceed at any time an amount equal to $10,000,000;
and

       

      (k)           Guaranty
Obligations in respect of trade payables of Foreign Subsidiaries that are not
Foreign Subsidiary Guarantors not constituting Indebtedness and reimbursement
obligations owed to issuers of credit insurance or bank guaranties covering such
trade payables; provided, however, that the Dollar
Equivalent of the aggregate outstanding principal amount of all such Guaranty
Obligations and reimbursement obligations shall not exceed at any time
$25,000,000;

       

      (l)           subject
to Section 8.16A (No
Speculative Transactions), unsecured Indebtedness in respect of Hedging
Contracts that are either (i) existing as of the DIP Effective Date and
disclosed on Schedule
8.1A(l) or (ii) commodity or currency Hedging Contracts entered into and
maintained after the DIP Effective Date in the ordinary course of
business;

       

      (m)           Indebtedness
(i) arising under any Securitization Program, Domestic Receivables Purchase
Program or Foreign Receivables Purchase Program; provided, however, that either (A) such
Securitization Program, Domestic Receivables Purchase Program or Foreign
Receivables Purchase Program shall be existing as of the DIP Effective Date and
disclosed on Schedule
8.1A(m) or (B) the aggregate outstanding amount of all such Indebtedness
arising under any such Securitization Program, Domestic Receivables Purchase
Program or Foreign Receivables Purchase Program entered into after the DIP
Effective Date shall not exceed $10,000,000 or such greater amount pursuant to
the consent of the Requisite DIP Lenders (regardless of the amount of accounts
receivable sold, securitized or collateralized thereunder), and
(ii) arising from intercompany loans from any Borrower or any of its
respective Subsidiaries that sells Receivables Assets to a Securitization SPV;
or

       

      (n)           secured
or unsecured Indebtedness of the Borrowers or any Subsidiary Guarantor not
otherwise permitted under this Section 8.1; provided, however, that the aggregate
outstanding principal amount of all such Indebtedness shall not exceed
$10,000,000 at any time; provided, further, that the terms and
provisions of any intercreditor and subordination agreement to be entered into
between the DIP Administrative Agent and the agent for the lenders under such
Indebtedness shall be reasonably satisfactory to the Requisite DIP
Lenders.

       

      Section
8.2.A            Liens,
Etc.

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any
of their 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      respective
properties or assets, whether now owned or hereafter acquired, or assign, or
permit any of its Subsidiaries to assign, any right to receive income, except
for the following:

       

      (a)           Liens
created pursuant to the DIP Loan Documents, the Prepetition Loan Documents
(except to the extent such Liens are released by the Orders or the DIP Loan
Documents or by the transactions contemplated hereby or thereby) or the
Intercompany Loan Documents;

       

      (b)           Liens
existing on the DIP Effective Date and disclosed on (i) prior to the delivery of
Schedule 8.2A (Existing Liens
– DIP Effective Date) pursuant to Section 7.16A(f), Schedule 8.2 (Existing Liens)
and (ii) at all other times, Schedule 8.2A (Existing Liens –
DIP Effective Date) provided, however, that such Liens in respect of
Domestic DIP Collateral and any other DIP Collateral over which the Loan Parties
have delivered a first priority perfected Lien in favor of the Secured DIP
Parties pursuant to the DIP Loan Documents, regardless of how acquired, whether
by grant, statute, operation of law, subrogation or otherwise, shall be and
shall remain junior and subordinate in all respects to any Lien created pursuant
to the DIP Loan Documents and the Intercompany Loan Documents;

       

      (c)           Customary
Permitted Liens of Holdings, the Borrowers and their respective
Subsidiaries;

       

      (d)           purchase
money Liens granted by the Borrowers or any Subsidiary of the Borrowers
(including the interest of a lessor under a Capital Lease or synthetic lease and
purchase money Liens to which any property is subject at the time, on or after
the DIP Effective Date, of the Borrowers’ or such Subsidiary’s acquisition
thereof) securing Indebtedness permitted under Section 8.1(d) (Indebtedness) and limited in
each case to the property purchased with the proceeds of such purchase money
Indebtedness or subject to such Capital Lease or synthetic lease;

       

      (e)           any
Lien securing the renewal, extension, refinancing, replacement or refunding of
any Indebtedness secured by any Lien permitted by clause (b) or (d) above or this clause (e) without any
change in the assets subject to such Lien and to the extent such renewal,
extension, refinancing or refunding is permitted by Section 8.1
(Indebtedness);

       

      (f)           Liens
in favor of lessors securing operating leases permitted hereunder;
and

       

      (g)           Liens
securing any Indebtedness permitted by Section 8.1A(k)
(Indebtedness) and, to the extent not guaranteed as permitted by Section 8.1A(k)
(Indebtedness), Liens created on the assets of a Foreign Subsidiary to
secure any trade payables not constituting Indebtedness of such Subsidiary;
provided, however, the aggregate
outstanding amount of all such Indebtedness secured pursuant to this
clause (g) shall not exceed $10,000,000; and

       

      (h)           Liens
not otherwise permitted by the foregoing clauses of this Section 8.2A securing
obligations or other liabilities (other than Indebtedness) of any Loan Party;
provided, however, that the aggregate
outstanding amount of all such obligations and liabilities shall not exceed
$5,000,000 at any time; and

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      (i)           Liens
arising pursuant to, or assignments in connection with, any Securitization
Program, Domestic Receivables Purchase Program or Foreign Receivables Purchase
Program solely with respect to Receivables Assets securitized or sold, as the
case may be, thereunder; and

       

      (j)           Liens
incurred by Holdings, any Borrower or any of its respective Subsidiaries
securing any Indebtedness permitted by Section 8.1A(n) (Indebtedness);
provided, however, that such Lien in respect of such Collateral,
regardless of how acquired, whether by grant, statute, operation of law,
subrogation or otherwise, shall be and shall remain junior and subordinate in
all respects to any Lien created pursuant to the DIP Loan Documents and the
Intercompany Loan Documents.

       

      Section
8.3.A          Investments

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, directly or indirectly make or maintain any Investment except
for the following:

       

      (a)           Investments
existing on the DIP Effective Date and disclosed on (i) prior to the delivery of
Schedule 8.3A(a) (Existing
Investments – DIP Effective Date) pursuant to Section 7.16A(f), Schedule 8.3(a) (Existing
Investments) and (ii) at all other times, Schedule 8.3A(a) (Existing
Investments);

       

      (b)           (i) Investments
in cash and Cash Equivalents held in a Deposit Account or a Control Account or
the DIP Collateral Accounts  with respect to which the DIP
Administrative Agent for the benefit of the Secured DIP Parties has a first
priority perfected Lien (ii) Investments in cash and Cash Equivalents held
in a Deposit Account or Control Account in the name of U.S. LLC at Citibank, N.A
or another financial institution selected or approved by the DIP Administrative
Agent with respect to which Dutch FinCo has a first priority perfected Lien,
(iii) Investments in cash and Cash Equivalents held in a Deposit Account or
Control Account in the name of the Luxembourg Borrower at Citibank, N.A. or
another financial institutions selected or approved by the DIP Administrative
Agent with respect to which the DIP Administrative Agent has a first priority
perfected Lien, (iv) Investments in cash and Cash Equivalents by Foreign
Subsidiary Guarantors provided, however, that the aggregate
principal amount of all such loans and advances shall not exceed $30,000,000 at
any time, and (iv) Investments in cash and Cash Equivalents by Foreign
Subsidiaries that are a joint venture with a third party;

       

      (c)           Investments
in accounts, payment intangibles and chattel paper (each as defined in the UCC),
notes receivable and similar items arising or acquired in the ordinary course of
business consistent with the past practice of the U.S. Borrower and its
Subsidiaries;

       

      (d)           Investments
received in settlement of amounts due to the U.S. Borrower or any Subsidiary of
the U.S. Borrower effected in the ordinary course of business;

       

      (e)           Investments
by (i) Holdings in the Parent, the Parent in the U.S. Borrower, the U.S.
Borrower in the Luxembourg Borrower, the Luxembourg Borrower in the U.S.
Borrower, any Borrower in any Subsidiary Guarantor or by any Subsidiary
Guarantor in any Borrower or any other Subsidiary Guarantor, or (ii) a
Subsidiary of any Borrower that is not a Subsidiary Guarantor in any


       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      Borrower
or any Subsidiary Guarantor;

       

      (f)           Intercompany
Loans to any Foreign Subsidiaries permitted pursuant to Section 8.1A(f) or (g).

       

      (g)           loans
or advances to employees of any Borrower or to employees of any of its
Subsidiaries in the ordinary course of business consistent with past practice;
provided, however, that the aggregate
principal amount of all such loans and advances shall not exceed $150,000 at any
time;

       

      (h)           Investments
constituting Guaranty Obligations permitted by Section 8.1
(Indebtedness);

       

      (i)           Investments
constituting Permitted Acquisitions;

       

      (j)           [reserved];

       

      (k)           Investments
in the Captive Insurance Subsidiary;

       

      (l)           contributions
or transfers of assets by any Loan Party to any Foreign Guarantor; provided, however, that the book value
of such assets shall not exceed $2,500,000 in the aggregate;

       

      (m)           [reserved];

       

      (n)           Investments
by any Borrower and any of its respective Subsidiaries in a Securitization SPV
pursuant to a permitted Securitization Program consisting of Receivables Assets,
intercompany loans permitted under Section 8.1(m) and cash
solely to the extent such cash Investment is permitted by clause (o)
below;

       

      (o)           Investments
not otherwise permitted hereby; provided, however, that the aggregate
amount of all such Investments shall not exceed $10,000,000.

       

      Except
with respect to Intercompany Loans under clause (f) above
existing as of the DIP Effective Date, the amount of any Investment shall be the
original cost of such Investment plus the cost of all
additions thereto, in each case arising after the DIP Effective Date, without
any adjustments for increases or decreases in value, or write-ups, write-downs
or write-offs with respect to such Investment less any reductions by way of
cash repayments of principal or cash returns of capital (at the time of such
repayment or return).

       

      Section
8.4.A          Sale of
Assets

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, sell, convey, transfer, lease or otherwise dispose of, any of
their respective assets or any interest therein (including the sale or factoring
at maturity or collection of any account and a sale/leaseback described in Section 8.15
(Sale/Leasebacks) to any Person and any disposition under
Section 363 of the Bankruptcy Code), or permit or suffer any other


       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      Person
to acquire any interest in any of their respective assets or, in the case of any
Subsidiary, issue or sell any shares of such Subsidiary’s Stock or Stock
Equivalent (any such disposition, not including any Tax Planning Transactions,
being an “Asset Sale”),
except for the following:

       

      (a)           the
sale or disposition of inventory in the ordinary course of
business;

       

      (b)           the
sale or disposition of any asset with a Fair Market Value of less than $500,000;
provided, however, that the aggregate
Fair Market Value of all such assets disposed of in any Fiscal Year shall not
exceed $1,500,000;

       

      (c)           the
sale or disposition of equipment that has become damaged, obsolete or is
replaced in the ordinary course of business; provided, however, that the aggregate
Fair Market Value of all such equipment disposed of in any Fiscal Year shall not
exceed $1,000,000;

       

      (d)           the
sale or disposition of equipment that has become damaged, obsolete or is
replaced in the ordinary course of business not permitted under clause (c) above; provided, however, that (i) 80% of the
consideration for any such Asset Sale shall be payable in cash upon such sale
and (ii) all Net Cash Proceeds of such Asset Sale are applied as set forth
in, and to the extent required by, Section 2.10A (Mandatory
Prepayments);

       

      (e)           the
lease, license, occupancy or sublease of real property or equipment not
constituting a sale and leaseback, to the extent not otherwise prohibited by
this Agreement and sales and leasebacks permitted by Section 8.15
(Sale/Leasebacks);

       

      (f)           assignments
and licenses of intellectual property of the any Borrower and its Subsidiaries
in the ordinary course of business;

       

      (g)           any
Asset Sale to any Borrower or any Subsidiary Guarantor;

       

      (h)           Asset
Sales by a Foreign Subsidiary to another Foreign Subsidiary for consideration
equal to the Fair Market Value of the assets sold; provided, however, that (i) Asset
Sales by a Foreign Subsidiary Guarantor to a non-Foreign Subsidiary Guarantor
shall be for cash consideration equal to the Fair Market Value of the assets
sold and (ii) any such Asset Sale by a Foreign Subsidiary Guarantor to a
non-Foreign Subsidiary Guarantor shall be subject to the reasonable consent of
the DIP Administrative Agent;

       

      (i)           sales,
leases, subleases, transfer or conveyance of Receivables Assets (or interests
therein) pursuant to a Securitization Program, Domestic Receivables Purchase
Program or Foreign Receivables Purchase Program to the extent permitted under
Section 8.1A(m)
(Indebtedness);

       

      (j)           as
long as no Default or Event of Default is continuing or would result therefrom,
any other Asset Sale for Fair Market Value; provided, however, that (i) 90% of the
consideration for any such Asset Sale shall be payable in cash upon such sale
and (ii) the aggregate consideration received during any Fiscal Year for
all such Asset Sales, together with the Asset Sales permitted under clause (b) above, shall
not exceed $5,000,000 and (iii) all Net Cash Proceeds of such Asset Sale
are applied as set forth in, and to the extent required by, Section 2.10A (Mandatory
Prepayments);

       

      
        
          
          

        

        
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      (k)           as
long as no Default or Event of Default is continuing or would result therefrom,
any Asset Sale of the Non-Wheel Businesses identified on Schedule 8.4A(k) for Fair
Market Value; provided,
however, that (i) 90%
of the consideration for any such Asset Sale shall be payable in cash upon such
sale and (ii) all Net Cash Proceeds of such Asset Sale are applied as set
forth in, and to the extent required by Section 2.10A (Mandatory
Prepayments); and

       

      (l)           Sales
of assets identified on Schedule 8.4.A(l), pursuant
to terms, conditions and documentation satisfactory to the Request DIP Lenders
in their sole discretion,

       

      provided, that the foregoing
limitations are not intended to prevent such Loan Party, with the consent of the
DIP Administrative Agent and the Requisite DIP Lenders, from (i) rejecting
unexpired leases or executory contracts pursuant to section 365 of the
Bankruptcy Code in connection with the Cases (in a manner that otherwise
complies with this Agreement) or (ii) entering into a Sales Transaction as
set forth in Section 7.17.A pursuant to terms, conditions and documentation
satisfactory to the Requisite DIP Lenders in the sole discretion.

       

      Section
8.5.A          Restricted
Payments

       

      Neither
Holdings nor the Borrowers shall nor shall they permit any of their respective
Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart
any sum for any Restricted Payment except for the following:

       

      (a)           Restricted
Payments by any Subsidiary of the U.S. Borrower to the U.S. Borrower or any
other Subsidiary of the U.S. Borrower (or, where any Subsidiary is a joint
venture with another Person, Restricted Payments by such Subsidiary to another
Subsidiary and such other Person in accordance with their respective equity
interests in such joint venture Subsidiary); and

       

      (b)           [Reserved]

       

      (c)           [Reserved]

       

      (d)           cash
dividends on (x) the Stock of the U.S. Borrower to the Parent or
(y) the Stock of the Parent to Holdings, paid and declared in any Fiscal
Year solely for the purpose of funding the following:

       

      (i)           ordinary
and reasonable operating expenses of the Parent or Holdings not in excess of
$1,500,000 in the aggregate in any Fiscal Year; and

       

      (ii)           payments
by Holdings in respect of foreign, federal, state or local taxes owing by
Holdings in respect of the U.S. Borrower and its Subsidiaries, but not greater
than the amount that would be payable by the U.S. Borrower, on a consolidated
basis, if the U.S. Borrower were the taxpayer;

       

      provided, however, that the Restricted
Payments described in this clause 8.5A shall not be
permitted if (A) an Event of Default or Default shall have occurred and be
continuing at the date of declaration or payment thereof or would result
therefrom or (B) such 

       

      
        
          
          

        

        
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      Restricted
Payment is prohibited under the terms of any Indebtedness (other than the DIP
Obligations) of the U.S. Borrower or any of its Subsidiaries.

       

      Section
8.6.A          Prepayment and
Cancellation of Indebtedness

       

      (a)           Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, cancel any claim or Indebtedness owed to any of them except as
may be approved by the Requisite DIP Lenders.

       

      (b)           Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries (except for Subsidiaries and joint ventures of Holdings or its
Subsidiaries who are not Obligors) to prepay, redeem, purchase, defease or
otherwise satisfy prior to the scheduled maturity thereof in any manner, or make
any payment in violation of any subordination terms of, any Indebtedness, provided, however, that the Borrowers
and their respective Subsidiaries may, in each case as provided for in the
13-Week Budget or as may be approved by the Bankruptcy Court: (i)  prepay
any Indebtedness payable to any Borrower by any of its Subsidiaries,
(ii) make payments in connection with the termination of Hedging Contracts
in the ordinary course of business, provided that such Hedging
Contracts are in compliance with Section 8.1A(l)
(Indebtedness), (iii) prepay Indebtedness secured by an asset upon
its sale in compliance with Section 8.4A (Sale of
Assets), (iv) solely from proceeds of Receivables Assets, prepay any
Indebtedness incurred pursuant to a Securitization Program, Domestic Receivables
Purchase Program or Foreign Receivables Purchase Program in the ordinary course
or upon the acceleration of such Indebtedness and (v) solely in connection with
a permitted renewal, extension, refinancing, replacement or refunding permitted
by Section 8.1A(m)
(Indebtedness), otherwise prepay any Indebtedness incurred pursuant to a
Securitization Program, Domestic Receivables Purchase Program or Foreign
Receivables Purchase Program with the proceeds from such renewal, extension,
refinancing, replacement or refunding.

       

      (c)           Notwithstanding
anything in this Section 8.6A to the
contrary, any Securitization Program, Domestic Receivables Purchase Program or
Foreign Receivables Purchase Program may be terminated or reduced in accordance
with its terms by Holdings, the U.S. Borrower or any of their respective
Subsidiaries.

       

      Section
8.7.A          Restriction on
Fundamental Changes; Permitted Acquisitions

       

      (a)           Except
in connection with the 2007 Corporate Restructuring or a Permitted Acquisition,
neither Holdings nor the Borrowers shall, nor shall they permit any of their
respective Domestic Subsidiaries to, (i) merge with any Person,
(ii) consolidate with any Person, (iii) acquire all or substantially
all of the Stock or Stock Equivalents of any Person, (iv) acquire all or
substantially all of the assets of any Person or all or substantially all of the
assets constituting the business of a division, branch or other unit operation
of any Person, (v) enter into any joint venture or partnership with any
Person or (vi) acquire or create any Subsidiary.

       

      (b)           Except
in connection with the 2007 Corporate Restructuring or a Permitted Acquisition,
neither Holdings nor the U.S. Borrower shall, nor shall they permit any of their
respective Foreign Subsidiaries to, (i) merge with any Person,
(ii) consolidate with any 

       

      
        
          
          

        

        
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      Person,
(iii) acquire all or substantially all of the Stock or Stock Equivalents of
any Person, (iv) acquire all or substantially all of the assets of any
Person or all or substantially all of the assets constituting the business of a
division, branch or other unit operation of any Person, (v) enter into any
joint venture or partnership with any Person or (vi) acquire or create any
Subsidiary

       

      Section
8.8.A           Change in
Nature of Business

       

      (a)           The
Borrowers shall not, and shall not permit any of their respective Subsidiaries
to, make any material change in the nature or conduct of its business as carried
on at the DIP Effective Date, whether in connection with a Permitted Acquisition
or otherwise, except as required by the Bankruptcy Code in connection with the
Cases; provided, however, that the Borrowers
and their respective Subsidiaries may engage in a Related Business.

       

      (b)           Holdings
and the Parent shall not engage in any business or activity other than
(i) holding shares in the Stock of the Parent and the U.S. Borrower,
respectively, (ii) paying taxes and ordinary operating expenses permitted
under Section 8.5(d)(i)
and (ii),
(iii) preparing reports to Governmental Authorities and to its
shareholders, (iv) holding directors and shareholders meetings and
(v) preparing corporate records and other corporate activities required to
maintain its separate corporate structure and (vi) entering into contracts
or similar agreements for the benefit of and relating to the business of any of
its respective Subsidiaries; in each case, except as required by the Bankruptcy
Code in connection with the Cases.

       

      Section
8.9.A           Transactions
with Affiliates

       

      Holdings
shall not, and shall not permit any of its Subsidiaries to, except as otherwise
expressly permitted in this Agreement and the then-applicable 13-Week Budget, do
any of the following: (a) make any Investment in an Affiliate of Holdings
that is not a Subsidiary of Holdings, (b) transfer, sell, lease, assign or
otherwise dispose of any asset to any Affiliate of Holdings that is not a
Subsidiary of Holdings, (c) merge into or consolidate with or purchase or
acquire assets from any Affiliate of Holdings that is not a Subsidiary of
Holdings, (d) repay any Indebtedness to any Affiliate
of  Holdings that is not a Subsidiary of Holdings or (e) enter
into any other transaction directly or indirectly with or for the benefit of any
Affiliate of Holdings that is not a DIP Guarantor or DIP Foreign Subsidiary
Guarantor (including guaranties and assumptions of obligations of any such
Affiliate), except for (i) transactions in the ordinary course of business
on a basis no less favorable to Holdings or such DIP Guarantor or DIP Foreign
Subsidiary Guarantor as would be obtained in a comparable arm’s length
transaction with a Person not an Affiliate and (ii) salaries and other
director or employee compensation to officers or directors of Holdings or any of
its Subsidiaries commensurate with current compensation levels; provided, however, that the
foregoing shall not prohibit transactions with any Securitization SPV in
connection with a Securitization Program, to the extent not prohibited by the
terms of this Agreement.

       

      Section
8.10.A         Limitations on
Restrictions on Subsidiary Distributions; No New Negative Pledge

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      Except
as expressly permitted pursuant to the DIP Loan Documents and the
then-applicable 13-Week Budget, any agreements entered into in connection with a
permitted Securitization Program, Domestic Receivables Purchase Program or
Foreign Receivables Purchase Program, the Indenture, and any agreements
governing purchase money Indebtedness or Capital Lease Obligations permitted by
Section 8.1(b) or Section 8.1(d) (Indebtedness)
(in which latter case, any prohibition or limitation shall only be effective
against the assets financed thereby), the Borrowers shall not, and shall not
permit any of their respective Subsidiaries to, (a) agree to enter into or
suffer to exist or become effective any consensual encumbrance or restriction of
any kind on the ability of such Subsidiary to pay dividends or make any other
distribution or transfer of funds or assets or make loans or advances to or
other Investments in, or pay any Indebtedness owed to, the U.S. Borrower or any
Subsidiary of the U.S. Borrower or (b) enter into or suffer to exist or
become effective any agreement prohibiting or limiting the ability of the
Borrowers or any of their respective Subsidiaries, except any as set forth on
Schedule 8.10A, to
create, incur, assume or suffer to exist any Lien upon any of its property,
assets or revenues, whether now owned or hereafter acquired, including any
agreement requiring any other Indebtedness or Contractual Obligation to be
equally and ratably secured with the DIP Obligations or the Intercompany
Obligations.

       

      Section
8.11.A         Modification of
Constituent Documents

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, change its capital structure (including in the terms of its
outstanding Stock) or otherwise amend its Constituent Documents, except as
required by the Bankruptcy Code in connection with the Cases; provided, however, that, upon prior
written notice to the DIP Administrative Agent, any of the Domestic Subsidiaries
shall be permitted to amend its Constituent Documents to convert such Domestic
Subsidiary from a corporation to a limited liability company.

       

      Section
8.12.A         Modification of
Related Documents

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, change or amend the terms of the Senior Notes or any Related
Document (except for modifications made pursuant to the Plan) if the effect of
such amendment is to (i) increase the interest rate on the Senior Notes,
(ii) change the dates upon which payments of principal or interest are due
on the Senior Notes other than to extend such dates, (iii) change any
default or event of default other than to delete or make less restrictive any
default provision therein, or add any covenant with respect to the Senior Notes,
(iv) change the redemption or prepayment provisions of the Senior Notes
other than to extend the dates therefor or to reduce the premiums payable in
connection therewith or (v) change or amend any other term if such change
or amendment would materially increase the obligations of the obligor or confer
additional material rights upon the holder of the Senior Notes in a manner
adverse to Holdings, the Borrowers, any of their respective Subsidiaries, the
DIP Administrative Agent or any DIP Lender.

       

      Section
8.13.A         Accounting Changes;
Fiscal Year

       

      
        
          
          

        

        
          201

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, (a) change its accounting treatment and reporting
practices or tax reporting treatment, except as required by GAAP or any
Requirement of Law and disclosed to the Lenders and the Administrative Agent or
(b) from and after the Effective Date, change its Fiscal Year unless such
change is to a Fiscal Year ending on January 31.

       

      Section
8.14.A          Margin
Regulations

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, use all or any portion of the proceeds of any credit extended
hereunder to purchase or carry margin stock (within the meaning of
Regulation U of the Federal Reserve Board) in contravention of
Regulation T, U or X of the Federal Reserve Board.

       

      Section
8.15.A         Sale/Leasebacks

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, enter into any sale and leaseback transaction.

       

      Section
8.16.A          No Speculative
Transactions

       

      Neither
Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, engage in any speculative transaction or in any transaction
involving Hedging Contracts except as required for the sole purpose of hedging
in the normal course of business and consistent with industry practices; provided that, after the DIP
Effective Date, neither Holdings nor the Borrowers shall, nor shall they permit
any of their respective Subsidiaries to enter into any Hedging Contract except
for commodity or currency Hedging Contracts.

       

      Section
8.17.A          Compliance
with ERISA

       

      Neither
Holdings nor the U.S. Borrower shall cause or permit to occur, nor shall they
permit any of their respective Subsidiaries or ERISA Affiliates to cause or
permit to occur, (a) an event that could result in the imposition of a Lien
under Section 412 of the Code or Sections 302 or 4068 of ERISA or
(b) ERISA Events (other than the Cases) that would have a Material Adverse
Effect in the aggregate.

       

      Section
8.18.A          Chapter 11
Claims

       

      Unless
the Requisite DIP Lenders consent (which consent may be given or withheld in
their sole discretion) and except as expressly provided in the Orders, the
Debtors shall not, and shall not permit any of their Subsidiaries to, agree to,
incur, create, assume, suffer to exist or permit (a) any administrative
expense, unsecured claim, or other super-priority claim or lien (including any
administrative expense, unsecured claim, or other super-priority claim or lien
in respect of the Prepetition Obligations) which is pari passu with or senior to
the claims of the Secured DIP Parties against the Loan Parties hereunder, or
apply to the Bankruptcy Court for authority to do so, except for the Carve-Out
or (b) the extension of any existing adequate protection or the grant of
further adequate protection or apply to the Bankruptcy Court for authority to do
so (including any extension, grant or application in respect of the Prepetition


       

      
        
          
          

        

        
          202

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      Obligations)
or (c) the commencement of any Subsequent Case with respect to any Subsequent
Debtor.

       

      Section
8.19.A         The
Orders

       

      The
Debtors shall not, and shall not permit any of their respective Subsidiaries to,
make or seek any change, amendment or modification, or any application or motion
for any change, amendment or modification, to either Order without the prior
written consent of the Requisite DIP Lenders to be given or withheld in their
sole discretion.

       

      Section
8.20.A          No Right of
Subrogation

       

      No
Loan Party shall, and shall not permit any of its Subsidiaries to, assert any
right of subrogation or contribution against any other Loan Party or any of
their Subsidiaries as long as any DIP Obligation or any DIP Commitment remains
outstanding.

       

      ARTICLE
IX


       

      Events of Default with respect to Prepetition
Facilities

       

      Section
9.1               Events
of Default

       

      Each
of the following events shall be an Event of Default:

       

      (a)           any
Borrower shall fail to pay any principal of any Prepetition Loan or any
Reimbursement Obligation when the same becomes due and payable; or

       

      (b)           any
Borrower shall fail to pay any interest on any Prepetition Loan, any fee under
any of the Prepetition Loan Documents or any other Prepetition Obligation (other
than one referred to in clause (a) above) and
such non-payment continues for a period of three Business Days after the due
date therefor; or

       

      (c)           any
representation or warranty made or deemed made by any Loan Party in any
Prepetition Loan Document or by any Loan Party (or any of its officers) in
connection with any Prepetition Loan Document shall prove to have been incorrect
in any material respect when made or deemed made; or

       

      (d)           any
Loan Party shall fail to perform or observe (i) any term, covenant or
agreement contained in Section 5.1 (Financial Covenants), Section 6.1 (Financial Statements), Section 6.2 (Default Notices), 7.1 (Preservation of Corporate Existence,
Etc.), 7.6 (Access), 7.9 (Application of Proceeds),
7.11 (Additional Collateral and
Guaranties), or Article
VIII (Negative
Covenants); or (ii) any other term, covenant or agreement contained
in this Agreement or in any other Prepetition Loan Documents if such failure
under this clause (ii) shall remain unremedied for 30 days after the
earlier of (A) the date on which a Responsible Officer of the Borrowers
becomes aware of such failure and (B) the date on which written notice
thereof shall have been given to the Borrowers by the Prepetition Administrative
Agent or any Prepetition Lender; or

       

      
        
          
          

        

        
          203

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      (e)           (i) any
Borrower or any of its Subsidiaries shall fail to make any payment on any
Indebtedness of the Borrowers or any such Subsidiary (other than the Prepetition
Obligations) or any Guaranty Obligation in respect of Indebtedness of any other
Person, and, in each case, such failure relates to Indebtedness having a
principal amount of $17,500,000 or more, when the same becomes due and payable
(whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), (ii) any other event shall occur or condition shall exist under
any agreement or instrument relating to any such Indebtedness, if the effect of
such event or condition is to accelerate, or to permit the acceleration of, the
maturity of such Indebtedness or (iii) any such Indebtedness shall become
or be declared to be due and payable, or required to be prepaid or repurchased
(other than by a regularly scheduled required prepayment), prior to the stated
maturity thereof; or

       

      (f)           (i) any
Borrower or any of its respective Subsidiaries shall generally not pay its debts
as such debts become due, shall admit in writing its inability to pay its debts
generally or shall make a general assignment for the benefit of creditors
(except to the extent necessary in connection with the dissolution of any of its
Subsidiaries otherwise permitted hereunder), (ii) any proceeding shall be
instituted by or against any Borrower or any of its respective Subsidiaries
seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief or
composition of it or its debts, under any Requirement of Law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a custodian, receiver,
trustee or other similar official for it or for any substantial part of its
property; provided,
however, that, in the
case of any such proceedings instituted against any Borrower or any of its
respective Subsidiaries (but not instituted by any Borrower or any of its
respective Subsidiaries), either such proceedings shall remain undismissed or
unstayed for a period of 60 days or more or any action sought in such
proceedings shall occur or (iii) any Borrower or any of its respective
Subsidiaries shall take any corporate action to authorize any action set forth
in clauses (i) and
(ii) above;
or

       

      (g)           one
or more judgments or orders (or other similar process) involving, in the case of
money judgments, an aggregate amount in excess of $10,000,000, to the extent not
covered by insurance, shall be rendered against one or more of any Loan Party or
any of its Subsidiaries and either (i) enforcement proceedings shall have
been commenced by any creditor upon such judgment or order or (ii) there
shall be any period of 30 consecutive days during which a stay of enforcement of
such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or

       

      (h)           an
ERISA Event shall occur and the amount of all liabilities and deficiencies
resulting therefrom, whether or not assessed, exceeds $2,000,000 in the
aggregate; or

       

      (i)           any
provision of any Collateral Document or the Guaranty after delivery thereof
pursuant to this Agreement or any other Prepetition Loan Document shall for any
reason cease to be valid and binding on, or enforceable against, any Loan Party
party thereto, or any Loan Party shall so state in writing; or

       

      
        
          
          

        

        
          204

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      (j)           any
Collateral Document shall for any reason fail or cease to create a valid Lien on
any Collateral purported to be covered thereby or, except as permitted by the
Prepetition Loan Documents, such Lien shall fail or cease to be a perfected and
first priority Lien or any Loan Party shall so state in writing; or

       

      (k)           there
shall occur any Change of Control; or

       

      (l)           [Reserved];

       

      (m)           one
or more of the Borrowers and their respective Subsidiaries shall have entered
into one or more consent or settlement decrees or agreements or similar
arrangements with a Governmental Authority or one or more judgments, orders,
decrees or similar actions shall have been entered against one or more of the
Borrowers and their respective Subsidiaries based on or arising from the
violation of or pursuant to any Environmental Law, or the generation, storage,
transportation, treatment, disposal or Release of any Contaminant and, in
connection with all the foregoing, the Borrowers and their respective
Subsidiaries are likely to incur Environmental Liabilities and Costs in excess
of $1,000,000 individually or $5,000,000 in the aggregate that were not budgeted
for any Fiscal Year or that were not reflected in the Projections or the
Financial Statements delivered pursuant to Section 4.4 (Financial
Statements);

       

      (n)           an
event of termination or event of default in connection with any Securitization
Program or Foreign Receivables Purchase Program, including, without limitation,
under any of the related documentation entered into in connection therewith,
shall have occurred and be continuing without waiver or cure thereof;
or

       

      (o)           the
Borrowers and their respective Subsidiaries shall fail to comply with the
conditions subsequent set forth on (i) Schedule 7.13(a) before
5:00 p.m. (New York time) on Monday, June 4, 2007 and (ii) Schedule 7.13(b) within
90 days after the Effective Date; provided, however, that the
Administrative Agent may, in its reasonable discretion, extend such period up to
two (2) additional 30 day concurrent periods for conditions subsequent
set forth on Schedule 7.13(b).

       

      ARTICLE
IX.A


       

      Events
of Default with respect to DIP Facilities

       

      Section
9.1.A           Events of
Default with respect to DIP Facilities

       

      Notwithstanding
the foregoing, each of the following events shall be an Event of Default with
respect to the DIP Facilities as long as any DIP Obligation or any DIP
Commitment remains outstanding, unless, in each case, such Event of Default
under this Section
9.1.A shall have been waived by the Requisite DIP Lenders in their sole
discretion (which consent may be given with respect to definitions or portions
of definition used in this Section
9.1.A):

       

      (a)           any
Borrower shall fail to pay any principal of any DIP Loan when the same becomes
due and payable; or

       

      
        
          
          

        

        
          205

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      (b)           any
Borrower shall fail to pay any interest on any DIP Loan, any fee under any of
the DIP Loan Documents or any other DIP Obligation (other than one referred to
in clause (a)
above) and such non-payment continues for a period of three Business Days
after the due date therefor; or

       

      (c)           any
representation or warranty made or deemed made by any Loan Party in any DIP Loan
Document or by any Loan Party (or any of its officers) in connection with any
DIP Loan Document shall prove to have been incorrect in any material respect
when made or deemed made; or

       

      (d)           any
Loan Party shall fail to perform or observe (i) any term, covenant or
agreement contained in Section 5.2 (Financial
Covenants), Section
6.1A (Financial
Statements), Section
6.2A (Default
Notices), 7.1A (Preservation of Corporate Existence,
Etc.), 7.6A (Access), 7.9A (Application of Proceeds),
7.11A(Additional Collateral and
Guaranties), 7.16A,
7.17A or Article
VIII.A (Negative Covenants); or
(ii) any other term, covenant or agreement contained in this Agreement
relating to the DIP Obligations or in any other DIP Loan Documents if such
failure under this clause (ii) shall remain unremedied for fifteen
(15) days after the earlier of (A) the date on which a Responsible
Officer of the Borrowers becomes aware of such failure and (B) the date on
which written notice thereof shall have been given to the Borrowers by the DIP
Administrative Agent or any DIP Lender; or

       

      (e)           (i) any
Borrower or any of its Subsidiaries shall fail to make any payment on any
Indebtedness (other than Indebtedness of any Debtor outstanding on the Petition
Date) of the Borrowers or any such Subsidiary having a principal amount of
$500,000 or more (other than the DIP Obligations) or any Guaranty Obligation in
respect of Indebtedness having a principal amount of $500,000 or more (other
than Indebtedness of any Debtor outstanding on the Petition Date) of any other
Person, when the same becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise), (ii) any other
event shall occur or condition shall exist under any agreement or instrument
relating to any such Indebtedness, if the effect of such event or condition is
to accelerate, or to permit the acceleration of, the maturity of such
Indebtedness or (iii) any such Indebtedness shall become or be declared to
be due and payable, or required to be prepaid or repurchased (other than by a
regularly scheduled required prepayment), prior to the stated maturity thereof;
or

       

      (f)           (i) With
respect to any Obligor or Material Subsidiary that is not a Debtor in the
Cases:

       

      (w)
such Obligor or Material Subsidiary shall generally not pay its debts as such
debts become due, shall admit in writing its inability to pay its debts
generally or shall make a general assignment for the benefit of creditors
(except to the extent necessary in connection with the dissolution of any of its
Subsidiaries otherwise permitted hereunder);

       

      (x)                 the
appointment of a receiver, trustee, sequestrator, conservator, liquidator,
provisional liquidator, rehabilitator, examiner with expanded powers under the
Bankruptcy Code, responsible officer, or any similar party or officer under any
Bankruptcy Law;

       

      
        
          
          

        

        
          206

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      (y)
any proceeding (other than the Cases) shall be instituted by or against any such
Obligor or Material Subsidiary seeking to adjudicate it bankrupt or insolvent,
or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts, under any Bankruptcy Law,
provided, however, that, in the case of
any such proceedings instituted against any Obligor or any Material Subsidiary
(but not instituted by any Obligor or Material Subsidiary), either any action
sought in such proceedings shall occur or such proceedings shall continue for a
period of ten (10) days without having been dismissed, withdrawn, stayed,
enjoined, held in abeyance via abstention or otherwise resolved to the
satisfaction of the Requisite DIP Lenders in their sole discretion;
or

       

      (z)
any such Obligor or Material Subsidiary shall take any corporate action to
authorize any action set forth in clauses (i) and (ii) above;

       

      (i)           With
respect to any Obligor or Material Subsidiary, irrespective of its status as a
Debtor in the Cases:

       

      (x)                 the
appointment of a receiver, trustee, sequestrator, conservator, liquidator,
provisional liquidator, rehabilitator, examiner with expanded powers under the
Bankruptcy Code, responsible officer, or any similar party or officer under any
Bankruptcy Law;

       

      (y)
any proceeding shall be instituted by or against any such Obligor or Material
Subsidiary seeking to adjudicate it bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts, under any Bankruptcy Law, provided, however, that, in the case of
any such proceedings instituted against any Obligor or any Material Subsidiary
(but not instituted by any Obligor or Material Subsidiary), either any action
sought in such proceedings shall occur or such proceedings shall continue for a
period of five (5) days without having been dismissed, withdrawn, stayed
enjoined, held in abeyance via abstention or otherwise resolved to the
satisfaction of the Requisite DIP Lenders in their sole discretion;
or

       

      (g)           Any
pleading, complaint, summons, opening or other filing or similar document or act
is made that results in the commencement of a proceeding before a Governmental
Authority anywhere in the world and not dismissed, stayed, withdrawn, enjoined,
held in abeyance via abstention or otherwise resolved to the satisfaction of the
Requisite DIP Lenders in their sole discretion within five (5) days after such
proceeding is commenced seeking to (i) amend, vacate, nullify, or otherwise
challenge any provision of the Orders (whether in whole or in part), or any of
the transactions required to effectuate the DIP Facilities (or any document
related to such transactions), (ii) amend, release, subordinate, nullify, or
otherwise challenge any lien, charge or similar security securing the DIP
Facilities or the Prepetition Facilities, (iii) prohibit the DIP Administrative
Agent, the Prepetition Administrative Agent, the DIP Lenders, or the Prepetition
Lenders from acting in accordance with this Agreement or the Orders, (iv) apply
or require the DIP Administrative Agent or Prepetition Administrative Agent to
apply the proceeds of any collateral securing the DIP Obligations or the
Prepetition Obligations except in the manner and in the order set forth in this
Agreement and the Orders, (v) 

       

      
        
          
          

        

        
          207

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      foreclose
or otherwise act against any collateral securing the DIP Obligations or the
Prepetition Obligations wherever located anywhere in the world, or (vi) reduce
the percentage ownership of any Obligor or Material Subsidiary of Holdings in
any entity, and in each case such pleading, complaint, summons, opening or other
filing or similar document or act is not denied or otherwise adjudicated in
favor of the applicable Obligor or other Subsidiary of Holdings to the
satisfaction of the Requisite DIP Lenders in their sole discretion
;

       

      (h)           Any
party files a motion or other pleading (i) seeking dismissal of any of the
Cases, (ii) challenging the jurisdiction of the Bankruptcy Court over any of the
Debtors, or (iii) seeking to have the Bankruptcy Court abstain from
asserting jurisdiction over any of the Debtors; or

       

      (i)           [reserved];
or

       

      (j)           An
ERISA Event (other than in connection with the Cases or as a result of the
relief granted therein, in each case as consented to by the Requisite DIP
Lenders) shall occur and the amount of all liabilities and deficiencies
resulting therefrom, whether or not assessed, exceeds $2,000,000 in the
aggregate; or

       

      (k)           Any
provision of any DIP Collateral Document or the DIP Guaranty after delivery
thereof pursuant to this Agreement or any other DIP Loan Document shall for any
reason cease to be valid and binding on, or enforceable against, any Loan Party
thereto, or any Loan Party shall so state in a writing; or

       

      (l)           Any
DIP Collateral Document shall for any reason fail or cease to create a valid
Lien on any Collateral purported to be covered thereby or, except as permitted
by the DIP Loan Documents, such Lien shall fail or cease to be a perfected and
first priority Lien or any Loan Party shall so state in a writing;
or

       

      (m)           There
shall occur any Change of Control; or

       

      (n)           One
or more of the Borrowers and their respective Subsidiaries shall have entered
into one or more consent or settlement decrees or agreements or similar
arrangements with a Governmental Authority or one or more judgments, orders,
decrees or similar actions shall have been entered against one or more of the
Borrowers and their respective Subsidiaries based on or arising from the
violation of or pursuant to any Environmental Law, or the generation, storage,
transportation, treatment, disposal or Release of any Contaminant and, in
connection with all the foregoing, the Borrowers and their respective
Subsidiaries are likely to incur Environmental Liabilities and Costs in excess
of $1,000,000 individually or $5,000,000 in the aggregate that were not budgeted
for any Fiscal Year or that were not reflected in the Operating Forecast or the
Financial Statements delivered pursuant to Section 4.4 (Financial
Statements); or

       

      (o)           An
event of termination or event of default (other than solely as a result of the
filing of the Cases) in connection with any Securitization Program, Domestic
Receivables Purchase Program or Foreign Receivables Purchase Program, including,
without limitation, under any of the related documentation entered into in
connection therewith, shall have occurred and be continuing without waiver or
cure thereof; or

       

      
        
          
          

        

        
          208

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      (p)           The
Final Order Date shall not have occurred by the date that is 40 days after
the Interim Order Date; or

       

      (q)           The
Bankruptcy Court shall enter an order granting relief from the automatic stay
applicable under section 362 of the Bankruptcy Code to any party in
interest, including without limitation any holder or holders of any security
interest:

       

      (i)           to
permit foreclosure, the granting of a deed in lieu of foreclosure, or any
similar action on any assets of the Debtors having an aggregate book value in
excess of $500,000; or

       

      (ii)           to
permit any other action or actions that would, either singly or in the
aggregate, have a Material Adverse Effect on the Debtors or their estates or the
value of the Collateral or the interests of any DIP Lender in the Collateral;
or

       

      (r)           An
order shall be entered by any Governmental Authority anywhere in the world
reversing, amending, supplementing, staying (for more than five (5) Business
Days), vacating, enjoining, prohibiting, limiting, overturning or otherwise
modifying or alleviating the Interim Order or the Final Order or any of the
transactions, actions, terms or conditions set forth in such Order or the DIP
Loan Documents (in each case, in whole or in part), or any of the Obligors or
any of their affiliates shall apply for authority to do so, without the prior
written consent of the Requisite DIP Lenders (in their sole discretion), or the
Interim Order or Final Order or any of the transactions, actions, terms or
conditions set forth in such Order or the DIP Loan Documents (in each case, in
whole or in part) shall cease to be in full force and in
effect,  shall have been reversed, modified, amended, stayed (for more
than five (5) Business Days), vacated, enjoined, prohibited, limited,
overturned, appealed or subject to a stay pending appeal or otherwise subject to
any pending or threatened challenge in any jurisdiction anywhere in the world;
or

       

      (s)           Any
judgments or orders (or other similar process) involving, in the case of money
judgments, an aggregate amount in excess of $500,000 as to any obligation
incurred after the Petition Date shall be rendered against the Debtors or other
Obligors or their respective Material Subsidiaries and (i) the enforcement
thereof shall not be stayed (by operation of law, the rules or orders of a court
with jurisdiction over the matter or by consent of the party litigants) or (ii)
there shall be rendered against the Debtors or other Obligors or their
respective Material Subsidiaries a non-monetary judgment with respect to any
event which causes or would reasonably be expected to cause a Material Adverse
Effect; or

       

      (t)           Any
plan under Chapter 11 of the Bankruptcy Code shall be confirmed in any of
the Cases that does not provide for the treatment set forth on the Plan Term
Sheet and implement the transactions set forth therein, and that is not
otherwise in form and substance satisfactory the Requisite DIP Lenders in their
sole discretion, or any of the Obligors or their Affiliates shall seek, support,
or, in the case of the Debtors, fail to contest in good faith the filing or
confirmation of such a plan or the entry of such an order; or

       

      (u)           Any
provision of any DIP Loan Document (i) shall cease to be effective or (ii) shall
be contested by any party in any jurisdiction anywhere in the world, and such
contest 

       

      
        
          
          

        

        
          209

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      has
not been dismissed, withdrawn, permanently enjoined, stayed, held in
abeyance via abstention or otherwise resolved to the satisfaction of the
Requisite DIP Lenders in their sole discretion within five (5) Business
Days of commencement; or

       

      (v)           Any
of the Debtors shall fail to comply with the Interim Order or Final Order in any
respect; or

       

      (w)           The
filing of a motion, pleading or proceeding by any of the Borrowers or their
Affiliates which could reasonably be expected to result in a impairment of the
rights or interests of the DIP Lenders or a determination by a court with
respect to any motion, pleading or proceeding brought by another party which
results in an impairment; or

       

      (x)           Any
Obligor thereof enters into or authorizes the execution of (or, in the case of
any Domestic Loan Party) assumes pursuant to Section 365 of the Bankruptcy
Code) any management incentive plans, pension plans or pension plan
modifications, union contracts or collective bargaining agreements, key employee
retention plans, incentive plans, bonus distributions or plans, indemnification
agreements with employees or directors, employee contracts or similar employment
arrangements, in each case having a value of more than $150,000, other than
certain contracts acceptable to the Requisite DIP Lenders, without the prior
approval of the Requisite DIP Lenders; or

       

      (y)           There
shall occur any Sales Transactions Fiduciary Event or any Plan Term Sheet
Fiduciary Event; or

       

      (z)           A
lawsuit or other proceeding to enforce claims in respect of the
Prepetition Obligations or the Senior Notes is commenced in any jurisdiction or
venue anywhere in the world and such lawsuit or proceeding has not
been dismissed, withdrawn, permanently enjoined, stayed, held in
abeyance via abstention or otherwise resolved to the satisfaction of the
Requisite DIP Lenders in their sole discretion within five (5) Business
Days of commencement; or

       

      (aa)           A
motion seeking approval of the Disclosure Statement, in form and substance
acceptable to the Requisite DIP Lenders in their sole discretion, has not been
filed with the Bankruptcy Court by the 105th day following the Petition Date;
or

       

      (bb)           One
or more Chapter 11 plans of reorganization that effectuate the terms and
conditions of the Plan Term Sheet and that shall be on terms and conditions
acceptable to the Requisite DIP Lenders, in their sole discretion (which shall
in any case comply with the terms set forth in the Plan Term Sheet) (together,
the “Plan of
Reorganization”) shall have not been confirmed before or one or more Sale
Transactions acceptable to the Requisite DIP Lenders, in their sole discretion,
shall not have been consummated before the 150th day following the Petition
Date; or

       

      (cc)           The
Plan of Reorganization shall not have become effective, and all other actions,
transactions and other proceedings under any Bankruptcy Law as may be required
to effectuate the terms and conditions of the Plan Term Sheet shall not have
been consummated or become effective, in each case on or before the DIP Loan
Maturity Date; or

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      (dd)           Any
of the Cases shall be dismissed or converted to a Chapter 7 Case or a
Chapter 11 plan of liquidation shall have been filed for any of the Cases;
a trustee, receiver, interim receiver or receiver and manager shall be appointed
in any of the Cases, or a responsible officer or an examiner with enlarged
powers shall be appointed in any of the Cases (having powers beyond those set
forth in Bankruptcy Code sections 1106(a)(3) and (4)); or any other
superpriority administrative expense claim or lien (other than the Carve-Out)
which is pari passu
with or senior to the claims or liens of the Lenders under the DIP Facilities
shall be granted in any of the Cases without the consent of the Requisite DIP
Lenders, in their sole discretion; or

       

      (ee)           An
application shall be made by any Debtor, or any Subsidiary
of  Holdings seeking an order by the Bankruptcy Court, or an order
shall be entered by the Bankruptcy Court, approving a Disclosure Statement in
any of the Cases that is not satisfactory, to the Requisite DIP Lenders, in all
respects, in their sole discretion; or

       

      (ff)           Any
of the Debtors have moved for, or the Bankruptcy Court shall have entered, an
order authorizing or directing such Debtor to assume or reject an executory
contract or unexpired lease under which such Debtors have cumulative obligations
that would be required to be satisfied (assuming an assumption) on an
administrative expense basis in an amount in excess of $100,000 without the
consent of the Requisite DIP Lenders, in their sole discretion; the filing of
any motion under section 1113 or 114 of the Bankruptcy Code without consent
of the Requisite DIP Lenders, in their sole discretion; or

       

      (gg)           Any
of the Debtors shall cease to have the exclusive right pursuant to
Section 1121 of the Bankruptcy Code to file a plan of reorganization;
or

       

      (hh)           Any
Obligor shall enter into any engagement letter or retention application (or
amend or otherwise modify any existing engagement letter or approved retention
application) with AlixPartners, the Borrower’s Financial Advisor, any CRO, or
any other financial, restructuring or crisis advisor that will be retained under
sections 327(a), 327(e), 328 or 363 of the Bankruptcy Code that is not in form
and substance acceptable to the Requisite DIP Lenders, or any such Debtor files
a motion seeking to retain such an advisor upon terms and conditions that are
not in form and substance acceptable to the Requisite DIP Lenders.

       

      Section
9.2              Remedies

       

      Subject
to Section 2.19, during
the continuance of any Event of Default pursuant to Article IX, the
Prepetition Administrative Agent (i) may, and at the request of the
Requisite Lenders shall, by notice to the Borrowers declare that all or any
portion of the Prepetition Commitments be terminated, whereupon the obligation
of each Prepetition Lender to make any Prepetition Loan and each Issuer to Issue
any Letter of Credit shall immediately terminate and (ii) may, and at the
request of the Requisite Lenders shall, by notice to the Borrowers, declare the
Prepetition Loans, all interest thereon and all other amounts and Prepetition
Obligations payable under this Agreement to be forthwith due and payable,
whereupon the Loans, all such interest and all such amounts and Prepetition
Obligations shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Borrowers; provided, however, that upon the
occurrence of the Events of Default specified in Section 9.1(f) (Events of Default) with
respect to any Loan Party, (x) the Prepetition 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      Commitments
of each Prepetition Lender to make Prepetition Loans and the commitments of each
Prepetition Lender and Issuer to Issue or participate in Letters of Credit shall
each automatically be terminated and (y) the Prepetition Loans, all such
interest and all such amounts and Prepetition Obligations shall automatically
become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the
Borrowers.  In addition to the remedies set forth above, the
Prepetition Administrative Agent may, and at the request of the Requisite
Lenders shall, direct the Prepetition Administrative Agent to exercise any
remedies provided for by the Collateral Documents in accordance with the terms
thereof or any other remedies provided by applicable law.

       

      Section
9.2.A          
Remedies

       

      During
the continuance of any Event of Default pursuant to Article IX.A, the DIP
Administrative Agent (i) may, and at the request of the Requisite DIP
Lenders shall, by advance written notice to the Borrowers that is also filed
with the Bankruptcy Court declare that all or any portion of the DIP Commitments
be terminated, whereupon the obligation of each DIP Lender to make any New Money
DIP Term Loan shall immediately terminate and (ii) may, and at the request
of the Requisite DIP Lenders shall, by advance written notice to the Borrowers
that is also filed with the Bankruptcy Court, declare the DIP Loans, all
interest thereon and all other amounts and DIP Obligations payable under this
Agreement to be forthwith due and payable, whereupon the DIP Loans, all such
interest and all such amounts and DIP Obligations shall become and be forthwith
due and payable, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrowers;.  In
addition, subject solely to any requirement of the giving of notice, if any, by
the terms of the Interim Order or the Final Order, the automatic stay provided
in section 362 of the Bankruptcy Code shall be deemed automatically vacated
without further action or order of the Bankruptcy Court, the DIP Administrative
Agent and the DIP Lenders shall be entitled to exercise all of their respective
rights and remedies under the DIP Loan Documents, including, without limitation,
all rights and remedies with respect to the Collateral, the Guarantors, the DIP
Guarantors and the DIP Foreign Subsidiary Guarantor.  In addition to
the remedies set forth above, the DIP Administrative Agent may, and at the
request of the Requisite DIP Lenders shall, direct the DIP Administrative Agent
to exercise any remedies provided for by the DIP Collateral Documents in
accordance with the terms thereof or any other remedies provided by applicable
law.

       

      Section
9.3               Actions
in Respect of Revolving Letters of Credit

       

      At
any time (i) as may be required by Section 2.10(c) or (d) (Mandatory Prepayments),
(ii) upon the Revolving Credit Termination Date and (iii) after the
Revolving Credit Termination Date when the funds in a Cash Collateral Account
shall be less than 105% of the Revolving Letter of Credit Obligations, the
Borrowers shall pay to the Prepetition Administrative Agent in immediately
available funds at the Prepetition Administrative Agent’s office referred to in
Section 11.9 (Notices, Etc.), for deposit
in a Cash Collateral Account, (x) in the case of clause (i) above, the
amount required by  Section 2.10(c) or (d) (Mandatory Prepayments), as
applicable, and (y) in the case of clauses (ii) and (iii) above,
the amount required that, after such payment, the aggregate funds on deposit in
such Cash Collateral Account equals or exceeds 105% of the sum of all
outstanding Revolving Letter of Credit Obligations.  The Prepetition
Administrative Agent may, from time to time after funds are 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      deposited
in any Cash Collateral Account, apply funds then held in such Cash Collateral
Account to the payment of any amounts as shall have become or shall become due
and payable by the Borrowers to the Issuers or Lenders in respect of the
Revolving Letter of Credit Obligations in accordance with Section 2.14 (Payments and
Computations).  The Prepetition Administrative Agent shall
promptly give written notice of any such application; provided, however, that
the failure to give such written notice shall not invalidate any such
application.  Subject to Section 2.10(c)(iii) (Mandatory
Prepayments) and Section
2.14 (Payments and
Computations), upon written notice to the Prepetition Administrative
Agent that the Borrowers shall within five Business Days apply the Reinvestment
Deferred Amount in accordance with the corresponding Reinvestment Notice, the
Prepetition Administrative Agent release the amount corresponding to such
Reinvestment Notice deposited in such Cash Collateral Account pursuant to Section 2.10(c)(ii)
(Mandatory Prepayments).  To the extent that the Prepetition Loans
have been paid in full, the Revolving Credit Commitments have been terminated or
permanently reduced to zero and the Revolving Letter of Credit Obligations are
the only remaining Prepetition Obligations under this Agreement, the Prepetition
Administrative Agent shall release from time to time, upon the request of the
Borrowers, any amount in the Cash Collateral Account in excess of 105% of the
sum of all outstanding Revolving Letter of Credit Obligations at such
time.

       

      Section
9.4              Rescission

       

      At
any time after termination of the Prepetition Commitments or acceleration of the
maturity of the Prepetition Loans, (a) if the Borrowers shall pay all
arrears of interest and all payments on account of principal of the Prepetition
Loans and Reimbursement Obligations that shall have become due otherwise than by
acceleration (with interest on principal and, to the extent permitted by law, on
overdue interest, at the rates specified herein) and all Events of Default and
Defaults (other than non-payment of principal of and accrued interest on the
Prepetition Loans due and payable solely by virtue of acceleration) shall be
remedied or waived pursuant to Section 11.1 (Amendments, Waivers,
Etc.), then upon the written consent of the Requisite Lenders and written
notice to the Borrowers, the termination of the Prepetition Commitments or the
acceleration and their consequences may be rescinded and annulled and
(b) in the case of such remedies exercised under Section 9.2(i) (Remedies), (i) upon the
written consent of the Requisite Lenders and written notice to the Borrowers,
the termination of the Prepetition Commitments or the acceleration and their
consequences applicable to the Prepetition Lenders may be rescinded and
annulled; provided,
however, that such
action shall not affect any subsequent Event of Default or Default or impair any
right or remedy consequent thereon.  The provisions of the preceding
sentence are intended merely to bind the Prepetition Lenders and the Issuers to
a decision that may be made at the election of the Requisite Lenders, and such
provisions are not intended to benefit the Borrowers and do not give the
Borrowers the right to require the Prepetition Lenders to rescind or annul any
acceleration hereunder, even if the conditions set forth herein are
met.

       

      Section
9.4.A           Rescission

       

      At
any time after termination of the DIP Commitments or acceleration of the
maturity of the DIP Loans, (a) if the Borrowers shall pay all arrears of
interest and all payments on account of principal of the DIP Loans and other DIP
Obligations that shall have become due otherwise than by acceleration (with
interest on principal and, to the extent permitted by law, on 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      overdue
interest, at the rates specified herein) and all Events of Default and Defaults
(other than non-payment of principal of and accrued interest on the DIP Loans
due and payable solely by virtue of acceleration) shall be remedied or waived
pursuant to Section 11.1A
(Amendments, Waivers, Etc.), then upon the written consent of the
Requisite DIP Lenders and written notice to the Borrowers, the termination of
the DIP Commitments or the acceleration and their consequences may be rescinded
and annulled and (b) in the case of such remedies exercised under Section 9.2A(i) (Remedies), (i) upon the
written consent of the Requisite DIP Lenders and written notice to the
Borrowers, the termination of the DIP Commitments or the acceleration and their
consequences applicable to the DIP Lenders may be rescinded and annulled; provided, however, that such action
shall not affect any subsequent Event of Default or Default or impair any right
or remedy consequent thereon.  The provisions of the preceding
sentence are intended merely to bind the DIP Lenders and the Issuers to a
decision that may be made at the election of the Requisite DIP Lenders, and such
provisions are not intended to benefit the Borrowers and do not give the
Borrowers the right to require the DIP Lenders to rescind or annul any
acceleration hereunder, even if the conditions set forth herein are
met.

       

       

      ARTICLE
X


       

      The Agents

       

      Section
10.1             Authorization
and Action 

       

      (a)           Each
Prepetition Lender and each Issuer hereby appoints CNAI as the Prepetition
Administrative Agent hereunder, and each Prepetition Lender and each Issuer
authorizes the Prepetition Administrative Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement and the other Loan
Documents as are delegated to the Prepetition Administrative Agent under such
agreements and to exercise such powers as are reasonably incidental
thereto.  Without limiting the foregoing, each Prepetition Lender
hereby authorizes the Prepetition Administrative Agent to execute and deliver,
and to perform its obligations under, each of the Loan Documents to which the
Prepetition Administrative Agent is a party, to exercise all rights, powers and
remedies that the Prepetition Administrative Agent may have under such Loan
Documents.

       

      (b)           Each
DIP Lender appoints Deutsche Bank Trust Companies America as the DIP
Administrative Agent hereunder, and each DIP Lender authorizes the DIP
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement and the other Loan Documents as are delegated
to the DIP Administrative Agent under such agreements and to exercise such
powers as are reasonably incidental thereto.  Without limiting the
foregoing, each DIP Lender hereby authorizes the DIP Administrative Agent to
execute and deliver, and to perform its obligations under, each of the Loan
Documents to which the DIP Administrative Agent is a party, to exercise all
rights, powers and remedies that the DIP Administrative Agent may have under
such Loan Documents.

       

      (c)           As
to any matters not expressly provided for by this Agreement and the other Loan
Documents, (including enforcement or collection), the Agents shall not be
required to 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      exercise
any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or refraining from
acting) upon the instructions in the case of the Administrative Agent, the
Requisite Lenders or the Requisite DIP Lenders, as applicable (or, where
required by the express terms of this Agreement, a greater proportion of the
Requisite Lenders or the Requisite DIP Lenders, as applicable), and such
instructions shall be binding upon all applicable Lenders; provided, however, that no Agent shall
be required to take any action that (i) such Agent in good faith believes
exposes it to personal liability unless such Agent receives an indemnification
satisfactory to it from the applicable Lenders and, if applicable, the Issuers
with respect to such action or (ii) is contrary to this Agreement or any
applicable Requirement of Law.  Each Agent agrees to give to each
applicable Lender and, if applicable, the Issuer prompt notice of each notice
given to it by any Loan Party pursuant to the terms of this Agreement or the
other applicable Loan Documents.

       

      (d)           In
performing its functions and duties hereunder and under the other applicable
Loan Documents, each Agent is acting solely on behalf of (ii) in the case
of the Prepetition Administrative Agent, the Issuers and the applicable Secured
Prepetition Parties and (iii) in the case of the DIP Administrative Agent,
the applicable Secured DIP Parties.  No Agent assumes, or shall be
deemed to have assumed, any obligation other than as expressly set forth herein
and in the other Loan Documents or any other relationship as the agent,
fiduciary or trustee of or for any Lender, Issuer, Secured Party or holder of
any other Obligation.  Each Agent may perform any of their duties
under any Loan Document by or through their agents or employees.

       

      (e)           Duties of the Prepetition
Syndication Agent.  Notwithstanding anything to the contrary
contained in this Agreement, the Prepetition Syndication Agent is a Lender
designated as “Prepetition Syndication Agent” for title
purposes only and in such capacity shall have no obligations or duties
whatsoever under this Agreement or any other Loan Document to any Loan Party,
any Lender or any Issuer and shall have no rights separate from its rights as a
Lender except as expressly provided in this Agreement.

       

      (f)           Duties of the Prepetition
Documentation Agent.  Notwithstanding anything to the contrary
contained in this Agreement, the Prepetition Documentation Agent is a Lender
designated as “Prepetition Documentation Agent” for
title purposes only and in such capacity shall have no obligations or duties
whatsoever under this Agreement or any other Loan Document to any Loan Party,
any Lender or any Issuer and shall have no rights separate from its rights as a
Lender except as expressly provided in this Agreement.

       

      (g)           Duties of the DIP Documentation
Agent.  Notwithstanding anything to the contrary contained in
this Agreement, the DIP Documentation Agent is a Lender designated as “DIP Documentation Agent” for
title purposes only and in such capacity shall have no obligations or duties
whatsoever under this Agreement or any other Loan Document to any Loan Party,
any Lender or any Issuer and shall have no rights separate from its rights as a
Lender except as expressly provided in this Agreement.

       

      (h)           Duties of the DIP Lead
Arrangers.  Notwithstanding anything to the contrary contained
in this Agreement, the DIP Lead Arrangers are a Lenders designated as “Joint Lead Arrangers”, “Joint Book-Running Lead Managers”,
or “Syndication
Agents” for title 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      purposes
only and in such capacity shall have no obligations or duties whatsoever under
this Agreement or any other Loan Document to any Loan Party, any Lender or any
Issuer and shall have no rights separate from its rights as a Lender except as
expressly provided in this Agreement.

      


      Section
10.2             Agent’s
Reliance, Etc.

       

      None
of the Agents, any of their Affiliates or any of their respective directors,
officers, agents or employees shall be liable for any action taken or omitted to
be taken by it, him, her or them under or in connection with this Agreement or
the other Loan Documents, except for its, his, her or their own gross negligence
or willful misconduct.  Without limiting the foregoing, each of the
Agents (a) may treat the payee of any Note as its holder until such Note
has been assigned in accordance with Section 11.2 (Assignments and
Participations), (b) may rely on the Register to the extent set
forth in Section 11.2(c)
(Assignments and Participations)), (c) may consult with
legal counsel (including counsel to the Borrowers or any other Loan Party),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts,
(d) makes no warranty or representation to any Lender or Issuer and shall
not be responsible to any Lender or Issuer for any statements, warranties or
representations made by or on behalf of any of the Borrowers or any of its
Subsidiaries in or in connection with this Agreement or any other Loan Document,
(e) shall not have any duty to ascertain or to inquire either as to the
performance or observance of any term, covenant or condition of this Agreement
or any other Loan Document, as to the financial condition of any Loan Party or
as to the existence or possible existence of any Default or Event of Default,
(f) shall not be responsible to any Lender or Issuer for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of, or the
attachment, perfection or priority of any Lien created or purported to be
created under or in connection with, this Agreement, any other Loan Document or
any other instrument or document furnished pursuant hereto or thereto and
(g) shall incur no liability under or in respect of this Agreement or any
other Loan Document by acting upon any notice, consent, certificate or other
instrument or writing (which writing may be a telecopy or electronic mail) or
any telephone message believed by it to be genuine and signed or sent by the
proper party or parties.

       

      Section
10.3             Posting
of Approved Electronic Communications

       

      (a)           Each
of the Lenders, the Issuers, Holdings and the Borrowers agrees, and Holdings and
the Borrowers shall cause each of their Subsidiaries to agree, that each Agent
may, but shall not be obligated to, make the Approved Electronic Communications
available to the applicable Lenders and Issuers by posting such Approved
Electronic Communications on “e-Disclosure,” such Agents’
internet delivery system that is part of Fixed Income Direct, Global Fixed
Income’s primary web portal, IntralinksTM or any successor electronic platform
chosen by such Agent to be its internet delivery system (the “Approved Electronic
Platform”).

       

      (b)           Although
the Approved Electronic Platform and its primary web portal are secured with
generally-applicable security procedures and policies implemented or modified by
the applicable Agent from time to time (including, as of the Effective Date, a
dual firewall and a 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      User
ID/Password Authorization System) and the Approved Electronic Platform is
secured through a single-user-per-deal authorization method whereby each user
may access the Approved Electronic Platform only on a deal-by-deal basis, each
of the Lenders, the Issuers, Holdings and the Borrowers acknowledges and agrees,
and Holdings and the Borrowers shall cause each of their Subsidiaries to
acknowledge and agree, that the distribution of material through an electronic
medium is not necessarily secure and that there are confidentiality and other
risks associated with such distribution.  In consideration for the
convenience and other benefits afforded by such distribution and for the other
consideration provided hereunder, the receipt and sufficiency of which is hereby
acknowledged, each of the Lenders, the Issuers, Holdings and the Borrowers
hereby approves, and Holdings and the Borrowers shall cause each of their
Subsidiaries to approve, distribution of the Approved Electronic Communications
through the Approved Electronic Platform and understands and assumes, and
Holdings and the Borrowers shall cause each of their Subsidiaries to understand
and assume, the risks of such distribution; provided, however, that such
understanding and assumption of risk shall not relieve any Agent of liability
for its own gross negligence or willful misconduct, as finally determined by a
court of competent jurisdiction.

       

      (c)           The
Approved Electronic Platform and the Approved Electronic Communications are
provided “as is” and “as available”.  None Agent or any of its
Affiliates or any of their respective officers, directors, employees, agents,
advisors or representatives (the “Agent Affiliates”) warrants the accuracy,
adequacy or completeness of the Approved Electronic Communications or the
Approved Electronic Platform and each expressly disclaims liability for errors
or omissions in the Approved Electronic Platform and the Approved Electronic
Communications.  No warranty of any kind, express, implied or
statutory, including, without limitation, any warranty of merchantability,
fitness for a particular purpose, non-infringement of third party rights or
freedom from viruses or other code defects, is made by the Agent Affiliates in
connection with the Approved Electronic Platform or the Approved Electronic
Communications.

       

      (d)           Each
of the Lenders, the Issuers, Holdings and the Borrowers agrees, and Holdings and
the Borrowers shall cause each of their Subsidiaries to agree, that each Agent
may, but (except as may be required by applicable law) shall not be obligated
to, store the Approved Electronic Communications on the Approved Electronic
Platform in accordance with such Agent’s generally-applicable document retention
procedures and policies.

       

      Section
10.4            The
Agents Individually

       

      With
respect to its Ratable Portion, each Agent shall have and may exercise the same
rights and powers hereunder and is subject to the same obligations and
liabilities as and to the extent set forth herein for any other
Lender.  The terms “Lenders”, “Revolving Credit Lenders”,
“Term Loan Lenders”,
“Requisite Lenders”,
“Requisite Revolving Credit
Lenders”, “Synthetic
L/C Lenders”, “DIP
Lenders”, “Requisite
DIP Lenders”, “New
Money DIP Lenders”, “Senior Roll-Up Lenders” and
any similar terms shall, unless the context clearly otherwise indicates,
include, without limitation, each Agent in its individual capacity as a Lender,
Revolving Credit Lender, Term Loan Lender, Synthetic L/C Lender, DIP Lender,
Senior Roll-Up Lender, or as one of the Requisite Lenders, Requisite Revolving
Credit Lenders, Requisite 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      Term
Loan Lenders, Requisite Synthetic L/C Lenders or Requisite DIP
Lenders.  Each Agent and each of its Affiliates may accept deposits
from, lend money to, and generally engage in any kind of banking, trust or other
business with, any Loan Party as if such Agent were not acting as an
Agent.

       

      Section
10.5             Lender
Credit Decision

       

      Each
Lender and each Issuer acknowledges that it shall, independently and without
reliance upon any Administrative Agent or any other Lender, conduct its own
independent investigation of the financial condition and affairs of the
Borrowers and each other Loan Party in connection with the making and
continuance of the Loans and with the issuance of the Letters of
Credit.  Each Lender and each Issuer also acknowledges that it shall,
independently and without reliance upon any Administrative Agent or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement and other Loan Documents.  Except for the
documents expressly required by any Loan Document to be transmitted by an
Administrative Agent to the Lenders or the Issuers, the applicable
Administrative Agent shall not have any duty or responsibility to provide any
Lender or any Issuer with any credit or other information concerning the
business, prospects, operations, property, financial or other condition or
creditworthiness of any Loan Party or any Affiliate of any Loan Party that may
come into the possession of such Administrative Agent or any Affiliate thereof
or any employee or agent of any of the foregoing.

       

      Section
10.6             Indemnification

       

      (a)           Each
Prepetition Lender agrees to indemnify each Prepetition Agent and each of its
Affiliates, and each of their respective directors, officers, employees, agents
and advisors (to the extent not reimbursed by the Borrowers), from and against
such Prepetition Lender’s aggregate Ratable Portion of the applicable
Prepetition Facilities of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses and disbursements
(including fees, expenses and disbursements of financial and legal advisors) of
any kind or nature whatsoever that may be imposed on, incurred by, or asserted
against, such Prepetition Agent or any of its Affiliates, directors, officers,
employees, agents and advisors in any way relating to or arising out of this
Agreement or the other Prepetition Loan Documents or any action taken or omitted
by such Prepetition Agent under this Agreement or the other Prepetition Loan
Documents; provided, however, that no Prepetition
Lender shall be liable for that portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Prepetition Agent’s or such Affiliate’s gross
negligence or willful misconduct.  Without limiting the foregoing,
each applicable Prepetition Lender agrees to reimburse each Prepetition Agent
promptly upon demand for its Ratable Portion of any out-of-pocket expenses
(including fees, expenses and disbursements of financial and legal advisors)
incurred by such Prepetition Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of its rights or responsibilities under, this Agreement or the
other Prepetition Loan Documents, to the extent that such Prepetition Agent is
not reimbursed for such expenses by the Borrowers or another Loan
Party.

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      (b)           Each
DIP Lender agrees to indemnify each DIP Agent and each of its Affiliates, and
each of their respective directors, officers, employees, agents and advisors (to
the extent not reimbursed by the Borrowers), from and against such DIP Lender’s
aggregate Ratable Portion of the applicable DIP Facilities of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses and disbursements (including fees, expenses and disbursements of
financial and legal advisors) of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against, such DIP Agent or any of its
Affiliates, directors, officers, employees, agents and advisors in any way
relating to or arising out of this Agreement or the other DIP Loan Documents or
any action taken or omitted by such DIP Agent under this Agreement or the other
DIP Loan Documents; provided, however, that no DIP Lender
shall be liable for that portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from such DIP Agent’s or such Affiliate’s gross negligence or willful
misconduct.  Without limiting the foregoing, each applicable DIP
Lender agrees to reimburse each DIP Agent promptly upon demand for its Ratable
Portion of any out-of-pocket expenses (including fees, expenses and
disbursements of financial and legal advisors) incurred by such DIP Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of its rights or
responsibilities under, this Agreement or the other DIP Loan Documents, to the
extent that such DIP Agent is not reimbursed for such expenses by the Borrowers
or another Loan Party.

       

      Section
10.7            Successor
Administrative Agent

       

      (a)           The
Prepetition Administrative Agent may resign at any time by giving written notice
thereof to the Lenders and the Borrowers.  Upon any such resignation,
the Requisite Lenders shall have the right to appoint a successor Prepetition
Administrative Agent.  If no successor Prepetition Administrative
Agent shall have been so appointed by the Requisite Lenders, and shall have
accepted such appointment, within 30 days after the retiring Prepetition
Administrative Agent’s giving of notice of resignation, then the retiring
Prepetition Administrative Agent may, on behalf of the Prepetition Lenders,
appoint a successor Prepetition Administrative Agent, selected from among the
Prepetition Lenders.  In either case, such appointment shall be
subject to the prior written approval of the Borrowers (which approval may not
be unreasonably withheld and shall not be required upon the occurrence and
during the continuance of an Event of Default).  Upon the acceptance
of any appointment as Prepetition Administrative Agent by a successor
Prepetition Administrative Agent, such successor Prepetition Administrative
Agent shall succeed to, and become vested with, all the rights, powers,
privileges and duties of the retiring Prepetition Administrative Agent, and the
retiring Prepetition Administrative Agent shall be discharged from its duties
and obligations under this Agreement and the other Loan
Documents.  Prior to any retiring Prepetition Administrative Agent’s
resignation hereunder as Prepetition Administrative Agent, the retiring
Prepetition Administrative Agent shall take such action as may be reasonably
necessary to assign to the successor Prepetition Administrative Agent its rights
as Prepetition Administrative Agent under the Loan Documents.  After
such resignation, the retiring Prepetition Administrative Agent shall continue
to have the benefit of this Article X as to any actions
taken or omitted to be taken by it while it was Prepetition Administrative Agent
under this Agreement and the other Loan Documents.

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      (b)           The
DIP Administrative Agent may resign at any time by giving written notice thereof
to the Lenders and the Borrowers.  Upon any such resignation, the
Requisite DIP Lenders shall have the right to appoint a successor DIP
Administrative Agent.  If no successor DIP Administrative Agent shall
have been so appointed by the Requisite DIP Lenders, and shall have accepted
such appointment, within 30 days after the retiring DIP Administrative
Agent’s giving of notice of resignation, then the retiring DIP Administrative
Agent may, on behalf of the DIP Lenders, appoint a successor DIP Administrative
Agent, selected from among the DIP Lenders.  In either case, such
appointment shall be subject to the prior written approval of the Borrowers
(which approval may not be unreasonably withheld and shall not be required upon
the occurrence and during the continuance of an Event of
Default).  Upon the acceptance of any appointment as DIP
Administrative Agent by a successor DIP Administrative Agent, such successor DIP
Administrative Agent shall succeed to, and become vested with, all the rights,
powers, privileges and duties of the retiring DIP Administrative Agent, and the
retiring DIP Administrative Agent shall be discharged from its duties and
obligations under this Agreement and the other Loan Documents.  Prior
to any retiring DIP Administrative Agent’s resignation hereunder as DIP
Administrative Agent, the retiring DIP Administrative Agent shall take such
action as may be reasonably necessary to assign to the successor DIP
Administrative Agent its rights as DIP Administrative Agent under the Loan
Documents.  After such resignation, the retiring Administrative Agent
shall continue to have the benefit of this Article X as to any actions
taken or omitted to be taken by it while it was DIP Administrative Agent under
this Agreement and the other Loan Documents.

       

      Section
10.8            Concerning
the Collateral and the Collateral Documents – Prepetition
Facilities

       

      (a)           Each
Prepetition Lender and each Issuer agrees that any action taken by the
Prepetition Administrative Agent or the Requisite Lenders (or, where required by
the express terms of this Agreement, a greater proportion of the Requisite
Lenders) in accordance with the provisions of this Agreement or of the other
Prepetition Loan Documents, and the exercise by the Administrative Agent or the
Requisite Lenders (or, where so required, such greater proportion of Requisite
Lenders) of the powers set forth herein or therein, together with such other
powers as are reasonably incidental thereto, shall be authorized and binding
upon all of the Prepetition Lenders.  Each Prepetition Lender and each
Issuer agrees that any action taken by the Prepetition Administrative Agent in
accordance with the provisions of this Agreement or of the other Loan Documents,
and the exercise by the Prepetition Administrative Agent of the powers set forth
herein or therein, together with such other powers as are reasonably incidental
thereto, shall be authorized and binding upon all of the Prepetition Lenders,
the Issuers and the other Secured Prepetition Parties.  Without
limiting the generality of the foregoing, the Prepetition Administrative Agent
shall have the sole and exclusive right and authority to (i) act as the
disbursing and collecting agent for the Prepetition Lenders and the Issuers with
respect to all payments and collections arising in connection with the
Prepetition Collateral and with the Prepetition Collateral Documents,
(ii) execute and deliver each Prepetition Collateral Document and accept
delivery of each such agreement delivered by each of the Borrowers or any of its
Subsidiaries, (iii) act as collateral agent for the Prepetition Lenders,
the Issuers and the other Secured Prepetition Parties for purposes of the
perfection of all security interests and Liens created by such agreements and
all other purposes stated therein, provided, however, that the Prepetition
Administrative Agent hereby appoints, authorizes and directs each other
Prepetition 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      Agent
and each Prepetition Lender and Issuer to act as collateral sub-agent for the
Prepetition Agents, the Prepetition Lenders, the Issuers and the other Secured
Prepetition Parties for purposes of the perfection of all security interests and
Liens with respect to the Borrowers’ and their respective Subsidiaries’
respective Deposit Accounts maintained with, and cash and Cash Equivalents held
by, such Lender or such Issuer, (iv) manage, supervise and otherwise deal
with the Prepetition Collateral, (v) take such action as is necessary or
desirable to maintain the perfection and priority of the security interests and
Liens created or purported to be created by the Prepetition Collateral Documents
and (vi) except as may be otherwise specifically restricted by the terms
hereof or of any other Prepetition Loan Document, exercise all remedies given to
the Prepetition Agents, the Prepetition Lenders, the Issuers and the other
Secured Prepetition Parties with respect to the Prepetition Collateral under the
Prepetition Loan Documents relating thereto, applicable law or
otherwise.

       

      (b)           Each
of the Prepetition Lenders and the Issuers hereby consents to the release and
hereby directs, in accordance with the terms hereof, the Prepetition
Administrative Agent to release (or, in the case of clause (ii) below,
release or subordinate) any Lien held by the Prepetition Administrative Agent
for the benefit of the Prepetition Lenders and the Issuers against any of the
following:

       

      (i)           all
of the Prepetition Collateral and all Prepetition Loan Parties, upon termination
of the Prepetition Commitments and payment and satisfaction in full of all
Prepetition Loans, all Reimbursement Obligations and all other Prepetition
Obligations that the Prepetition Administrative Agent has been notified in
writing are then due and payable (and, in respect of contingent Revolving Letter
of Credit Obligations, with respect to which cash collateral has been deposited
or a back-up letter of credit has been issued, in either case in the appropriate
currency and on terms satisfactory to the Prepetition Administrative Agent and
the applicable Issuers);

       

      (ii)           any
assets that are subject to a Lien permitted by Section 8.2(d) or (e) (Liens, Etc.); and

       

      (iii)           any
part of the Prepetition Collateral sold or disposed of by a Prepetition Loan
Party if such sale or disposition is permitted by this Agreement (or permitted
pursuant to a waiver of or consent to a transaction otherwise prohibited by this
Agreement).

       

      Section
10.8.A          Concerning the
Collateral and the Collateral Documents – DIP Facilities

       

      (a)           Each
DIP Lender agrees that any action taken by the DIP Administrative Agent or the
Requisite DIP Lenders (or, where required by the express terms of this
Agreement, a greater proportion of the Requisite DIP Lenders) in accordance with
the provisions of this Agreement or of the other DIP Loan Documents, and the
exercise by the DIP Administrative Agent or the Requisite DIP Lenders (or, where
so required, such greater proportion of Requisite DIP Lenders) of the powers set
forth herein or therein, together with such other powers as are reasonably
incidental thereto, shall be authorized and binding upon all of the DIP
Lenders.  Each DIP Lender agrees that any action taken by the DIP
Administrative Agent in accordance with the 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      provisions
of this Agreement or of the other DIP Loan Documents, and the exercise by the
DIP Administrative Agent of the powers set forth herein or therein, together
with such other powers as are reasonably incidental thereto, shall be authorized
and binding upon all of the DIP Lenders and the other Secured DIP
Parties.  Without limiting the generality of the foregoing, the DIP
Administrative Agent shall have the sole and exclusive right and authority to
(i) act as (or direct the agent acting as) the disbursing and collecting
agent for the DIP Lenders with respect to all payments and collections arising
in connection with the DIP Collateral and with the DIP Collateral Documents,
(ii) execute and deliver (or direct the execution and delivery of) each DIP
Collateral Document and accept delivery of each such agreement delivered by each
of the Debtors or any of its Subsidiaries, (iii) act as collateral agent
for the DIP Lenders and the other Secured DIP Parties for purposes of the
perfection of all security interests and Liens created by such agreements and
all other purposes stated therein, provided, however, that the DIP
Administrative Agent hereby appoints, authorizes and directs each other DIP
Agent and each DIP Lender to act as collateral sub-agent for the DIP Agents, the
DIP Lenders, and the other Secured Parties for purposes of the perfection of all
security interests and Liens with respect to the Debtors’ and their respective
Subsidiaries’ respective Deposit Accounts maintained with, and cash and Cash
Equivalents held by, such DIP Lender, (iv) manage, supervise and otherwise
deal with the DIP Collateral, (v) take such action as is necessary or
desirable to maintain the perfection and priority of the security interests and
Liens created or purported to be created by the DIP Collateral Documents and
(vi) except as may be otherwise specifically restricted by the terms hereof
or of any other DIP Loan Document, exercise (or direct the exercise of) all
remedies given to the DIP Agents, the DIP Lenders and the other Secured Parties
with respect to the DIP Collateral under the DIP Loan Documents relating
thereto, applicable law or otherwise.

       

      (b)           Each
of the DIP Lenders hereby consents to the release and hereby directs, in
accordance with the terms hereof, the DIP Administrative Agent to release (or,
in the case of clause (ii) below,
release or subordinate) any Lien held by the DIP Administrative Agent for the
benefit of the DIP Lenders against any of the following:

       

      (i)           all
of the DIP Collateral and all DIP Loan Parties, upon termination of the DIP
Commitments and payment and satisfaction in full of all DIP Loans and all other
DIP Obligations that the DIP Administrative Agent has been notified in writing
are then due and payable;

       

      (ii)           any
assets that are subject to a Lien permitted by Section 8.2A(d) or (e) (Liens, Etc.); and

       

      (iii)           any
part of the DIP Collateral sold or disposed of by a DIP Loan Party if such sale
or disposition is permitted by this Agreement (or permitted pursuant to a waiver
of or consent to a transaction otherwise prohibited by this
Agreement).

       

      Section
10.9             Collateral
Matters Relating to Related Obligations

       

      The
benefit of the Loan Documents and of the provisions of this Agreement relating
to the Collateral shall extend to and be available in respect of any applicable
Secured Obligation arising under any Hedging Contract or Cash Management
Obligation or that is otherwise owed to Persons other than the Agents, the
Lenders and the Issuers (collectively, 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      “Related Obligations”) solely
on the condition and understanding, as among the Agents and all applicable
Secured Parties, that (a) the Related Obligations shall be entitled to the
benefit of the applicable Loan Documents and the applicable Collateral to the
extent expressly set forth in this Agreement and the other applicable Loan
Documents and to such extent the Prepetition Administrative Agent shall hold,
and have the right and power to act with respect to, the applicable Guaranty,
DIP Guaranty or DIP Foreign Guaranty and the applicable Collateral on behalf of
and as agent for the holders of the Related Obligations, but the Prepetition
Administrative Agent is otherwise acting solely as agent for the applicable
Lenders and the Issuers and shall have no fiduciary duty, duty of loyalty, duty
of care, duty of disclosure or other obligation whatsoever to any holder of
Related Obligations, (b) all matters, acts and omissions relating in any
manner to the applicable Guaranty, DIP Guaranty or DIP Foreign Guaranty, the
applicable Collateral, or the omission, creation, perfection, priority,
abandonment or release of any Lien, shall be governed solely by the provisions
of this Agreement and the other applicable Loan Documents and no separate Lien,
right, power or remedy shall arise or exist in favor of any applicable Secured
Party under any separate instrument or agreement or in respect of any Related
Obligation, (c) each Secured Party shall be bound by all actions taken or
omitted, in accordance with the provisions of this Agreement and the other
applicable Loan Documents, by the applicable Administrative Agent and the
Requisite Lenders or Requisite DIP Lenders, as applicable (or such lower or
higher proportion of applicable Lenders as required hereby), each of whom shall
be entitled to act at its sole discretion and exclusively in its own interest
given its own Commitments and its own interest in the  applicable
Loans, Letter of Credit Obligations and other applicable Obligations to it
arising under this Agreement or the other applicable Loan Documents, without any
duty or liability to any other applicable Secured Party or as to any Related
Obligation and without regard to whether any Related Obligation remains
outstanding or is deprived of the benefit of the applicable Collateral or
becomes unsecured or is otherwise affected or put in jeopardy thereby,
(d) no holder of Related Obligations and no other Secured Party (except the
Agents, the applicable Lenders and the Issuers, to the extent set forth in this
Agreement) shall have any right to be notified of, or to direct, require or be
heard with respect to, any action taken or omitted in respect of the applicable
Collateral or under this Agreement or the applicable Loan Documents and
(e) no holder of any Related Obligation shall exercise any right of setoff,
banker’s lien or similar right except as expressly provided in Section 11.7 (Right of
Set-off) and then only to the extent such right is exercised in
compliance with Section 11.8 (Sharing of
Payments, Etc.).

       

      ARTICLE
XI


       

      Miscellaneous

       

      Section
11.1             Amendments,
Waivers, Etc. – Prepetition Facilities

       

      (a)           Except
as expressly provided otherwise in this Agreement, no amendment or waiver of any
provision of this Agreement or any other Loan Document nor consent to any
departure by any Loan Party therefrom shall in any event be effective unless the
same shall be in writing and signed by the Requisite Lenders (or by the
Administrative Agent with the consent of the Requisite Lenders) and, in the case
of any amendment, by the Borrowers, and then any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment,
waiver or consent shall, unless in writing 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      and
signed by each Lender directly affected thereby, in addition to the Requisite
Lenders (or the Administrative Agent with the consent thereof), do any of the
following:

       

      (i)           waive
any condition specified in Section 3.1 (Conditions
Precedent to Initial Loans and Letters of Credit) or Section 3.2(b) (Conditions
Precedent to Each Loan and Letter of Credit), except with respect to a
condition based upon another provision hereof, the waiver of which requires only
the concurrence of the Requisite Lenders and, in the case of the conditions
specified in Section 3.1
(Conditions Precedent to Initial Loans and Letters of Credit), subject to
the provisions of Section 3.3 (Determinations of
Initial Borrowing Conditions);

       

      (ii)           increase
the Commitment of such Lender or subject such Lender to any additional
obligation;

       

      (iii)           extend
the scheduled final maturity of any Loan owing to such Lender, or waive, reduce
or postpone any scheduled date fixed for the payment or reduction of principal
of any such Loan (it being understood that Section 2.10 (Mandatory
Prepayments) does not provide for scheduled dates fixed for payment) or for the
reduction of such Lender’s Commitment;

       

      (iv)           reduce
the principal amount of any Loan or Reimbursement Obligation owing to such
Lender (other than by the payment or prepayment thereof);

       

      (v)           reduce
the rate of interest on any Loan or Reimbursement Obligation outstanding to such
Lender or any fee or premium payable to such Lender;

       

      (vi)           postpone
any scheduled date fixed for payment of such interest or fees owing to such
Lender;

       

      (vii)           change
the aggregate Ratable Portions of Lenders required for any or all Lenders to
take any action hereunder;

       

      (viii)           release
all or substantially all of the Collateral except as provided in
Section 10.8(b) (Concerning the Collateral and the Collateral Documents) or
release the Borrowers from its payment obligation to such Lender under this
Agreement or the Revolving Credit Notes owing to such Lender (if any) or release
any Guarantor from its obligations under the Guaranty except in connection with
the sale or other disposition of a Subsidiary Guarantor (or all or substantially
all of the assets thereof) permitted by this Agreement (or permitted pursuant to
a waiver or consent of a transaction otherwise prohibited by this
Agreement);

       

      (ix)           expressly
subordinate any of the Secured Obligations or any Liens securing any of the
Secured Obligations, except in accordance with this Agreement;

       

      (x)           
amend the Collateral Sharing Agreement, Section 10.8(b) (Concerning the
Collateral and the Collateral Documents), this Section 11.1, Section 11.8
(Sharing of Payments, Etc.) or the definition of the terms “Requisite
Lenders,” “Requisite Revolving Credit Lenders,” or “Ratable
Portion”;

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      (xi)           amend
the provisions of Section 2.14(f) or Section 2.14(g) (Payments and
Computations);

       

      and
provided, further, that (A) no
amendment, supplement or modification of the application of payments to the Term
Loan pursuant to Section 2.10 (Mandatory
Prepayments) shall be effective without the consent of the Requisite Term
Loan Lenders, (B) no amendment, supplement or modification of the
application of payments to the Revolving Loans pursuant to Section 2.10 (Mandatory
Prepayments) or the reduction of the Revolving Credit Commitments
pursuant to Section 2.6(b) shall be
effective without the consent of the Requisite Revolving Credit Lenders,
(C) no amendment, supplement or modification of the application of payments
to the Synthetic Letters of Credit pursuant to Section 2.10 (Mandatory
Prepayments) shall be effective without the consent of the Requisite
Synthetic L/C Lenders, (D) no amendment, supplement or modification of, or
waiver or consent under, any of the Collateral Documents to which the
Administrative Agent is a party shall be effective unless in writing and signed
by the Administrative Agent in addition to the Agents and Lenders required above
to take such action, (E) no amendment, waiver or consent shall, unless in
writing and signed by any Special Purpose Vehicle that has been granted an
option pursuant to Section 11.2 (Assignments and
Participations) affect the grant or nature of such option or the right or
duties of such Special Purpose Vehicle hereunder, and (F) no amendment,
waiver or consent shall, unless in writing and signed by any Agent, Swing Loan
Lender or Issuer in addition to the Lenders required above to take such action,
affect the rights or duties of such Agent, Swing Loan Lender or Issuer in such
capacity, respectively, under this Agreement or the other Loan
Documents.  Notwithstanding anything to the contrary set forth herein,
the Administrative Agent, with the consent of the Borrowers, may amend, modify
or supplement any Loan Document to cure any ambiguity, typographical error,
defect or inconsistency.

       

      (b)           The
Administrative Agent may, but shall have no obligation to, with the written
concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of such Lender.  Any waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
it was given.  No notice to or demand on the Borrowers in any case
shall entitle the Borrowers to any other or further notice or demand in similar
or other circumstances.

       

      (c)           To
the extent (a) the consent of any Lender in its capacity as a Lender, a
Revolving Credit Lender, a Term Loan Lender or a Synthetic L/C Lender, as the
case may be, is required, but not obtained (any such Lender whose consent is not
obtained as described in this Section 11.1(c) being
referred to as a “Non-Consenting Lender”) in connection with any
proposed amendment, modification, supplement or waiver (a “Proposed Change”) and (b) the
Administrative Agent shall have consented to such Proposed Change, at the
request of the Borrowers and with the consent of the Administrative Agent (in
its sole discretion exercised reasonably), one or more Eligible Assignees
reasonably acceptable to the Administrative Agent (which Eligible Assignee may
be the Lender acting as the Administrative Agent and shall have consented to
such Proposed Change) shall have the right (but not the obligation) to purchase
from such Non-Consenting Lender, and such Non-Consenting Lender shall, upon the
request of the Administrative Agent, sell and assign to such Eligible Assignee
all of the applicable Commitments, Loans, Revolving Credit Outstandings and
Credit-Linked Deposit of such Non-Consenting Lender for an amount equal to the
principal balance of all applicable Loans, 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      Revolving
Credit Outstandings and Credit-Linked Deposits held by such Non-Consenting
Lender and all accrued and unpaid interest and fees with respect thereto through
the date of such sale and purchase (the “Purchase Amount”); provided, however, that such sale and
purchase (and the corresponding assignment) shall not be effective until
(A) the Administrative Agent shall have received from such Eligible
Assignee an agreement in form and substance satisfactory to the Administrative
Agent and the Borrowers whereby such Eligible Assignee shall agree to be bound
by the terms hereof and (B) such Non-Consenting Lender shall have received
the Purchase Amount from such Eligible Assignee.  Each Lender agrees
that, if it becomes a Non-Consenting Lender, it shall execute and deliver to the
Administrative Agent (x) an Assignment and Acceptance to evidence such sale
and assignment and (y) to the extent the Commitments and Loans subject to
such Assignment and Acceptance are evidenced by a Note or Notes, such Note or
Notes; provided, however, that the failure of any
Non-Consenting Lender to execute an Assignment and Acceptance or deliver such
Note or Notes shall not render such sale and purchase (and the corresponding
assignment) invalid.

       

      Section
11.1.A         Amendments, Waivers,
Etc. – DIP Facilities

       

      (a)           Except
as expressly provided otherwise in this Agreement, and as provided in Amendment
No. 2, no amendment or waiver of any provision of this Agreement or any other
DIP Loan Document nor consent to any departure by any DIP Loan Party therefrom
shall in any event be effective unless the same shall be in writing and signed
by the Requisite DIP Lenders (or by the DIP Administrative Agent with the
consent of the Requisite DIP Lenders) and, in the case of any amendment, by the
Borrowers, and then any such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided, however, that no amendment,
waiver or consent shall, unless in writing and signed by each DIP Lender
directly affected thereby, in addition to the Requisite DIP Lenders (or the DIP
Administrative Agent with the consent thereof), do any of the
following:

       

      (i)           increase
the DIP Commitment of such DIP Lender or subject such DIP Lender to any
additional obligation;

       

      (ii)           extend
the scheduled final maturity of any DIP Loan owing to such DIP Lender (except as
allowed under Section
2.22A), or waive, reduce or postpone any scheduled date fixed for the
payment or reduction of principal of any such DIP Loan (it being understood that
Section 2.10.A
(Mandatory Prepayments)
does not provide for scheduled dates fixed for payment) or for the reduction of
such DIP Lender’s DIP Commitment;

       

      (iii)           reduce
the principal amount of any DIP Loan owing to such DIP Lender (other than by the
payment or prepayment thereof);

       

      (iv)           reduce
the rate of interest on any DIP Loan outstanding to such DIP Lender or any fee
or premium payable to such DIP Lender;

       

      (v)           postpone
any scheduled date fixed for payment of such interest or fees owing to such DIP
Lender;

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      (vi)           change
the aggregate Ratable Portions of DIP Lenders required for any or all DIP
Lenders to take any action hereunder;

       

      (vii)           release
all or substantially all of the Collateral except as provided in Section 10.8A(b) (Concerning
the Collateral and the Collateral Documents) or release any Borrower from
its payment obligation to such DIP Lender under this Agreement or the DIP Notes
owing to such DIP Lender (if any) or release any DIP Guarantor or DIP Foreign
Subsidiary Guarantor from its obligations under the DIP Guaranty or DIP Foreign
Guaranty (as applicable) except in connection with the sale or other disposition
of a Subsidiary Guarantor (or all or substantially all of the assets thereof)
permitted by this Agreement (or permitted pursuant to a waiver or consent of a
transaction otherwise prohibited by this Agreement);

       

      (viii)          expressly
subordinate any of the DIP Obligations or any Liens securing any of the DIP
Obligations, except in accordance with this Agreement or the
Orders;

       

      (ix)           amend
Section 10.8A(b)
(Concerning the Collateral and the Collateral Documents), this Section 11.1.A,
Section 11.8A (Sharing of Payments, Etc.) or the definition of the
terms “Requisite Lenders”, “Requisite DIP Lenders,” “Requisite Supermajority DIP
Lenders”, or “Ratable Portion” (so far as it relates to the DIP Lenders);
or

       

      (x)           amend
the provisions of Section 2.14.A(f) or
Section 2.14.A(g)
or Section 2.14(h)
(which amendment shall not require consent of any Debtor);

       

      and
provided, further, that (A) no
amendment, supplement or modification of, or waiver or consent under, any of the
Collateral Documents to which the DIP Administrative Agent is a party shall be
effective unless in writing and signed by the DIP Administrative Agent in
addition to the Agents and DIP Lenders required above to take such action,
(B) no amendment, waiver or consent shall, unless in writing and signed by
any Special Purpose Vehicle that has been granted an option pursuant to Section 11.2 (Assignments and
Participations) affect the grant or nature of such option or the right or
duties of such Special Purpose Vehicle hereunder, (C) no amendment, supplement
or modification of, or waiver or consent under, any of the provisions of Section 5.2 (DIP Financial
Covenants) shall be effective unless in writing and signed by signed by
the Requisite Supermajority DIP Lenders and (D) no amendment, waiver or
consent shall, unless in writing and signed by any DIP Agent in addition to the
DIP Lenders required above to take such action, affect the rights or duties of
such DIP Agent under this Agreement or the other DIP Loan
Documents.  Notwithstanding anything to the contrary set forth herein,
the DIP Administrative Agent, with the consent of the Borrowers, may amend,
modify or supplement any DIP Loan Document to cure any ambiguity, typographical
error, defect or inconsistency.

       

      (b)           The
DIP Administrative Agent may, but shall have no obligation to, with the written
concurrence of any DIP Lender, execute amendments, modifications, waivers or
consents on behalf of such DIP Lender.  Any waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
it was given.  No notice to or demand on 

       

      
        
          
          

        

        
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      the
Borrowers in any case shall entitle the Borrowers to any other or further notice
or demand in similar or other circumstances.

       

      (c)           To
the extent (a) the consent of any DIP Lender in its capacity as a DIP
Lender is required, but not obtained (any such DIP Lender whose consent is not
obtained as described in this Section 11.1(c) being
referred to as a “Non-Consenting DIP
Lender”) in
connection with any proposed amendment, modification, supplement or waiver (a
“Proposed DIP
Change”) and
(b) the Requisite DIP Lenders, in their sole discretion, shall have
consented to such Proposed DIP Change, at the request of the Borrowers and with
the consent of the DIP Administrative Agent (in its sole discretion exercised
reasonably), one or more Eligible Assignees reasonably acceptable to the DIP
Administrative Agent (which Eligible Assignee may be the DIP Lender acting as
the DIP Administrative Agent and shall have consented to such Proposed DIP
Change) shall have the right (but not the obligation) to purchase from such
Non-Consenting DIP Lender, and such Non-Consenting DIP Lender shall, upon the
request of the DIP Administrative Agent, sell and assign to such Eligible
Assignee all of the applicable DIP Commitments and DIP Loans of such
Non-Consenting DIP Lender for an amount equal to the principal balance of all
applicable DIP Loans held by such Non-Consenting DIP Lender and all accrued and
unpaid interest and fees with respect thereto through the date of such sale and
purchase (the “Purchase
Amount”);
provided,
however, that such sale and
purchase (and the corresponding assignment) shall not be effective until
(A) the DIP Administrative Agent shall have received from such Eligible
Assignee an agreement in form and substance satisfactory to the DIP
Administrative Agent and the Borrowers whereby such Eligible Assignee shall
agree to be bound by the terms hereof and (B) such Non-Consenting DIP
Lender shall have received the Purchase Amount from such Eligible
Assignee.  Each DIP Lender agrees that, if it becomes a Non-Consenting
DIP Lender, it shall execute and deliver to the DIP Administrative Agent
(x) an Assignment and Acceptance to evidence such sale and assignment and
(y) to the extent the Commitments and DIP Loans subject to such Assignment
and Acceptance are evidenced by a Note or Notes, such Note or Notes; provided, however, that the failure of any
Non-Consenting DIP Lender to execute an Assignment and Acceptance or deliver
such Note or Notes shall not render such sale and purchase (and the
corresponding assignment) invalid.

       

      Section
11.2             Assignments
and Participations

       

      (a)           Each
Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees
all or a portion of its rights and obligations hereunder (including all of its
rights and obligations with respect to the DIP Loans, Term Loan, the Revolving
Loans, the Swing Loans and the Synthetic Letters of Credit); provided, however, that (i)(A) if
any such assignment shall be of the assigning Lender’s Revolving Credit
Outstandings and Revolving Credit Commitments, such assignment shall cover the
same percentage of such Lender’s Revolving Credit Outstandings and Revolving
Credit Commitment, (B) if any such assignment shall be of the assigning
Lender’s Term Loan and Term Loan Commitment, such assignment shall cover the
same percentage of such Lender’s Term Loan and Term Loan Commitment and shall be
made pro rata among the
Term Loan Facility and the Synthetic L/C Facility or (C) if any such
assignment shall be of the assigning DIP Lender’s DIP Loan and DIP Commitment,
such assignment shall cover the same percentage of such DIP Lender’s DIP Loan
and DIP Commitment, (ii) if any such assignment shall be of a Prepetition Loan
by a Consenting Prepetition Lender, such Prepetition Loan shall be assigned
together with an equivalent portion 

       

      
        
          
          

        

        
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      of
any Consent Fee Entitlement of such Consenting Prepetition Lender in connection
with such Prepetition Loans (and Consent Fee Entitlements shall not be
separately assignable from their corresponding Prepetition Loans), (iii) if any
such assignment shall be of a Prepetition Loan by a Senior Roll-Up Lender with a
Senior-Roll Up Entitlement, such Prepetition Loan shall be assigned together
with an equivalent portion of any Senior-Roll Up Entitlement of such Senior
Roll-Up Lender in connection with such Prepetition Loans (and Senior-Roll Up
Entitlements shall not be separately assignable from their corresponding
Prepetition Loans) (iv) the aggregate amount being assigned pursuant to
each such assignment (determined as of the date of the Assignment and Acceptance
with respect to such assignment) shall in no event (if less than the assignor’s
entire interest) be less than $1,000,000 or an integral multiple of $1,000,000
in excess thereof, except, in either case, (A) with the consent of the
Borrowers  and the applicable Administrative Agent (except that
consent of the Borrowers or the DIP Administrative Agent shall not be required
for an assignment of a DIP Loan) or (B) if such assignment is being made to
a Lender or an Affiliate or Approved Fund of such Lender, and (v) in the
case of an assignment with respect to a Revolving Loan, if such Eligible
Assignee is not, prior to the date of such assignment, a Lender or an Affiliate
or Approved Fund of a Lender, such assignment shall be subject to the prior
consent of the Prepetition Administrative Agent and the Borrowers (which consent
shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding
any other provision of this
Section 11.2, the consent of the Borrowers shall not be required
(x) for any assignment occurring when any Event of Default shall have
occurred and be continuing and (y) for any assignment by an Affiliate of
the Prepetition Administrative Agent made within 15 Business Days after the
Effective Date of its Commitments held on the Effective Date.  Any
such assignment need not be ratable as among the Prepetition Facilities or DIP
Facilities, as applicable.

       

      (b)           The
parties to each such assignment shall execute and deliver to the applicable
Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Note (if the assigning Lender’s
Loans are evidenced by a Note) subject to such assignment.  Upon the
execution, delivery, acceptance and recording in the Register of any Assignment
and Acceptance and, other than in respect of assignments made pursuant to Section 2.18 (Substitution of
Lenders) and Section 11.1(c) (Amendments,
Waivers, Etc.), the receipt by the applicable Administrative Agent from
the assignee of an assignment fee in the amount of $3,500 from and after the
effective date specified in such Assignment and Acceptance, (i) the
assignee thereunder shall become a party hereto and, to the extent that rights
and obligations under the applicable Loan Documents have been assigned to such
assignee pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender, and if such Lender were an Issuer, of such Issuer
hereunder and thereunder, and (ii) the assignor thereunder shall, to the
extent that rights and obligations under this Agreement have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights (except for
those surviving the payment in full of the Obligations) and be released from its
obligations under the applicable Loan Documents, other than those relating to
events or circumstances occurring prior to such assignment (and, in the case of
an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender’s rights and obligations under the applicable Loan Documents,
such Lender shall cease to be a party hereto).

       

      (c)           Each
Administrative Agent shall maintain at its address referred to in Section 11.9 (Notices, Etc.)
a copy of each Assignment and Acceptance delivered to and 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      accepted
by it and a register for the recording of the names and addresses of the
applicable Lenders and the Issuers and the Commitments of and principal amount
of the Loans and Letter of Credit Obligations (specifying the Reimbursement
Obligations) owing to each Lender and each Issuer from time to time (each, a
“Register”).  Any
assignment pursuant to this
Section 11.2 shall not be effective until such assignment is recorded in
the applicable Register.  For tax purposes only, each Administrative
Agent shall act as the Borrowers’ agent for purposes of maintaining the
applicable Register and such notations of assignment in such Register, subject
to the standard of care set forth in the first sentence of Section 10.2 (Agent’s Reliance,
Etc.).  The entries in each Register shall be conclusive and
binding for all purposes, absent manifest error, and the Loan Parties, the
Agents, the Lenders and the Issuers shall treat each Person whose name is
recorded in each Register as a Lender or as an Issuer, as the case may be, for
all purposes of this Agreement.  Each Register shall be available for
inspection by the Borrowers, any Agent or any Lender at any reasonable time and
from time to time upon reasonable prior notice.

       

      (d)           Upon
its receipt of an Assignment and Acceptance executed by an assigning Lender and
an assignee, the applicable Administrative Agent shall, if such Assignment and
Acceptance has been completed, (i) accept such Assignment and Acceptance,
(ii) record the information contained therein in the applicable Register
and (iii) give prompt notice thereof to the Borrowers.  Within
five Business Days after its receipt of such notice, the Borrowers, at their own
expense, shall, if requested by such assignee, execute and deliver to the
applicable Administrative Agent new Notes to the order of such assignee in an
amount equal to the applicable Commitments and Loans assumed by it pursuant to
such Assignment and Acceptance and, if the assigning Lender has surrendered any
Note for exchange in connection with the assignment and has retained the
applicable Commitments or Loans hereunder, new Notes to the order of the
assigning Lender in an amount equal to the Commitments and Loans retained by it
hereunder.  Such new Notes shall be dated the same date as the
surrendered Notes and be in substantially the form of Exhibit B-1 (Form of Revolving
Credit Note), Exhibit B-2 (Form of Term Loan Note) or Exhibit B-3
(Form of New Money DIP Term Loan Note) or Exhibit B-4 (Form of Roll-Up
Note), as applicable.

       

      (e)           In
addition to the other assignment rights provided in this Section 11.2, each Lender
may do each of the following:

       

      (i)           grant
to a Special Purpose Vehicle the option to make all or any part of any Loan that
such Lender would otherwise be required to make hereunder and the exercise of
such option by any such Special Purpose Vehicle and the making of Loans pursuant
thereto shall satisfy (once and to the extent that such Loans are made) the
obligation of such Lender to make such Loans thereunder; provided, however, that
(x) nothing herein shall constitute a commitment or an offer to commit by
such a Special Purpose Vehicle to make Loans hereunder and no such Special
Purpose Vehicle shall be liable for any indemnity or other Obligation (other
than the making of Loans for which such Special Purpose Vehicle shall have
exercised an option, and then only in accordance with the relevant option
agreement) and (y) such Lender’s obligations under the Loan Documents shall
remain unchanged, such Lender shall remain responsible to the other parties for
the performance of its obligations under the terms of this Agreement and shall
remain the holder of the Obligations for all purposes hereunder;
and

       

      
        
          
          

        

        
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      (ii)           assign,
as collateral any of its rights under this Agreement, whether now owned or
hereafter acquired (including rights to payments of principal or interest on the
Loans), to (A) without notice to or consent of the applicable
Administrative Agent or the Borrowers, any Federal Reserve Bank (pursuant to
Regulation A of the Federal Reserve Board) and (B) without consent of the
applicable Administrative Agent or the Borrowers, (1) any holder of, or
trustee for the benefit of, the holders of such Revolving Credit Lender’s
Securities and (2) any Special Purpose Vehicle to which such Revolving
Credit Lender has granted an option pursuant to clause (i)
above;

       

      provided, however, that no such
assignment or grant shall release such Revolving Credit Lender from any of its
obligations hereunder except as expressly provided in clause (i) above and
except, in the case of a subsequent foreclosure pursuant to an assignment as
collateral, if such foreclosure is made in compliance with the other provisions
of this Section 11.2
other than this clause (e) or clause (f)
below.  Each party hereto acknowledges and agrees that, prior
to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior debt of any such Special Purpose
Vehicle, such party shall not institute against, or join any other Person in
instituting against, any Special Purpose Vehicle that has been granted an option
pursuant to this clause (e) any
bankruptcy, reorganization, insolvency or liquidation proceeding (such agreement
shall survive the payment in full of the Obligations).  The terms of
the designation of, or assignment to, such Special Purpose Vehicle shall not
restrict such Lender’s ability to, or grant such Special Purpose Vehicle the
right to, consent to any amendment or waiver to this Agreement or any other Loan
Document or to the departure by the Borrowers from any provision of this
Agreement or any other Loan Document without the consent of such Special Purpose
Vehicle except, as long as the applicable Administrative Agent and the Lenders,
Issuers and other Secured Parties shall continue to, and shall be entitled to
continue to, deal solely and directly with such Lender in connection with such
Lender’s obligations under this Agreement, to the extent any such consent would
reduce the principal amount of, or the rate of interest on, any Obligations,
amend this clause (e) or postpone
any scheduled date of payment of such principal or interest.  Each
Special Purpose Vehicle shall be subject to the provisions of Section 2.16 and Section 2.17 and of Section 2.15(d) as if it
were such Lender; provided, however, that anything herein
to the contrary notwithstanding, no Borrower shall, at any time, be obligated to
make under Section
2.16, Section
2.17 or Section
2.14 to any such Special Purpose Vehicle and any such Lender any payment
in excess of the amount such Borrower would have been obligated to pay to such
Lender in respect of such interest if such Special Purpose Vehicle had not been
assigned the rights of such Lender hereunder; and provided, further, that such Special
Purpose Vehicle shall have no direct right to enforce any of the terms of this
Agreement against such Borrower, the applicable Administrative Agent or the
other Lenders.

       

      (f)           Each
Lender may sell participations to one or more Persons in or to all or a portion
of its rights and obligations under the applicable Loan Documents (including all
its rights and obligations with respect to the Term Loans, Revolving Loans,
Letters of Credit and DIP Loans, as applicable).  The terms of such
participation shall not, in any event, require the participant’s consent to any
amendments, waivers or other modifications of any provision of any Loan
Documents, the consent to any departure by any Loan Party therefrom, or to the
exercising or refraining from exercising any powers or rights such Lender may
have under or in respect of the applicable Loan Documents (including the right
to enforce the obligations of the Loan Parties), except if any such amendment,
waiver or other modification or consent would (i) reduce 

       

      
        
          
          

        

        
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      the
amount, or postpone any date fixed for, any amount (whether of principal,
interest or fees) payable to such participant under the applicable Loan
Documents, to which such participant would otherwise be entitled under such
participation or (ii) result in the release of all or substantially all of
the Collateral other than in accordance with Section 10.8(c) or
10.8A(c).  In the event of the sale of any participation by any
Lender, (w) such Lender’s obligations under the applicable Loan Documents
shall remain unchanged, (x) such Lender shall remain solely responsible to
the other parties for the performance of such obligations, (y) such Lender
shall remain the holder of such applicable Obligations for all purposes of this
Agreement and (z) the Borrowers, the applicable Administrative Agent and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this
Agreement.  Each participant shall be subject to the provisions of
Section 2.16 and Section 2.17 and of Section 2.15(d) or Section 2.12.A and Section 2.13.A and of
Section 2.11.A(d),
as applicable, as if it were a Lender; provided, however, that anything herein
to the contrary notwithstanding, no Borrower shall, at any time, be obligated to
make under Section 2.16
(Capital
Adequacy)and Section
2.17 (Taxes) or Section 2.15(d) (Illegality), Section 2.12.A (Capital
Adequacy) and Section 2.13.A
(Taxes) or Section 2.11.A
(Illegality), as applicable, to the participants in
the rights and obligations of any applicable Lender (together with such
applicable Lender) any payment in excess of the amount such Borrower would have
been obligated to pay to such Lender in respect of such interest had such
participation not been sold and provided, further, that such
participant in the rights and obligations of such Lender shall have no direct
right to enforce any of the terms of this Agreement against the Borrowers, the
applicable Agents or the other applicable Lenders.

       

      (g)           Any
Issuer may at any time assign its rights and obligations hereunder to any other
Lender by an instrument in form and substance satisfactory to the Borrowers, the
Prepetition Administrative Agent, such Issuer and such Lender, subject to the
provisions under Section 11.2(c) relating
to notations of transfer in the Register.  If any Issuer ceases to be
a Lender hereunder by virtue of any assignment made pursuant to this Section 11.2, then, as of
the effective date of such cessation, such Issuer’s obligations to Issue Letters
of Credit pursuant to Section
2.4 (Letters of Credit) shall terminate and such Issuer shall be an
Issuer hereunder only with respect to outstanding Letters of Credit issued prior
to such date.

       

      (h)           For
purposes of this Section
11.2, with respect to each Letter of Credit, if an Issuer transfer its
rights with respect to the Borrowers’ Reimbursement Obligation with respect to a
Letter of Credit, such Issuer shall give notice of such transfer to the
Prepetition Administrative Agent for notation in the Register.

       

      Section
11.3             German
Parallel Debt to the Administrative Agent

       

      (a)           Each
of the Loan Parties (for the purpose of this Section 11.3, the “Obligors”) hereby agree and
covenant with the Prepetition Administrative Agent by way of an abstract
acknowledgement of debt that each of them shall pay to the Prepetition
Administrative Agent sums equal to, and in the currency of, any sums owing by it
to a Secured Party under any applicable Loan Document (for the purpose of this
Section 11.3, the
“Principal
Obligations”) as and when the same fall due for payment under the
relevant Loan Document (for the purpose of this Section 11.3, the “Parallel
Obligations”).

       

      
        
          
          

        

        
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      (b)           The
Prepetition Administrative Agent shall have its own independent right to demand
payment of the Parallel Obligations by the Obligors.  The rights of
the Secured Parties to receive payment of the Principal Obligations are several
from the rights of the Prepetition Administrative Agent to receive the Parallel
Obligations provided that the payment by an Obligor of its Parallel Obligations
to the Prepetition Administrative Agent in accordance with this Section 11.3 shall be a
good discharge of the corresponding Principal Obligations and the payment by an
Obligor of its corresponding Principal Obligations in accordance with the
provisions of the applicable Loan Documents shall be a valid discharge of the
relevant Parallel Obligations.  In the event of a valid discharge of
the Principal Obligations, the Prepetition Administrative Agent shall not be
entitled to further demand payment of the corresponding Parallel Obligations and
such Parallel Obligations shall cease to exist.  This shall apply
accordingly in the event of a valid discharge of the Parallel Obligations to the
corresponding Principal Obligations.

       

      (c)           Despite
the foregoing, any payment under the Loan Documents shall be made as provided in
and in accordance with this Agreement.

       

      Section
11.3.A          German
Parallel Debt to the DIP Administrative Agent

       

      (a)           Each
of the DIP Loan Parties (for the purpose of this Section 11.3.A, the
“Obligors”) hereby
agree and covenant with the DIP Administrative Agent by way of an abstract
acknowledgement of debt that each of them shall pay to the DIP Administrative
Agent sums equal to, and in the currency of, any sums owing by it to a Secured
DIP Party under any applicable DIP Loan Document (for the purpose of this Section 11.3.A, the
“Principal DIP
Obligations”) as and when the same fall due for payment under the
relevant DIP Loan Document (for the purpose of this Section 11.3.A, the
“Parallel DIP
Obligations”).

       

      (b)           The
DIP Administrative Agent shall have its own independent right to demand payment
of the Parallel DIP Obligations by the Obligors.  The rights of the
Secured DIP Parties to receive payment of the Principal DIP Obligations are
several from the rights of the DIP Administrative Agent to receive the Parallel
DIP Obligations provided that the payment by an Obligor of its Parallel DIP
Obligations to the DIP Administrative Agent in accordance with this Section 11.3.A shall be
a good discharge of the corresponding Principal DIP Obligations and the payment
by an Obligor of its corresponding Principal DIP Obligations in accordance with
the provisions of the applicable DIP Loan Documents shall be a valid discharge
of the relevant Parallel DIP Obligations.  In the event of a valid
discharge of the Principal DIP Obligations, the DIP Administrative Agent shall
not be entitled to further demand payment of the corresponding Parallel DIP
Obligations and such Parallel DIP Obligations shall cease to
exist.  This shall apply accordingly in the event of a valid discharge
of the Parallel DIP Obligations to the corresponding Principal DIP
Obligations.

       

      (c)           Despite
the foregoing, any payment under the DIP Loan Documents shall be made as
provided in and in accordance with this Agreement.

       

      Section
11.4              Costs
and Expenses

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      (a)           The
U.S. Borrower agrees upon demand to pay, or reimburse each Prepetition Agent for
(and, to the extent directly attributable to the Prepetition Loans provided to
the Luxembourg Borrower, the Luxembourg Borrower shall jointly and severally
with the U.S. Borrower be obligated to pay), all of such Prepetition Agent’s
reasonable and documented out-of-pocket audit, legal, appraisal, valuation,
filing, document duplication and reproduction and investigation expenses and for
all other reasonable and documented costs and expenses of every type and nature
(including, without limitation, internal costs of such Prepetition Agent
incurred on a per diem
basis, the reasonable fees, expenses and disbursements of the Prepetition
Agents’ counsel, local legal counsel, auditors, accountants, appraisers,
printers, insurance and environmental advisors, and other consultants and
agents) incurred by such Prepetition Agent in connection with any of the
following: (i) the Prepetition Administrative Agent’s audit and
investigation of the U.S. Borrower or any of its Subsidiaries in connection with
the preparation, negotiation or execution of any Prepetition Loan Document or
the Prepetition Administrative Agent’s periodic audits of the U.S. Borrower or
any of its Subsidiaries, as the case may be, (ii) the preparation,
negotiation, execution or interpretation of this Agreement (including, without
limitation, the satisfaction or attempted satisfaction of any condition set
forth in Article III
(Conditions To Loans
And Letters Of Credit), any applicable Prepetition Loan Document or any
proposal letter or commitment letter issued in connection therewith, or the
making of the Prepetition Loans hereunder, (iii) the creation, perfection
or protection of the Liens under any applicable Prepetition Loan Document
(including any reasonable fees, disbursements and expenses for local counsel in
various jurisdictions), (iv) the ongoing administration of this Agreement
and the Prepetition Loans, including consultation with attorneys in connection
therewith and with respect to each Prepetition Agent’s rights and
responsibilities hereunder and under the other applicable Prepetition Loan
Documents, (v) the protection, collection or enforcement of any Prepetition
Obligation or the enforcement of any Prepetition Loan Document, (vi) the
commencement, defense or intervention in any court proceeding relating in any
way to the Prepetition Obligations, any Prepetition Loan Party, any of the U.S.
Borrower’s Subsidiaries, the Related Documents, this Agreement or any other
Prepetition Loan Document, (vii) the response to, and preparation for, any
subpoena or request for document production with which any Prepetition Agent is
served or deposition or other proceeding in which such Prepetition Agent is
called to testify, in each case, relating in any way to the Prepetition
Obligations, any Prepetition Loan Party, any of the U.S. Borrower’s
Subsidiaries, the Related Documents, this Agreement or any other Prepetition
Loan Document, (viii) any amendment, consent, waiver, assignment,
restatement, or supplement to any Prepetition Loan Document or the preparation,
negotiation, and execution of the same or (ix) hedging contracts or
contracts set forth in Section 2.13(e)
(Fees).

       

      (b)           The
U.S. Borrower further agrees to pay or reimburse each Prepetition Agent (and, to
the extent directly attributable to the Prepetition Loans provided to the
Luxembourg Borrower, the Luxembourg Borrower shall jointly and severally with
the U.S. be obligated to pay), Prepetition Lender and Issuer upon demand for all
reasonable and documented out-of-pocket costs and expenses, including, without
limitation, reasonable attorneys’ fees (including allocated costs of internal
counsel and costs of settlement), incurred by such Prepetition Agent,
Prepetition Lender or Issuer in connection with any of the
following:  (i) in enforcing any Prepetition Loan Document or
Prepetition Obligation or any security therefore or exercising or enforcing any
other right or remedy available by reason of an Event of Default, (ii) in
connection with any refinancing or restructuring of the credit arrangements
provided 

       

      
        
          
          

        

        
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      hereunder
in the nature of a “work-out” or in any
insolvency or bankruptcy proceeding, (iii) in commencing, defending or
intervening in any litigation or in filing a petition, complaint, answer, motion
or other pleadings in any legal proceeding relating to the Prepetition
Obligations, any Prepetition Loan Party, any of the Borrowers’ Subsidiaries and
related to or arising out of the transactions contemplated hereby or by any
other Prepetition Loan Document or Related Document or (iv) in taking any
other action in or with respect to any suit or proceeding (bankruptcy or
otherwise) described in clause (i), (ii) or (iii) above.

       

      Section
11.4.A                                Costs
and Expenses

       

      (a)           The
Borrowers agree upon demand to pay, or reimburse each DIP Agent for, all of such
DIP Agent’s reasonable and documented out-of-pocket audit, legal, appraisal,
valuation, filing, document duplication and reproduction and investigation
expenses and for all other reasonable and documented (pursuant to summary form
invoices which may be redacted for privileged information) costs and expenses of
every type and nature (including internal costs of such DIP Agent incurred on a
per diem basis, the
reasonable fees, expenses and disbursements of the DIP Lenders Advisors,
auditors, accountants, appraisers, printers, insurance and environmental
advisors, and other consultants and agents) incurred by such DIP Agent in
connection with any of the following: (i) the DIP Administrative Agent’s
audit and investigation of the Debtors or any of their Subsidiaries in
connection with the preparation, negotiation or execution of any DIP Loan
Document or the DIP Administrative Agent’s periodic audits of the Debtors or any
of their Subsidiaries, as the case may be, (ii) the preparation,
negotiation, execution or interpretation of this Agreement (including the
satisfaction or attempted satisfaction of any condition set forth in Sections 3.4 through 3.7),
any applicable DIP Loan Document, any applicable Prepetition Loan Document or
any proposal letter or commitment letter issued in connection therewith, or the
making of the DIP Loans hereunder, (iii) the creation, perfection or
protection of the Liens under any applicable DIP Loan Document or any
Prepetition Loan Document (including any reasonable fees, disbursements and
expenses for local counsel in various jurisdictions), (iv) the ongoing
administration of this Agreement and the DIP Loans, including consultation with
attorneys in connection therewith and with respect to each DIP Agent’s rights
and responsibilities hereunder and under the other applicable DIP Loan
Documents, (v) the protection, collection or enforcement of any DIP
Obligation or the enforcement of any DIP Loan Document, (vi) the
commencement, defense or intervention in any court proceeding relating in any
way to the DIP Obligations, any DIP Loan Party, any of the Debtors’
Subsidiaries, the Related Documents, this Agreement or any other DIP Loan
Document or any Prepetition Loan Document (including the Cases), (vii) the
response to, and preparation for, any subpoena or request for document
production with which any DIP Agent is served or deposition or other proceeding
in which such DIP Agent is called to testify, in each case, relating in any way
to the DIP Obligations, any DIP Loan Party, any of the Debtors’ Subsidiaries,
the Related Documents, this Agreement or any other DIP Loan Document, any
Prepetition Loan Document or the Cases, or (viii) any amendment, consent,
waiver, assignment, restatement, or supplement to any DIP Loan Document or any
Prepetition Loan Document or the preparation, negotiation, and execution of the
same or (ix) hedging contracts or contracts set forth in Section 2.13.A (e) (Fees)
.

       

      (b)           The
Borrowers further agree to pay or reimburse each DIP Agent and DIP Lender upon
demand for all reasonable and documented (pursuant to summary form invoices


       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      which
may be redacted for privileged information) out-of-pocket costs and expenses,
including reasonable attorneys’ fees (including allocated costs of internal
counsel and costs of settlement), incurred by such DIP Agent or DIP Lender in
connection with any of the following:  (i) in enforcing any DIP
Loan Document or DIP Obligation or any security therefore or exercising or
enforcing any other right or remedy available by reason of a Default or Event of
Default, (ii) in connection with any refinancing or restructuring of the
credit arrangements provided hereunder in the nature of a “work-out” or in any
insolvency or bankruptcy proceeding, (iii) in commencing, defending or
intervening in any litigation or in filing a petition, complaint, answer, motion
or other pleadings in any legal proceeding relating to the DIP Obligations, any
DIP Loan Party, any of the Debtors’ Subsidiaries and related to or arising out
of the transactions contemplated hereby or by any other DIP Loan Document or
Related Document or (iv) in taking any other action in or with respect to
any suit or proceeding (bankruptcy or otherwise) described in clause (i), (ii) or (iii) above (including
the Cases).

       

      Section
11.5            Indemnities

       

      (a)           The
U.S. Borrower agrees to indemnify and hold harmless each Prepetition
Agent,  Arranger, Prepetition Lender and Issuer and each of their
respective Affiliates, and each of the directors, officers, employees, agents,
representative, attorneys, consultants and advisors of or to any of the
foregoing (including those retained in connection with the satisfaction or
attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of
Credit)) (each such Person being an “Indemnitee”) from and against
any and all claims, damages, liabilities, obligations, losses, penalties,
actions, judgments, suits, costs, disbursements and expenses of any kind or
nature (including reasonable fees, disbursements and expenses of financial and
legal advisors to any such Indemnitee) that may be imposed on, incurred by or
asserted against any such Indemnitee in connection with or arising out of any
investigation, litigation or proceeding, whether or not any such Indemnitee is a
party thereto, whether direct, indirect, or consequential and whether based on
any federal, state or local law or other statutory regulation, securities or
commercial law or regulation, or under common law or in equity, or on contract,
tort or otherwise, in any manner relating to or arising out of this Agreement,
any other Prepetition Loan Document, any Prepetition Obligation, any Letter of
Credit, any Disclosure Document, any Related Document, or any act, event or
transaction related or attendant to any thereof, or the use or intended use of
the proceeds of the Prepetition Loans or Letters of Credit or in connection with
any investigation of any potential matter covered hereby (collectively, the
“Indemnified Matters”);
provided, however, that the Borrowers
shall not have any obligation under this Section 11.5A to an
Indemnitee with respect to any Indemnified Matter caused by or resulting from
the gross negligence or willful misconduct of that Indemnitee, as determined by
a court of competent jurisdiction in a final non-appealable judgment or
order.  Without limiting the foregoing, “Indemnified Matters” include
(i) all Environmental Liabilities and Costs arising from or connected with
the past, present or future operations of the Borrowers or any of their
respective Subsidiaries involving any property subject to a Collateral Document,
or damage to real or personal property or natural resources or harm or injury
alleged to have resulted from any Release of Contaminants on, upon or into such
property or any contiguous real estate, (ii) any costs or liabilities
incurred in connection with any Remedial Action concerning any Borrower or any
of its Subsidiaries, (iii) any costs or liabilities incurred in connection
with any Environmental Lien and (iv) any costs or liabilities incurred in
connection with any other matter under any Environmental Law, including the
Comprehensive Environmental Response, 

       

      
        
          
          

        

        
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COMPOSITE VERSION

        

      

       

      Compensation
and Liability Act of 1980, (49 U.S.C. § 9601 et seq.) and applicable state
property transfer laws, whether, with respect to any such matter, such
Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in
possession, the successor in interest to the Borrowers or any of their
respective Subsidiaries, or the owner, lessee or operator of any property of any
Borrower or any of their respective Subsidiaries by virtue of foreclosure,
except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the
extent (x) incurred following foreclosure by any Prepetition Agent, any
Prepetition Lender or any Issuer, or any Prepetition Agent, any Prepetition
Lender or any Issuer having become the successor in interest to the Borrowers or
any of their respective Subsidiaries and (y) attributable solely to acts of
such Prepetition Agent, such Prepetition Lender or such Issuer or any agent on
behalf of such Prepetition Agent, such Prepetition Lender or such
Issuer.

       

      (b)           The
U.S. Borrower shall indemnify each Prepetition Agent, the Prepetition Lenders
and each Issuer for, and hold each Prepetition Agent, the Prepetition Lenders
and each Issuer harmless from and against, any and all claims for brokerage
commissions, fees and other compensation made against the Prepetition Agents,
the Prepetition Lenders and the Issuers for any broker, finder or consultant
with respect to any agreement, arrangement or understanding made by or on behalf
of any Prepetition Loan Party or any of its Subsidiaries in connection with the
transactions contemplated by this Agreement.

       

      (c)           The
U.S. Borrower, at the request of any Indemnitee, shall have the obligation to
defend against such investigation, litigation or proceeding or requested
Remedial Action with legal counsel of the U.S. Borrower’s choice (which counsel
shall be reasonably satisfactory to such Indemnitee), and the U.S. Borrower, in
any event, may participate in the defense thereof with legal counsel of the U.S.
Borrower’s choice.  In the event that such Indemnitee requests the
U.S. Borrower to defend against such investigation, litigation or proceeding or
requested Remedial Action, the U.S. Borrower shall promptly do so and, at such
Indemnitee’s expense, such Indemnitee shall have the right to have legal counsel
of its choice participate in such defense.  No action taken by legal
counsel chosen by such Indemnitee in defending against any such investigation,
litigation or proceeding or requested Remedial Action, shall vitiate or in any
way impair the U.S. Borrower’s obligation and duty hereunder to indemnify and
hold harmless such Indemnitee.

       

      (d)           The
U.S. Borrower agrees that any indemnification or other protection provided to
any Indemnitee pursuant to the Existing Credit Agreement (including pursuant to
Section 11.5 thereof)
or any other Prepetition Loan Document (as defined in the Existing Credit
Agreement and each an “Existing Loan Document”)
shall survive the effectiveness of this Agreement and any indemnification or
other protection provided to any Indemnitee pursuant to the Existing Credit
Agreement, any other Existing Loan Document, this Agreement (including pursuant
to this Section 11.5) or any
other Prepetition Loan Document shall (i) survive payment in full of the
Prepetition Obligations and (ii) inure to the benefit of any Person that
was at any time an Indemnitee under the Existing Credit Agreement, any other
Existing Prepetition Loan Document, this Agreement or any other Prepetition Loan
Document.

       

      Section
11.5.A         Indemnities – DIP
Facilities

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      (a)           Holdings
and the Borrowers agree to indemnify and hold harmless each DIP Agent, DIP Lead
Arranger and DIP Lender and each of their respective Affiliates, and each of the
directors, officers, employees, agents, representative, attorneys, consultants
and advisors of or to any of the foregoing (including those retained in
connection with the satisfaction or attempted satisfaction of any condition set
forth in Article III
(Conditions To Loans
And Letters Of Credit)) (each such Person being an “Indemnitee”) from and against
any and all claims, damages, liabilities, obligations, losses, penalties,
actions, judgments, suits, costs, disbursements and expenses of any kind or
nature (including reasonable fees, disbursements and expenses of financial and
legal advisors to any such Indemnitee) that may be imposed on, incurred by or
asserted against any such Indemnitee in connection with or arising out of any
investigation, litigation or proceeding, whether or not any such Indemnitee is a
party thereto, whether direct, indirect, or consequential and whether based on
any federal, state or local law or other statutory regulation, securities or
commercial law or regulation, or under common law or in equity, or on contract,
tort or otherwise, in any manner relating to or arising out of this Agreement,
any other DIP Loan Document, any DIP Obligation, any Disclosure Document, any
Related Document, or any act, event or transaction related or attendant to any
thereof, or the use or intended use of the proceeds of the DIP Loans or in
connection with any investigation of any potential matter covered hereby
(collectively, the “Indemnified Matters”); provided, however, that the Borrowers
shall not have any obligation under this Section 11.5 to an
Indemnitee with respect to any Indemnified Matter caused by or resulting from
the gross negligence or willful misconduct of that Indemnitee, as determined by
a court of competent jurisdiction in a final non-appealable judgment or
order.  Without limiting the foregoing, “Indemnified Matters” include
(i) all Environmental Liabilities and Costs arising from or connected with
the past, present or future operations of the Obligors or any of their
respective Subsidiaries involving any property subject to a Collateral Document,
or damage to real or personal property or natural resources or harm or injury
alleged to have resulted from any Release of Contaminants on, upon or into such
property or any contiguous real estate, (ii) any costs or liabilities
incurred in connection with any Remedial Action concerning any Obligor or any of
its Subsidiaries, (iii) any costs or liabilities incurred in connection
with any Environmental Lien and (iv) any costs or liabilities incurred in
connection with any other matter under any Environmental Law, including the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
(49 U.S.C. § 9601 et
seq.) and applicable state property transfer laws, whether, with respect
to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold
mortgage, a mortgagee in possession, the successor in interest to any Obligor or
any of their respective Subsidiaries, or the owner, lessee or operator of any
property of any Obligor or any of their respective Subsidiaries by virtue of
foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the
extent (x) incurred following foreclosure by any DIP Agent, any DIP Lender,
or any DIP Agent or any DIP Lender having become the successor in interest to
any Obligor or any of their respective Subsidiaries and (y) attributable
solely to acts of such DIP Agent or such DIP Lender or any agent on behalf of
such DIP Agent or such DIP Lender.

       

      (b)           Holdings
and the Borrowers shall indemnify each DIP Agent and the DIP Lenders for, and
hold each DIP Agent and the DIP Lenders harmless from and against, any and all
claims for brokerage commissions, fees and other compensation made against the
DIP Agents and the DIP Lenders for any broker, finder or consultant with respect
to any agreement, arrangement or understanding made by or on behalf of any
Debtor or any of its Subsidiaries in connection with the transactions
contemplated by this Agreement.

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      (c)           Holdings
and the Borrowers, at the request of any Indemnitee, shall have the obligation
to defend against such investigation, litigation or proceeding or requested
Remedial Action with legal counsel of the Debtor’s choice (which counsel shall
be reasonably satisfactory to such Indemnitee), and the Debtor, in any event,
may participate in the defense thereof with legal counsel of the Debtor’s
choice.  In the event that such Indemnitee requests the Debtor to
defend against such investigation, litigation or proceeding or requested
Remedial Action, the Debtor shall promptly do so and, at such Indemnitee’s
expense, such Indemnitee shall have the right to have legal counsel of its
choice participate in such defense.  No action taken by legal counsel
chosen by such Indemnitee in defending against any such investigation,
litigation or proceeding or requested Remedial Action, shall vitiate or in any
way impair the Debtors’ obligation and duty hereunder to indemnify and hold
harmless such Indemnitee.

       

      (d)           Holdings
and the Borrowers agree that any indemnification or other protection provided to
any Indemnitee pursuant to the Existing Credit Agreement (including pursuant to
Section 11.5A thereof)
or any other DIP Loan Document (as defined in the Existing Credit Agreement and
each an “Existing Loan
Document”) shall survive the effectiveness of this Agreement and any
indemnification or other protection provided to any Indemnitee pursuant to the
Existing Credit Agreement, any other Existing Loan Document, this Agreement
(including pursuant to this Section 11.5A) or any
other DIP Loan Document shall (i) survive payment in full of the DIP
Obligations and (ii) inure to the benefit of any Person that was at any
time an Indemnitee under the Existing Credit Agreement, any other Existing DIP
Loan Document, this Agreement or any other DIP Loan Document.

       

      Section
11.6             Limitation
of Liability

       

      (a)           The
Borrowers agree that no Indemnitee shall have any liability (whether direct or
indirect, in contract, tort or otherwise) to any Loan Party or any of their
respective Subsidiaries or any of their respective equity holders or creditors
for or in connection with the transactions contemplated hereby and in the other
Loan Documents and Related Documents, except to the extent any direct damages
(as opposed to special, indirect, consequential or punitive damages (including,
without limitation, any loss of profits, business or anticipated savings)) are
determined in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnitee’s gross negligence or willful
misconduct. Each of
Holdings and the Borrowers hereby waives, releases and agrees (each for itself
and on behalf of its Subsidiaries) not to sue upon any such claim for any
special, indirect, consequential or punitive damages, whether or not accrued and
whether or not known or suspected to exist in its favor.

       

      (b)           IN
NO EVENT SHALL ANY AGENT AFFILIATE HAVE ANY LIABILITY TO ANY LOAN PARTY, LENDER,
ISSUER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES
(WHETHER IN TORT OR CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY OR ANY
AGENT AFFILIATE’S TRANSMISSION OF APPROVED ELECTRONIC COMMUNICATIONS THROUGH THE
INTERNET OR ANY USE OF THE APPROVED ELECTRONIC PLATFORM, EXCEPT TO THE EXTENT
SUCH LIABILITY OF ANY AGENT AFFILIATE IS FOUND IN A FINAL NON-APPEALABLE
JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY


       

      
        
          
          

        

        
          239

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      FORM SUCH
AGENT AFFILIATE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

       

      Section
11.7            Right
of Set-off

       

      Upon
the occurrence and during the continuance of any Event of Default each Lender
and each Affiliate of a Lender is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender or its Affiliates
to or for the credit or the account of a Borrower against any and all of the
Obligations owing by such Borrower now or hereafter existing whether or not such
Lender shall have made any demand under this Agreement or any other Loan
Document and even though such Obligations may be unmatured.  Each
Lender agrees promptly to notify such Borrower after any such set-off and
application made by such Lender or its Affiliates; provided, however, that the failure to
give such notice shall not affect the validity of such set-off and
application.  The rights of each Lender under this Section 11.7 are in
addition to the other rights and remedies (including other rights of set-off)
that such Lender may have.

       

      Section
11.8            Sharing
of Payments, Etc.

       

      (a)           Subject
to the Collateral Sharing Agreement, if any Prepetition Lender obtains any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off or otherwise) of the Loans owing to it (other than a payment pursuant to
Section
2.1A(b)), any interest
thereon, fees in respect thereof or amounts due pursuant to Section 11.4 (Costs and
Expenses) or 11.5
(Indemnities) (other than payments pursuant to Section 2.15 (Special Provisions
Governing Eurocurrency Rate Loan), 2.16 (Capital Adequacy) or 2.17 (Taxes)) or otherwise
receives any Collateral or any “Proceeds” (as defined in the
Pledge and Security Agreement) of Collateral (other than payments pursuant to
Section 2.15) or Section 2.17) (in each case,
whether voluntary, involuntary, through the exercise of any right of set-off
(including pursuant to Section 11.7 (Right of
Set-off) or otherwise) in excess of its Ratable Portion of all payments
of such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall
forthwith purchase from the other Prepetition Lenders (each, a “Selling Lender”) such
participations in their Prepetition Loans or other Prepetition Obligations as
shall be necessary to cause such Purchasing Lender to share the excess payment
ratably with each of them. For the avoidance of doubt, after the Roll-Up Loan
Elevation Date, the Roll-Up Loans shall not be included in the Prepetition Loans
for the purposes of this Section 11.8.

       

      (b)           If
all or any portion of any payment received by a Purchasing Lender is thereafter
recovered from such Purchasing Lender, such purchase from each Selling Lender
shall be rescinded and such Selling Lender shall repay to the Purchasing Lender
the purchase price to the extent of such recovery together with an amount equal
to such Selling Lender’s ratable share (according to the proportion of
(i) the amount of such Selling Lender’s required repayment in relation to
(ii) the total amount so recovered from the Purchasing Lender) of any
interest or other amount paid or payable by the Purchasing Lender in respect of
the total amount so recovered.

       

      (c)           The
applicable Borrower agrees that any Purchasing Lender so purchasing a
participation from a Selling Lender pursuant to this Section 11.8 may, to the
fullest extent 

       

      
        
          
          

        

        
          240

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      permitted
by law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of such Borrower in the amount of such participation.

       

      Section
11.9             Notices,
Etc.

       

      All
notices, demands, requests and other communications provided for in this
Agreement shall be given in writing, or by any telecommunication device capable
of creating a written record (including electronic mail), and addressed to the
party to be notified as follows:

       

      (a)            if to the
Borrowers:

       

          Hayes-Lemmerz
International, Inc.

          15300
Centennial Drive

          Northville,
Michigan 48168

          Attention:  General
Counsel

          Telecopy
no:  (734) 737-2069

          E-Mail
Address:  pcauley@hayes-lemmerz.com

       

      (b)           if to any other Debtor, as
specified on the signature page to such Debtor’s DIP Subsidiary
Consent;

       

      (c)            if
to any Lender, at its Domestic Lending Office specified opposite its name on
Schedule II
(Applicable Lender Offices and Addresses for Notice) or on the signature page of
any applicable Assignment and Acceptance;

       

      (d)           if
to any Issuer, at the address set forth under its name on Schedule II (Applicable
Lender Offices and Addresses for Notice);

       

      (e)           if
to the Prepetition Administrative Agent or the Swing Loan Lender:

       

          Citicorp
North America, Inc.

          388 Greenwich
Street, 19th Floor

          New York, New
York 10013

          Attention:
Keith Gerding

          Telecopy no:
(212) 816-2513

          E-Mail
Address: keith.r.gerding@citigroup.com

          with a copy
to:

       

          Weil, Gotshal
& Manges LLP

          767 Fifth
Avenue

          New York, New
York  10153-0119

          Attention:  Douglas
Urquhart, Esq.

          Telecopy
no:  (212) 310-8007

          E-Mail
Address: douglas.urquhart@weil.com

       

      (f)            if
to the DIP Administrative Agent:

       

      
        
          
          

        

        
          241

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

          Deutsche Bank
AG New York Branch

          60 Wall
Street

          Mailstop
2710

          New York, New
York 10005

          Attention:  Erin
Morrissey

          Telephone
no.  (212) 250-1765

          Telecopy
no.:   (212) 797-5690

          E-Mail
Address:  erin.morrissey@db.com

          Attention:  Michael
Meagher

          Telephone
no.  (212) 250-2178

          Telecopy
no.:   (212) 797-5695

          E-Mail
Address:  michael.meagher@db.com

       

      with
a copy to:


       

          Milbank,
Tweed, Hadley & McCloy LLP

          Attention: L.
Douglas Harris

          Telecopy no:
(212) 530-5144

          E-Mail
Address: lharris@milbank.com

       

      or
at such other address as shall be notified in writing (x) in the case of
the Borrowers, the Agents and the Swing Loan Lender, to the other parties and
(y) in the case of all other parties, to the Borrowers and the
Agents.  All notices, demands, requests, consents and other
communications described in this Section 11.9 shall be
effective (i) if delivered by hand, including any overnight courier
service, upon personal delivery, (ii) if delivered by mail, when deposited
in the mails, (iii) if delivered by posting to an Approved Electronic
Platform (to the extent permitted by Section 10.3 (Posting of Approved Electronic
Communications) to be delivered thereunder), an Internet website or a
similar telecommunication device requiring a user prior access to such Approved
Electronic Platform, website or other device (to the extent permitted by Section 10.3 (Posting of Approved Electronic
Communications) to be delivered thereunder), when such notice, demand,
request, consent and other communication shall have been made generally
available on such Approved Electronic Platform, Internet website or similar
device to the class of Person being notified (regardless of whether any such
Person must accomplish, and whether or not any such Person shall have
accomplished, any action prior to obtaining access to such items, including
registration, disclosure of contact information, compliance with a standard user
agreement or undertaking a duty of confidentiality) and such Person has been
notified that such communication has been posted to the Approved Electronic
Platform and (iv) if delivered by electronic mail or any other
telecommunications device, when transmitted to an electronic mail address (or by
another means of electronic delivery) as provided in this Section 11.9; provided, however, that notices and
communications to the Administrative Agent pursuant to Article II (The ) or Article X (The Agents) shall not be
effective until received by the Administrative Agent

       

      (g)           Use of Electronic
Platform.  Notwithstanding clause (a) and (b) above (unless the
Administrative Agent requests that the provisions of clause (a) and (b) above be followed) and any
other provision in this Agreement or any other Loan Document providing for the
delivery of any Approved Electronic Communication by any other means the Loan
Parties 

       

      
        
          
          

        

        
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          CONFORMED
COMPOSITE VERSION

        

      

       

      shall
deliver all Approved Electronic Communications to the Administrative Agent by
properly transmitting such Approved Electronic Communications in an
electronic/soft medium in a format acceptable to the Administrative Agent to
oploanswebadmin@citigroup.com or such other electronic mail address (or similar
means of electronic delivery) as the Administrative Agent may notify the
Borrowers.  Nothing in this clause (g) shall prejudice the right
of the Administrative Agent or any Lender or Issuer to deliver any Approved
Electronic Communication to any Loan Party in any manner authorized in this
Agreement or to request that the Borrowers effect delivery in such
manner.

       

      Section
11.10          No
Waiver; Remedies

       

      No
failure on the part of any Lender, Issuer or Agent to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right.  The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.

       

      Section
11.11          Amendment
No. 2; Binding Effect

       

      (a)           The
terms and conditions of this Agreement and the Agents’, the Lenders’ and the
Issuers’ rights and remedies under this Agreement and the other Loan Documents
shall apply to all of the Obligations incurred under the Existing Credit
Agreement and the Notes issued thereunder.

       

      (b)           On
and after the Amendment No. 2 Effective Date, (i) all references to the
Existing Credit Agreement (or to any amendment or any amendment and restatement
thereof) in the Loan Documents (other than this Agreement) shall be deemed to
refer to the Existing Credit Agreement, as amended by Amendment No. 2,
(ii) all references to any section (or subsection) of the Existing
Credit Agreement or in any Loan Document (but not herein) shall be amended to
become, mutatis
mutandis, references to the corresponding provisions of this Agreement
and (iii) except as the context otherwise provides, on or after the
Amendment No 2 Effective Date, all references to this Agreement herein
(including for purposes of indemnification and reimbursement of fees) shall be
deemed to be reference to the Existing Credit Agreement, as amended by Amendment
No. 2.

       

      Section
11.12          Governing
Law

       

      This
Agreement and the rights and obligations of the parties hereto shall be governed
by, and construed and interpreted in accordance with, the law of the State of
New York, without application of conflict of law principles that would require
the application of the laws of another jurisdiction, except to the extent New
York law is superseded by the Bankruptcy Code.

       

      Section
11.13           Submission
to Jurisdiction; Service of Process

       

      (a)           Prior
to the closing or dismissal of all of the Cases, the Bankruptcy Court shall have
exclusive jurisdiction over any legal action or proceeding involving, related to
or arising out of this Agreement or any other Loan Document or, if the
Bankruptcy Court does not 

       

      
        
          
          

        

        
          243

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      have
or exercise jurisdiction, then such legal action or proceeding may be brought in
the courts of the State of New York or of the United States of America for the
Southern District of New York, and, by execution and delivery of this Agreement,
the Borrowers hereby accept for themselves and in respect of their property,
generally and unconditionally, the jurisdiction of the aforesaid
courts.  The parties hereto hereby irrevocably waive any objection,
including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them
may now or hereafter have to the bringing of any such action or proceeding in
such respective jurisdictions.

       

      (b)           The
Holdings and the Borrowers hereby irrevocably consent (and shall ensure that
their Subsidiaries consent) to the service of any and all legal process,
summons, notices and documents in any action or proceeding arising out of or in
connection with this Agreement or any Loan Document by the mailing (by
registered or certified mail, postage prepaid) or delivering of a copy of such
process to the applicable Debtors (or Subsidiaries) at their addresses specified
in Section 11.9 (Notices,
Etc.)  The Debtors agree (and shall ensure that their
Subsidiaries agree) that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.

       

      (c)           Nothing
contained in this Section 11.13 shall
affect the right of any Agent or any Lender to serve process in any other manner
permitted by law or commence legal proceedings or otherwise proceed against any
Debtor or any Subsidiary thereof in any other jurisdiction.

       

      (d)           If
for the purposes of obtaining judgment in any court it is necessary to convert a
sum due hereunder in Dollars 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
applicable Agent could purchase Dollars with such other currency at the spot
rate of exchange quoted by such Agent at 12:00 p.m. (New York time) on the
Business Day preceding that on which final judgment is given, for the purchase
of Dollars, for delivery two Business Days thereafter.

       

      Section
11.14           Waiver
of Jury Trial

       

      Each
of the parties hereto irrevocably waives trial by jury in any action or
proceeding with respect to this Agreement or any other Loan
Document.

       

      Section
11.15           Marshaling;
Payments Set Aside

       

      None
of the Agents, Lenders, Issuers or any other Secured Parties shall be under any
obligation to marshal any assets in favor of the Borrowers or any other party or
against or in payment of any or all of the Obligations.  To the extent
that the Obligors make a payment or payments to any Agent, Lender, Issuer or any
other Secured Party or any such Person receives payment from the proceeds of the
Collateral or exercise their rights of setoff, and such payment or payments or
the proceeds of such enforcement or setoff or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to a trustee, receiver or any other party, then to the extent of such
recovery, the obligation or part 

       

      
        
          
          

        

        
          244

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      thereof
originally intended to be satisfied, and all Liens, right and remedies
therefore, shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not
occurred.

       

      Section
11.16          Section Titles

       

      The
section titles contained in this Agreement are and shall be without substantive
meaning or content of any kind whatsoever and are not a part of the agreement
between the parties hereto, except when used to reference a
section.  Any reference to the number of a clause, sub-clause or
subsection hereof immediately followed by a reference in parenthesis to the
title of the Section containing such clause, sub-clause or subsection is a
reference to such clause, sub-clause or subsection and not to the entire
Section; provided,
however, that, in case
of direct conflict between the reference to the title and the reference to the
number of such Section, the reference to the title shall govern absent manifest
error.  If any reference to the number of a Section (but not to
any clause, sub-clause or subsection thereof) is followed immediately by a
reference in parenthesis to the title of a Section, the title reference shall
govern in case of direct conflict absent manifest error.

       

      Section
11.17           Execution
in Counterparts

       

      This
Agreement may be executed in any number of counterparts and by different parties
in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.  Signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are attached to the same document.  Delivery of an executed signature
page of this Agreement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart hereof.  A set of the
copies of this Agreement signed by all parties shall be lodged with the
Borrowers and the Agents.

       

      Section
11.18           Entire
Agreement

       

      This
Agreement, together with all of the other Loan Documents and all certificates
and documents delivered hereunder or thereunder, embodies the entire agreement
of the parties and supersedes all prior agreements and understandings relating
to the subject matter hereof. In the event of any conflict between the terms of
this Agreement and any other Loan Document, the terms of this Agreement shall
govern.

       

      Section
11.19           Confidentiality

       

      Each
Lender and each Agent agree to keep information obtained by it pursuant hereto
and the other Loan Documents confidential in accordance with such Lender’s or
such Agent’s, as the case may be, customary practices and agrees that it shall
only use such information in connection with the transactions contemplated by
this Agreement and not disclose any such information other than (a) to such
Lender’s or such Agent’s, as the case may be, employees, representatives, agents
and Affiliates that are or are expected to be involved in the evaluation of such
information in connection with the transactions contemplated by this Agreement
and are advised of the confidential nature of such information, (b) to the
extent such information presently is or hereafter becomes available to such
Lender or such Agent, as the case 

       

      
        
          
          

        

        
          245

          
            

          

        

        
          
          

        

      

       

      may
be, on a non-confidential basis from a source other than the Borrowers,
(c) to the extent disclosure is required by law, regulation or judicial
order or requested or required by bank regulators or auditors or (d) to
current or prospective assignees, participants and Special Purpose Vehicles
grantees of any option described in Section 11.2(f) (Assignments and
Participations), in each case, to the extent such assignees, participants
or grantees agree to be bound by the provisions of this Section
11.19.  Notwithstanding any other provision in this Agreement,
the Borrowers, Holdings and the Agents hereby agree that the Borrowers, Holdings
and the Agents (and each of their respective employees, representatives and
agents and each of the officers, directors, employees, accountants, attorneys
and other advisors of any of them) may disclose to any and all persons, without
limitation of any kind, the U.S. tax treatment and U.S. tax structure of the
Prepetition Facilities and the transactions contemplated hereby and all
materials of any kind (including opinions and other tax analyses) that are
provided to each of them  relating to such U.S. tax treatment and U.S.
tax structure.

       

      Section
11.20           Patriot
Act Notice.

       

      Each
Lender subject to the Patriot Act hereby notifies the Borrowers that, pursuant
to Section 326 of the Patriot Act, it is required to obtain, verify and
record information that identifies the Borrowers, including the name and address
of the Borrowers and other information that will allow such Lender to identify
the Borrowers in accordance with the Patriot Act.

       

      Section
11.21           Effect
of this Agreement.

       

      Nothing
in this Agreement limits or shall be construed as a waiver of the Lender’s
rights under any Order of the Bankruptcy Court and in the case of any conflict
between the express terms and provisions of this Agreement and the express terms
and provisions of any Order of the Bankruptcy Court, unless such term or
provision in the Bankruptcy Court Order is phrased as “as defined in” or “as
more fully described in” this Agreement, the terms and provisions of the Order
of the Bankruptcy Court shall govern.  Subject to the foregoing, any
extension of credit outstanding pursuant to an Order of the Bankruptcy Court on
the DIP Effective Date shall be subject to the terms and conditions hereof and
deemed as a DIP Loan hereunder.

       

      [Signature
Pages Follow]

       

      
        
          
          

        

        
          246

          
            

          

        

        
          
          

          CONFORMED
COMPOSITE VERSION

        

      

       

      In
Witness Whereof, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as the date
first above written.

       

      
        


         

        
          
            
              
                
                  
                    
                      
                        	 
      	
                                HLI
      Operating Company, Inc.,

                                        as U.S.
      Borrower

                                 

                              	 
      
	 
      	
                                By:

                              	
                                 

                              	 
      
	 
      	 
      	
                                Name: 

                              	 
      
	 
      	 
      	
                                Title:  

                              	 
      


                      

                    

                  

                

              

            

          

        

         

        
           

          
            
              
                
                  
                    
                      
                        	 
      	
                                
                                   

                                

                                
                                  Hayes
      Lemmerz Finance LLC–Luxembourg S.C.A.,

                                          as
      Luxembourg Borrower

                                   

                                

                              	 
      
	 
      	
                                By:

                              	
                                 

                              	 
      
	 
      	 
      	
                                Name:  

                              	 
      
	 
      	 
      	
                                Title:  

                              	 
      
	 
      	 
      	 
      	 
      


                      

                    

                  

                

              

            

          

           

        

        
           

          
            
              
                
                  
                    
                      
                        	 
      	
                                
                                   

                                

                                
                                  
                                    Hayes
      Lemmerz International, INC.,

                                            as
      Holdings

                                  

                                   

                                

                              	 
      
	 
      	
                                By:

                              	
                                 

                              	 
      
	 
      	 
      	
                                Name:  

                              	 
      
	 
      	 
      	
                                Title:  

                              	 
      
	 
      	 
      	 
      	 
      


                      

                    

                  

                

              

            

          



         

        
          
            
              [Signature page to third
amended and restated secured super-priority
Debtor in possession
credit agreement]

            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        
           

          
            
              
                
                  
                    
                      
                        	 
      	
                                
                                   

                                

                                
                                  
                                    Citicorp
      North America, INC.,

                                            as
      Agent, Swing Loan
      Lender, Lender
      and Issuer

                                  

                                   

                                

                              	 
      
	 
      	
                                By:

                              	
                                 

                              	 
      
	 
      	 
      	
                                Name:  

                              	 
      
	 
      	 
      	
                                Title:  

                              	 
      
	 
      	 
      	 
      	 
      


                      

                    

                  

                

              

            

          



         

        
          
            
              [Signature
Page to Second Amended and Restated Credit Agreement]

            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        


         

        
          
            
              
                
                  
                    
                      	 
      	
                              
                                 

                              

                              
                                
                                  General
      Electric Capital Corporation,

                                          as
      Lender

                                

                                 

                              

                            	 
      
	 
      	
                              By:

                            	
                               

                            	 
      
	 
      	 
      	
                              Name:  

                            	 
      
	 
      	 
      	
                              Title:  

                            	 
      
	 
      	 
      	 
      	 
      


                    

                  

                

              

            

          

        

      

      
         

        
 

        
          
            
              [Signature
Page to Second Amended and Restated Credit Agreement]

            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


         

        
          


           

          
            
              
                
                  
                    
                      
                        	 
      	
                                
                                   

                                

                                
                                  
                                    
                                      UBS
      Loan Finance LLC

                                    

                                            as
      Lender

                                  

                                   

                                

                              	 
      
	 
      	
                                By:

                              	
                                 

                              	 
      
	 
      	 
      	
                                Name:  

                              	 
      
	 
      	 
      	
                                Title:  

                              	 
      
	 
      	 
      	 
      	 
      


                      

                    

                  

                

              

            

          

          
            
              	 
      	
                      By:

                    	
                       

                    	 
      
	 
      	 
      	
                      Name:  

                    	 
      
	 
      	 
      	
                      Title:  

                    	 
      
	 
      	 
      	 
      


            



        

         

        
 

        
          
            
              [Signature
Page to Second Amended and Restated Credit Agreement]

            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
           

          
            
              
                
                  
                    
                      
                        	 
      	
                                
                                   

                                

                                
                                  
                                    
                                      Deutsche
      Bank AG New York. Branch,

                                    

                                            as
      Lender

                                  

                                   

                                

                              	 
      
	 
      	
                                By:

                              	
                                 

                              	 
      
	 
      	 
      	
                                Name:  

                              	 
      
	 
      	 
      	
                                Title:  

                              	 
      
	 
      	 
      	 
      	 
      


                      

                    

                  

                

              

            

          

        

         

        
           

           

          
            
              
                [Signature
Page to Second Amended and Restated Credit Agreement]

              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
               

              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    
                                       

                                    

                                    
                                      
                                        
                                          
                                            Deutsche
      Bank Securities INC.        

                                          

                                        

                                        
                                                  as
      Syndication Agent

                                        

                                      

                                       

                                    

                                  	 
      
	 
      	
                                    By:

                                  	
                                     

                                  	 
      
	 
      	 
      	
                                    Name:  

                                  	 
      
	 
      	 
      	
                                    Title:  

                                  	 
      
	 
      	 
      	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

             

          

           

        

      

       

      
        [Signature
Page to Second Amended and Restated Credit Agreement]