exv10w3







Exhibit 10.3




     THE LIEN CREATED BY THIS AGREEMENT ON THE PROPERTY DESCRIBED HEREIN IS JUNIOR AND SUBORDINATE
TO THE LIEN ON SUCH PROPERTY CREATED BY ANY SIMILAR INSTRUMENT NOW OR HEREAFTER GRANTED TO THE
FIRST PRIORITY REPRESENTATIVE, AND ITS SUCCESSORS AND ASSIGNS, IN SUCH PROPERTY, IN ACCORDANCE WITH
THE PROVISIONS OF THAT CERTAIN INTERCREDITOR AGREEMENT DATED AS OF AUGUST 4, 2009 AMONG BANK OF
AMERICA, N.A., AS FIRST PRIORITY ADMINISTRATIVE AGENT AND FIRST PRIORITY COLLATERAL AGENT, CREDIT
SUISSE, AS SECOND LIEN COLLATERAL AGENT, U.S. BANK NATIONAL ASSOCIATION, AS THIRD LIEN COLLATERAL
AGENT AND THE LOAN PARTIES REFERRED TO THEREIN, AS AMENDED FROM TIME TO TIME.




 




COMMERCIAL VEHICLE GROUP, INC.




as Borrower




the SUBSIDIARY GUARANTORS named herein




 





LOAN AND SECURITY AGREEMENT




Dated as of August 4, 2009




$16,800,000




 






CERTAIN FINANCIAL INSTITUTIONS,




as Lenders,




and




CREDIT SUISSE,




as Agent






 





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE	 	 	1	 
	Section 1.01
	 	Definitions	 	 	1	 
	Section 1.02
	 	Accounting Terms	 	 	39	 
	Section 1.03
	 	Uniform Commercial Code	 	 	39	 
	Section 1.04
	 	Certain Matters of Construction	 	 	39	 
	Section 1.05
	 	Certifications	 	 	40	 
	Section 1.06
	 	Times of Day	 	 	40	 
	 
	 	 	 	 	 	 
	Article 2 LOAN	 	 	40	 
	Section 2.01
	 	Term Loan Commitment	 	 	40	 
	Section 2.02
	 	Notes	 	 	41	 
	Section 2.03
	 	Funding Authorization	 	 	41	 
	Section 2.04
	 	Interest	 	 	41	 
	Section 2.05
	 	Calculation of Interest	 	 	41	 
	Section 2.06
	 	Defaulted Interest	 	 	41	 
	Section 2.07
	 	Excess Interest	 	 	41	 
	Section 2.08
	 	Other Fees and Expenses	 	 	42	 
	Section 2.09
	 	Repayments	 	 	42	 
	Section 2.10
	 	Voluntary Prepayments of the Term Loans	 	 	43	 
	Section 2.11
	 	Mandatory Prepayments of the Term Loans	 	 	43	 
	Section 2.12
	 	Maturity	 	 	44	 
	Section 2.13
	 	Loan Accounts	 	 	44	 
	Section 2.14
	 	Taxes	 	 	44	 
	Section 2.15
	 	Liability Unconditional	 	 	47	 
	 
	 	 	 	 	 	 
	Article 3 REPRESENTATIONS AND WARRANTIES	 	 	47	 
	Section 3.01
	 	General Representations and Warranties	 	 	47	 
	Section 3.02
	 	Complete Disclosure	 	 	53	 
	 
	 	 	 	 	 	 
	Article 4 COVENANTS	 	 	53	 
	Section 4.01
	 	Repayment of the Term Loans	 	 	53	 
	Section 4.02
	 	SEC Reports	 	 	53	 
	Section 4.03
	 	Limitation on Indebtedness	 	 	54	 
	Section 4.04
	 	Limitation on Restricted Payments	 	 	57	 
	Section 4.05
	 	Limitation on Restrictions on Distributions from Restricted Subsidiaries	 	 	59	 
	Section 4.06
	 	Limitation on Sales of Assets and Subsidiary Stock	 	 	60	 
	Section 4.07
	 	Limitation on Affiliate Transactions	 	 	61	 
	Section 4.08
	 	Limitation on Line of Business	 	 	63	 
	Section 4.09
	 	[Intentionally omitted]	 	 	63	 
	Section 4.10
	 	Limitation on Liens	 	 	63	 
	Section 4.11
	 	Limitation on Sale/Leaseback Transactions	 	 	63	 
	Section 4.12
	 	Future Guarantors	 	 	63	 
	Section 4.13
	 	Compliance Certificate	 	 	63	 






i








 








	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 4.14
	 	Limitation on Issuances and Sales of Capital Stock of Wholly Owned Subsidiaries	 	 	64	 
	Section 4.15
	 	Impairment of Security Interest	 	 	64	 
	Section 4.16
	 	After-Acquired Property	 	 	64	 
	Section 4.17
	 	Further Instruments and Acts	 	 	64	 
	Section 4.18
	 	Mergers and Transfer Assets	 	 	64	 
	Section 4.19
	 	Amendment to Other Debt Documents	 	 	65	 
	 
	 	 	 	 	 	 
	Article 5 CONDITIONS PRECEDENT	 	 	66	 
	Section 5.01
	 	Closing Conditions	 	 	66	 
	 
	 	 	 	 	 	 
	Article 6 DEFAULTS AND REMEDIES	 	 	68	 
	Section 6.01
	 	Events of Default	 	 	68	 
	Section 6.02
	 	Acceleration	 	 	70	 
	Section 6.03
	 	Other Remedies	 	 	71	 
	Section 6.04
	 	Licenses	 	 	71	 
	Section 6.05
	 	Set Off	 	 	71	 
	Section 6.06
	 	Remedies Cumulative	 	 	72	 
	 
	 	 	 	 	 	 
	Article 7 AGENT	 	 	72	 
	Section 7.01
	 	Appointment, Authority and Duties of Agent	 	 	72	 
	Section 7.02
	 	Agreements Regarding Collateral and Field Examination Reports	 	 	73	 
	Section 7.03
	 	Reliance By Agent	 	 	74	 
	Section 7.04
	 	Action Upon Default	 	 	75	 
	Section 7.05
	 	Ratable Sharing	 	 	75	 
	Section 7.06
	 	Indemnification of Agent Indemnitees	 	 	75	 
	Section 7.07
	 	Limitation on Responsibilities of Agent	 	 	76	 
	Section 7.08
	 	Successor Agent and Co-Agents	 	 	77	 
	Section 7.09
	 	Due Diligence and Non-Reliance	 	 	78	 
	Section 7.10
	 	Remittance of Payments and Collections	 	 	79	 
	Section 7.11
	 	No Third Party Beneficiaries	 	 	79	 
	 
	 	 	 	 	 	 
	Article 8 COLLATERAL	 	 	80	 
	Section 8.01
	 	Grant of Security Interest	 	 	80	 
	Section 8.02
	 	Lien on Deposit Accounts; Cash Collateral	 	 	82	 
	Section 8.03
	 	Real Estate Collateral	 	 	82	 
	Section 8.04
	 	Other Collateral	 	 	83	 
	Section 8.05
	 	No Assumption of Liability	 	 	83	 
	Section 8.06
	 	Further Assurances	 	 	83	 
	Section 8.07
	 	Foreign Subsidiary Stock	 	 	83	 
	 
	 	 	 	 	 	 
	Article 9 COLLATERAL ADMINISTRATION	 	 	84	 
	Section 9.01
	 	Administration of Accounts	 	 	84	 
	Section 9.02
	 	Administration of Inventory	 	 	84	 
	Section 9.03
	 	Administration of Equipment	 	 	85	 
	Section 9.04
	 	Administration of Deposit Accounts	 	 	85	 
	Section 9.05
	 	General Provisions	 	 	86	 
	Section 9.06
	 	Insurance of Collateral; Condemnation Proceeds	 	 	86	 
	Section 9.07
	 	Power of Attorney	 	 	87	 






ii








 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Article 10 BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS	 	 	88	 
	Section 10.01
	 	Successors and Assigns	 	 	88	 
	Section 10.02
	 	Participations	 	 	88	 
	Section 10.03
	 	Assignments	 	 	89	 
	 
	 	 	 	 	 	 
	Article 11 MISCELLANEOUS	 	 	90	 
	Section 11.01
	 	Consents, Amendments and Waivers	 	 	90	 
	Section 11.02
	 	Indemnity	 	 	90	 
	Section 11.03
	 	Notices and Communications	 	 	91	 
	Section 11.04
	 	Performance of Obligor’s Obligations	 	 	92	 
	Section 11.05
	 	Credit Inquiries	 	 	93	 
	Section 11.06
	 	Severability	 	 	93	 
	Section 11.07
	 	Cumulative Effect; Conflict of Terms	 	 	93	 
	Section 11.08
	 	Counterparts	 	 	93	 
	Section 11.09
	 	Entire Agreement	 	 	93	 
	Section 11.10
	 	Relationship with Lenders	 	 	93	 
	Section 11.11
	 	No Advisory or Fiduciary Responsibility	 	 	93	 
	Section 11.12
	 	Confidentiality	 	 	94	 
	Section 11.13
	 	GOVERNING LAW	 	 	94	 
	Section 11.14
	 	Platform; Borrower Materials	 	 	95	 
	Section 11.15
	 	Consent to Forum	 	 	95	 
	Section 11.16
	 	Waivers by Obligors	 	 	95	 
	Section 11.17
	 	Patriot Act Notice	 	 	96	 
	 
	 	 	 	 	 	 
	Article 12 SUBSIDIARY GUARANTIES	 	 	96	 
	Section 12.01
	 	Guaranties	 	 	96	 
	Section 12.02
	 	Limitation on Liability	 	 	97	 
	Section 12.03
	 	Successors and Assigns	 	 	98	 
	Section 12.04
	 	No Waiver	 	 	98	 
	Section 12.05
	 	Modification	 	 	98	 
	Section 12.06
	 	Release of Subsidiary Guarantor	 	 	98	 
	Section 12.07
	 	Contribution	 	 	99	 






	 	 	 
	Exhibit A

	 	Note
	Exhibit B

	 	Assignment and Acceptance
	Exhibit C

	 	Form of Joinder
	Exhibit D

	 	Form of Landlord Waiver







iii











 








LOAN AND SECURITY AGREEMENT




     THIS LOAN AND SECURITY AGREEMENT is dated as of August 4, 2009 (this “Agreement”), among
COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors
listed on the signature pages hereto from time to time, the financial institutions party to this
Agreement from time to time as lenders (collectively, the “Lenders”), and Credit Suisse, solely in
its capacity as agent for the Lenders (in such capacity, the “Agent”).



RECITALS




     Borrower has requested that Lenders provide a term loan to Borrower, the Net Cash Proceeds of
which shall be applied to pay down the amount outstanding under the Revolving Credit Facility
(without permanently reducing the commitment thereunder) and to pay fees and expenses related to
this Agreement and the Third Lien Notes. Lenders are willing to provide the term loan on the terms
and conditions set forth in this Agreement.



     NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties agree as follows:



ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.01 Definitions.



     “Accreted Value” means for any specified date, the amount calculated pursuant to (1), (2), or
(3) for each $1,000 of principal amount of the Term Loans:



          (1) if the specified date occurs on one or more of the following dates (each such date, other
than the Closing Date, a “Quarterly Accrual Date”) the Accreted Value will equal to the amount set
forth below for such Quarterly Accrual Date:




	 	 	 	 	 
	Date	 	Accreted Value
	Closing Date
	 	$	781.00	 
	September 30, 2009
	 	$	792.23	 
	December 31, 2009
	 	$	809.08	 
	March 31, 2010
	 	$	825.92	 
	June 30, 2010
	 	$	842.77	 
	September 30, 2010
	 	$	859.62	 
	December 31, 2010
	 	$	876.46	 
	March 31, 2011
	 	$	893.31	 
	June 30, 2011
	 	$	910.15	 
	September 30, 2011
	 	$	927.00	 
	December 31, 2011
	 	$	943.85	 






 









 






	 	 	 	 	 
	Date	 	Accreted Value
	March 31, 2012
	 	$	960.69	 
	June 30, 2012
	 	$	977.54	 
	September 30, 2012
	 	$	994.38	 
	Maturity Date
	 	$	1,000.00	 






          (2) if the specified date occurs before the first Quarterly Accrual Date, the Accreted Value
will equal the sum of




               (a) the Accreted Value of such Term Loans on the Closing Date set forth above and



               (b) an amount equal to the product of (x) the Accreted Value for the first Quarterly Accrual
Date less the Accreted Value on the Closing Date multiplied by (y) a fraction, the numerator of
which is the number of days from the Closing Date to the specified date, using a 360-day year of
twelve 30-day months, and the denominator of which is the number of days from the Closing Date to
the first Quarterly Accrual Date, using a 360-day year of twelve 30-day months;



          (3) if the specified date occurs between the two Quarterly Accrual Dates, the Accreted Value
will equal to the sum of




               (a) the Accreted Value for the Quarterly Accrual Date immediately preceding such specified
date and



               (b) an amount equal to the product of (x) the Accreted Value for the immediately following
Quarterly Accrual Date less the Accreted Value for the immediately preceding Quarterly Accrual Date
multiplied by (y) a fraction, the numerator of which is the number of days from the immediately
preceding Quarter Accrual Date to the specified date, using a 360-day year of twelve 30-day months,
the denominator of which is 90.



     “Affiliate” of any specified Person means any other Person, directly or indirectly,
controlling or controlled by or under direct or indirect common control with such specified Person.
For the purposes of this definition and the definition of “Affiliated Lender”, “control” when used
with respect to any Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
For purposes of Sections 4.04, 4.06 and 4.07 only, “Affiliate” shall also mean any beneficial owner
of Capital Stock representing 10% or more of the total voting power of the Voting Stock (on a fully
diluted basis) of Borrower or of rights or warrants to purchase such Capital Stock (whether or not
currently exercisable) and any Person who would be an Affiliate of any such beneficial owner
pursuant to the first sentence hereof.



     “Affiliated Lender” means a Lender controlling or controlled by or under direct or indirect
common control with another Lender.



 









 





     “Affiliate Transaction” has the meaning set forth in Section 4.07.



     “After-Acquired Property” means (a) at any time the First Priority Lien Obligations or the
commitments thereunder are outstanding, any property (other than the initial Collateral as of the
Closing Date) of Borrower or any Subsidiary Guarantor that secures any First-Priority Lien
Obligations and (b) at any time no First Priority Lien Obligations or any commitments thereunder
are outstanding, “Collateral” as defined in the Bank of America Credit Agreement or Other Credit
Agreement.



     “Agent” has the meaning set forth in the preamble to this Agreement.



     “Agent Action” has the meaning set forth in Section 7.13(b).



     “Agent Indemnitees” means Agent and the Agent-Related Persons.



     “Agent Professionals” means attorneys, accountants, appraisers, auditors, business valuation
experts, environmental engineers or consultants, turnaround consultants, and other professionals
and experts retained by Agent.



     “Agent-Related Persons” means the Agent’s Affiliates and the respective directors, trustees,
officers, employees, agents and advisors of the Agent and the Agent’s Affiliates.



     “Agreement” means this Agreement as amended, restated, supplemented or otherwise modified from
time to time.



     “Applicable Law” means all laws (including common law and equitable principles), rules,
regulations and governmental guidelines having the force of law and applicable to any Person,
conduct, transaction, agreement or matter in question, including all applicable statutory law,
local policies, and all provisions of constitutions, treaties, statutes, rules, regulations,
orders, ordinance, injunction, writ award or decrees of any Governmental Authorities, in each case
having the force of law.



     “Approved Fund” means any Person (other than a natural person) that is engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in
its ordinary course of activities, and is administered or managed by a Lender, an entity that
administers or manages a Lender, or an Affiliate of either.



     “Asset Disposition” means any sale, lease, transfer or other disposition (or series of related
sales, leases, transfers or dispositions) by Borrower or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each referred to for the
purposes of this definition as a “disposition”), of




	 	(1)	 	any shares of Capital Stock of a Restricted Subsidiary (other than directors’
qualifying shares or shares required by applicable law to be held by a Person other
than Borrower or a Restricted Subsidiary);
	 
	 	(2)	 	all or substantially all the assets of any division or line of business of
Borrower or any Restricted Subsidiary; or




 









 






	 	(3)	 	any other assets of Borrower or any Restricted Subsidiary outside of the
ordinary course of business of Borrower or such Restricted Subsidiary other than, in
the case of clauses (1) and (2) above and this clause (3),






	 	(A)	 	a disposition by a Restricted Subsidiary to Borrower or by
Borrower or a Restricted Subsidiary to a Restricted Subsidiary,
	 
	 	(B)	 	for purposes of Section 4.06 only, a disposition that
constitutes a Restricted Payment (or would constitute a Restricted Payment but
for the exclusions from the definition thereof (including a Permitted
Investment)) permitted by Section 4.04,
	 
	 	(C)	 	a disposition of assets or Capital Stock with a fair market
value of less than $1.0 million,
	 
	 	(D)	 	a disposition of cash or Temporary Cash Investments,
	 
	 	(E)	 	the creation of a Lien (but not the sale or other disposition
of the property subject to such Lien),
	 
	 	(F)	 	sales of accounts receivable and related assets of the type
specified in the definition of Qualified Receivables Transaction to or by a
Receivables Subsidiary for the fair market value thereof or the creation of a
Lien on any such accounts receivable or related assets in connection with a
Qualified Receivables Transaction,
	 
	 	(G)	 	any exchange of like property pursuant to Section 1031 of the
Code for use in a Related Business,
	 
	 	(H)	 	any sale, transfer or other disposition of defaulted
receivables for collection, and
	 
	 	(I)	 	a disposition of assets that are worn out, obsolete or damaged
or no longer used in the business of Borrower or any Restricted Subsidiary, as
the case may be, in the ordinary course of business.





     “Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of
determination, the present value (discounted at the interest rate borne by the Third Lien Notes
compounded semi-annually) of the total obligations of the lessee for rental payments during the
remaining term of the lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended); provided, however, that if such Sale/Leaseback
Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby
will be determined in accordance with the definition of “Capital Lease Obligation”.



     “Average Life” means, as of the date of determination, with respect to any Indebtedness, the
quotient obtained by dividing (1) the sum of the products of the numbers of years from the date of
determination to the dates of each successive scheduled principal payment of or



 









 







redemption or similar payment with respect to such Indebtedness multiplied by the amount of
such payment by (2) the sum of all such payments.



     “Bank of America Credit Agreement” means the Loan and Security Agreement, dated as of January
7, 2009, by and among Borrower, certain of its Subsidiaries, the lenders referred to therein, Bank
of America, N.A., as agent, as the same may be amended, supplemented, amended and restated or
otherwise modified from time to time.



     “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state
law for the relief of debtors.



     “Board of Directors” means the Board of Directors of Borrower or any committee thereof duly
authorized to act on behalf of such Board.



     “Board of Governors” means the Board of Governors of the Federal Reserve System.



     “Borrowed Money” means with respect to any Obligor, without duplication, its (a) Indebtedness
that (i) arises from the lending of money by any Person to such Obligor (other than trade payables
and accrued expenses in the ordinary course of business), (ii) is evidenced by notes, drafts,
bonds, debentures, credit documents or similar instruments, (iii) accrues interest or is a type
upon which interest charges are customarily paid (excluding trade payables owing in the ordinary
course of business), or (iv) was issued or assumed as full or partial payment for Property; (b)
Capital Lease Obligations; (c) reimbursement obligations with respect to letters of credit; and (d)
guaranties of any Indebtedness of the foregoing types owing by another Person.



     “Business Day” means each day which is not a Legal Holiday.



     “Capital Lease Obligation” means an obligation that is required to be classified and accounted
for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of
Indebtedness represented by such obligation shall be the capitalized amount of such obligation
determined in accordance with GAAP; and the maturity date thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date upon which such
lease may be terminated by the lessee without payment of a penalty. For purposes of Section 4.10, a
Capital Lease Obligation will be deemed to be secured by a Lien on the property being leased.



     “Capital Stock” of any Person means any and all shares, interests (including partnership
interests), rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred Stock, but
excluding any debt securities convertible into such equity.



     “CERCLA”: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. §
9601 et seq.).



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




	 	(1)	 	any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5




 









 






	 	 	 	under the Exchange Act, except that for purposes of this clause (1) such person
shall be deemed to have “beneficial ownership” of all shares that any such person
has the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of more than 35% of the total
voting power of the Voting Stock of Borrower;
	 
	 	(2)	 	individuals who on the Closing Date constituted the Board of Directors
(together with any new directors whose election by such Board of Directors or whose
nomination for election by the shareholders of Borrower was approved by a vote of a
majority of the directors of Borrower then still in office who were either directors on
the Reference Date or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of Directors then
in office;
	 
	 	(3)	 	the adoption of a plan relating to the liquidation or dissolution of Borrower;
	 
	 	(4)	 	the merger or consolidation of Borrower with or into another Person or the
merger of another Person with or into Borrower, or the sale of all or substantially all
the assets of Borrower (determined on a consolidated basis) to another Person other
than a transaction following which (a) in the case of a merger or consolidation
transaction, holders of securities that represented 100% of the Voting Stock of
Borrower immediately prior to such transaction (or other securities into which such
securities are converted as part of such merger or consolidation transaction) own
directly or indirectly at least a majority of the voting power of the Voting Stock of
the surviving Person in such merger or consolidation transaction immediately after such
transaction and substantially the same proportion as before the transaction and (b) in
the case of a sale of assets transaction, each transferee becomes an obligor in respect
of the Obligations and a Subsidiary of the transferor of such assets; or
	 
	 	(5)	 	a “Change of Control” under the 8% Senior Notes due 2013 or the Third Lien
Notes or any similar definition or concept in any Refinancing Indebtedness thereof.





     “Claims” means all liabilities, obligations, losses, damages, penalties, judgments,
proceedings, interest, costs and expenses of any kind (including remedial response costs,
reasonable attorneys’ fees and expenses and Extraordinary Expenses) at any time (including after
Full Payment of the Obligations, termination of this Agreement, resignation or replacement of
Agent, or replacement of any Lender) imposed on, incurred by or asserted against any Indemnitee in
any way relating to (a) any Term Loans, Loan Documents, or the use thereof or transactions relating
thereto, (b) any action taken or omitted to be taken by any Indemnitee in connection with any Loan
Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d)
the exercise of any rights or remedies under any Loan Documents or Applicable Law, and/or (e) the
failure by any Obligor to perform or observe any terms of any Loan Document, in each case including
all costs and expenses relating to any investigation, litigation, arbitration or other proceeding
(including an Insolvency Proceeding or appellate proceedings), whether or not the applicable
Indemnitee is a party thereto.



 









 






     “Closing Date” means August 4, 2009.



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



     “Collateral” means all Property described hereunder and in the Security Documents as security
for any Obligations; provided, that, in no event shall the term “Collateral”
include any Excluded Collateral.



     “Consolidated Coverage Ratio” as of any date of determination means the ratio of:




	 	(1)	 	the aggregate amount of EBITDA for the period of the most recent four
consecutive fiscal quarters prior to the date of such determination for which financial
statements are available to
	 
	 	(2)	 	Consolidated Interest Expense for such four fiscal quarters; provided,
however, that






	 	(A)	 	if Borrower or any Restricted Subsidiary has Incurred any
Indebtedness since the beginning of such period that remains outstanding or if
the transaction giving rise to the need to calculate the Consolidated Coverage
Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving effect on a
pro forma basis to such Indebtedness as if such Indebtedness had been Incurred
on the first day of such period (except that in making such computation, the
amount of Indebtedness Incurred for working capital purposes under any
Revolving Credit Facility outstanding on the date of such calculation will be
deemed to be (i) the average daily balance of such Indebtedness during such
four fiscal quarters or such shorter period for which such facility was
outstanding or (ii) if such facility was created after the end of such four
fiscal quarters, the average daily balance of such Indebtedness during the
period from the date of the creation of such facility to the date of such
calculation),
	 
	 	(B)	 	if Borrower or any Restricted Subsidiary has repaid,
repurchased, defeased or otherwise discharged any Indebtedness since the
beginning of such period or if any Indebtedness is to be repaid, repurchased,
defeased or otherwise discharged (in each case other than Indebtedness Incurred
for working capital purposes under any Revolving Credit Facility) on the date
of the transaction giving rise to the need to calculate the Consolidated
Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall
be calculated on a pro forma basis as if such discharge had occurred on
the first day of such period and as if Borrower or such Restricted Subsidiary
had not earned the interest income actually earned during such period in
respect of cash or Temporary Cash Investments used to repay, repurchase,
defease or otherwise discharge such Indebtedness,
	 
	 	(C)	 	if since the beginning of such period Borrower or any
Restricted Subsidiary shall have made any Asset Disposition (including any
sale,




 









 






	 	 	 	lease, transfer or other disposition that would constitute an Asset
Disposition but for the exclusions contained in clauses (C) and (G) of the
definition thereof), EBITDA for such period shall be reduced by an amount
equal to EBITDA (if positive) directly attributable to the assets which are
the subject of such Asset Disposition for such period, or increased by an
amount equal to EBITDA (if negative), directly attributable thereto for such
period and Consolidated Interest Expense for such period shall be reduced by
an amount equal to the Consolidated Interest Expense directly attributable
to any Indebtedness of Borrower or any Restricted Subsidiary repaid,
repurchased, defeased or otherwise discharged with respect to Borrower and
its continuing Restricted Subsidiaries in connection with such Asset
Disposition for such period (or, if the Capital Stock of any Restricted
Subsidiary is sold and such sale is permitted under Section 4.06 and Section
4.14 hereof, the Consolidated Interest Expense for such period directly
attributable to the Indebtedness of such Restricted Subsidiary to the extent
Borrower and its continuing Restricted Subsidiaries are no longer liable for
such Indebtedness after such sale),
	 
	 	(D)	 	if since the beginning of such period Borrower or any
Restricted Subsidiary (by merger or otherwise) shall have made an Investment in
any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary)
or an acquisition of assets, including any acquisition of assets occurring in
connection with a transaction requiring a calculation to be made hereunder,
which constitutes all or substantially all of an operating unit of a business,
EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto (including the Incurrence of any
Indebtedness) as if such Investment or acquisition had occurred on the first
day of such period,
	 
	 	(E)	 	if since the beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or into Borrower
or any Restricted Subsidiary since the beginning of such period) shall have
made any Asset Disposition (including any sale, lease, transfer or other
disposition that would constitute an Asset Disposition but for the exclusions
contained in clauses (C) and (G) of the definition thereof), any Investment or
acquisition of assets that would have required an adjustment pursuant to clause
(C) or (D) above if made by Borrower or a Restricted Subsidiary during such
period, EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving pro forma effect thereto as if such Asset
Disposition, Investment or acquisition had occurred on the first day of such
period,
	 
	 	(F)	 	if since the beginning of such period any Person was designated
as an Unrestricted Subsidiary or redesignated as, or otherwise became, a
Restricted Subsidiary, EBITDA and Consolidated Interest Expense shall




 









 






	 	 	 	be calculated on a pro forma basis as if such event had occurred on the
first day of such period, and
	 
	 	(G)	 	if, since the beginning of such period, Borrower has classified
any of its businesses as discontinued operations, EBITDA and Consolidated
Interest Expense shall be calculated on a pro forma basis as to exclude the
impact of such discontinued operations on or after the date such operations are
classified as discontinued.





     For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith,
the pro forma calculations shall be determined in good faith by a responsible financial or
accounting Officer of Borrower (and shall include any applicable Pro Forma Cost Savings). If any
Indebtedness bears a floating rate of interest and is being given pro forma effect,
the interest on such Indebtedness shall be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period (taking into account any Interest
Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term
in excess of 12 months). If any Indebtedness is Incurred under a revolving credit facility and is
being given pro forma effect, the interest on such Indebtedness shall be calculated
based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the
pro forma calculation to the extent that such Indebtedness was Incurred solely for
working capital purposes.



     “Consolidated Interest Expense” means, for any period, the total interest expense of Borrower
and its consolidated Restricted Subsidiaries (but excluding any loss on early extinguishment of
Indebtedness), plus, to the extent not included in such total interest expense, and to the extent
incurred by Borrower or its Restricted Subsidiaries, without duplication,




	 	(1)	 	interest expense attributable to Capital Lease Obligations;
	 
	 	(2)	 	amortization of debt discount and debt issuance cost;
	 
	 	(3)	 	capitalized interest;
	 
	 	(4)	 	non-cash interest expense;
	 
	 	(5)	 	commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers’ acceptance financing;
	 
	 	(6)	 	net payments pursuant to Hedging Obligations relating to Interest Rate
Agreements; provided, however, that any net receipts pursuant to such
Hedging Obligations shall be included as a reduction of interest expense;
	 
	 	(7)	 	dividends accrued in respect of all Disqualified Stock of Borrower and all
Preferred Stock of any Restricted Subsidiary, in each case held by Persons other than
Borrower or a Restricted Subsidiary (other than dividends payable solely in Capital
Stock (other than Disqualified Stock) of Borrower); provided, however,
that such dividends will be multiplied by a fraction the numerator of which is one




 









 







	 	 	 	and the denominator of which is one minus the effective combined tax rate of the
issuer of such Preferred Stock (expressed as a decimal) for such period (as
estimated by the chief financial officer of Borrower in good faith);
	 
	 	(8)	 	interest incurred in connection with Investments in discontinued operations;
	 
	 	(9)	 	interest accruing on any Indebtedness of any other Person to the extent such
Indebtedness is Guaranteed by (or secured by the assets of) Borrower or any Restricted
Subsidiary; and
	 
	 	(10)	 	the cash contributions to any employee stock ownership plan or similar trust to
the extent such contributions are used by such plan or trust to pay interest or fees to
any Person (other than Borrower) in connection with Indebtedness Incurred by such plan
or trust.





     “Consolidated Net Income” means, for any period, the net income of Borrower and its
consolidated Subsidiaries; provided, however, that there shall not be included in
such Consolidated Net Income:




	 	(1)	 	any net income of any Person (other than Borrower) if such Person is not a
Restricted Subsidiary, except that, subject to the exclusion contained in clause (4)
below, Borrower’s equity in the net income of any such Person for such period shall be
included in such Consolidated Net Income up to the aggregate amount of cash actually
distributed by such Person during such period to Borrower or a Restricted Subsidiary as
a dividend or other distribution (subject, in the case of a dividend or other
distribution paid to a Restricted Subsidiary, to the limitations contained in clause
(3) below);
	 
	 	(2)	 	any net income (or loss) of any Person acquired by Borrower or a Subsidiary in
a pooling of interests transaction (or any transaction accounted for in a manner
similar to a pooling of interests) for any period prior to the date of such
acquisition;
	 
	 	(3)	 	any net income of any Restricted Subsidiary if such Restricted Subsidiary is
subject to restrictions, directly or indirectly, on the payment of dividends or the
making of distributions by such Restricted Subsidiary, directly or indirectly, to
Borrower, except that






	 	(A)	 	subject to the exclusion contained in clause (4) below,
Borrower’s equity in the net income of any such Restricted Subsidiary for such
period shall be included in such Consolidated Net Income up to the aggregate
amount of cash actually distributed by such Restricted Subsidiary during such
period to Borrower or another Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution paid to
another Restricted Subsidiary, to the limitation contained in this clause); and




 









 







	 	(B)	 	Borrower’s equity in a net loss of any such Restricted
Subsidiary for such period shall be included in determining such Consolidated
Net Income;






	 	(4)	 	any gain (or loss) realized upon the sale or other disposition of any assets of
Borrower, its consolidated Subsidiaries or any other Person (including pursuant to any
sale-and-leaseback arrangement) which are not sold or otherwise disposed of in the
ordinary course of business and any gain (or loss) realized upon the sale or other
disposition of any Capital Stock of any Person;
	 
	 	(5)	 	extraordinary gains or losses;
	 
	 	(6)	 	the cumulative effect of a change in accounting principles;
	 
	 	(7)	 	any non-cash goodwill impairment charges or other intangible asset impairment
charges incurred subsequent to the date of this Agreement resulting from the
application of SFAS No. 142 or any other non-cash asset impairment charges incurred
subsequent to the date of this Agreement resulting from the application of SFAS No.
144;
	 
	 	(8)	 	any non-recurring costs and expenses incurred in connection with any
acquisition of, or Investment in, a Person in a Related Business;
	 
	 	(9)	 	any non-cash compensation charges, including any such charges arising from
stock options, restricted stock grants or other equity-incentive programs;
	 
	 	(10)	 	any net after-tax income or loss from discontinued operations and any net
after-tax gains or losses on the disposition of discontinued operations;
	 
	 	(11)	 	any inventory purchase accounting adjustments made as a result of any
acquisition of a Person in a Related Business;
	 
	 	(12)	 	any unrealized gain or loss resulting from the application of SFAS No. 133 with
respect to Hedging Obligations; and
	 
	 	(13)	 	any non-cash gain or loss attributable to the early extinguishment of Indebtedness,




in each case, for such period.




     “Copyright Security Agreement” means that certain Copyright Security Agreement, dated as of
the date hereof, among the Borrower, the Subsidiary Guarantors party thereto, and Credit Suisse, as
Collateral Agent.



     “CWA”: the Clean Water Act (33 U.S.C. §§ 1251 et seq.).



     “Currency Agreement” means any foreign exchange contract, currency swap agreement or other
similar agreement with respect to currency values.



 









 





     “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.



     “Default” means any event which is, or after notice or passage of time or both would be, an
Event of Default.



     “Default Rate” has the meaning set forth in Section 2.06.



     “Designated Non-cash Consideration” means the fair market value of non-cash consideration
received by Borrower or any Restricted Subsidiary in connection with an Asset Disposition that is
so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, or, in the
case of Designated Non-cash Consideration with a fair market value of $5.0 million or greater,
pursuant to a resolution of the Board of Directors, in each case, setting forth the basis of such
valuation.



     “Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms
(or by the terms of any security into which it is convertible or for which it is exchangeable at
the option of the holder) or upon the happening of any event:




	 	(1)	 	matures or is mandatorily redeemable (other than redeemable only for Capital
Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund
obligation or otherwise;
	 
	 	(2)	 	is convertible or exchangeable at the option of the holder for Indebtedness or
Disqualified Stock; or
	 
	 	(3)	 	is mandatorily redeemable or must be purchased upon the occurrence of certain
events or otherwise, in whole or in part,




in each case on or prior to the 180th day after the Maturity Date of the Term Loans;
provided, however, that any Capital Stock that would not constitute Disqualified
Stock but for provisions thereof giving holders thereof the right to require such Person to
purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control”
occurring prior to the first anniversary of the Maturity Date of the Term Loans shall not
constitute Disqualified Stock if (A) the “asset sale” or “change of control” provisions applicable
to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms
applicable to the Term Loans in Sections 4.06 and 4.09 of this Agreement and (B) any such
requirement only becomes operative after compliance with such terms applicable to the Term Loans,
including the prepayments of any Term Loan.




     The amount of any Disqualified Stock that does not have a fixed redemption, repayment or
repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if
such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of
such Disqualified Stock is to be determined pursuant to this Agreement; provided,
however, that if such Disqualified Stock could not be required to be redeemed, repaid or
repurchased at the time of such determination, the redemption, repayment or repurchase price will
be the book value of such Disqualified Stock as reflected in the most recent financial statements
of such Person. Borrower may designate, in an Officers’ Certificate delivered to



 









 







Agent at the time of issuance, any Preferred Stock of Borrower or any Restricted Subsidiary
that would not otherwise be “Disqualified Stock” to be Disqualified Stock for all purpose under
this Agreement.



     “Dominion Account” means a special account established by Borrower at Bank of America or
another bank acceptable to Agent (or the First Priority Representative, as applicable), over which
Agent has control (as defined in the UCC) pursuant to an agreement (in form and substance
reasonably satisfactory to Agent; it being understood that such agreement, as it exists as of the
Closing Date, is satisfactory to Agent) from such bank establishing Agent’s control over and Lien
in such account.



     “EBITDA” for any period means the sum of Consolidated Net Income, plus the following to the
extent deducted in calculating such Consolidated Net Income:




	 	(1)	 	all income tax expense of Borrower and its consolidated Restricted
Subsidiaries;
	 
	 	(2)	 	Consolidated Interest Expense;
	 
	 	(3)	 	depreciation and amortization expense of Borrower and its consolidated
Restricted Subsidiaries (excluding amortization expense attributable to a prepaid item
that was paid in cash in a prior period); and
	 
	 	(4)	 	all other non-cash charges of Borrower and its consolidated Restricted
Subsidiaries (excluding any such non-cash charge to the extent that it represents an
accrual of or reserve for cash expenditures in any future period), less all non-cash
items of income of Borrower and its consolidated Restricted Subsidiaries (other than
accruals of revenue by Borrower and its consolidated Restricted Subsidiaries in the
ordinary course of business and other than reversals (to the extent made without any
payment in cash) of accruals or reserves previously excluded from EBITDA);




in each case for such period. Notwithstanding the foregoing, the provision for taxes based on the
income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted
Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in
the same proportion, including by reason of minority interests) that the net income or loss of such
Restricted Subsidiary was included in calculating Consolidated Net Income and only if a
corresponding amount would be permitted at the date of determination to be dividended to Borrower
by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules
and governmental regulations applicable to such Restricted Subsidiary or its stockholders.




     “Eligible Assignee” means a Person (other than an individual) that is (a) a Lender, U.S.-based
Affiliate of a Lender or Approved Fund; (b) any other Person approved by Agent in its discretion
(which consent may not be unreasonably withheld or delayed) other than competitors of the Borrower
or any of its Subsidiaries and other Persons identified in writing by the Borrower to the Agent on
or prior to the Closing Date.



 









 





     “Enforcement Action” means any action to enforce any Obligations or Loan Documents or to
realize upon any Collateral (whether by judicial action, self-help, notification of Account
Debtors, exercise of setoff or recoupment, or otherwise).



     “Environmental Laws”: all Applicable Laws (including all programs, local policies, permits and
guidance promulgated by regulatory agencies), relating to public health (with respect to exposure
to hazardous substances or wastes, but excluding occupational safety and health, to the extent
regulated by OSHA) or the protection or pollution of the environment, including CERCLA, RCRA and
CWA, or to the conditions of the workplace, or any emission or substance capable of causing harm to
any living organism or the environment.



     “Environmental Notice” means a notice from any Governmental Authority or other Person of any
possible noncompliance with, investigation of a possible violation of, litigation relating to, or
potential fine or liability under any Environmental Law, or with respect to any Environmental
Release, environmental pollution or hazardous materials, including any complaint, summons,
citation, order, claim, demand or request for correction, remediation or otherwise.



     “Environmental Release” means a release as defined in CERCLA or under any other Environmental
Law.



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



     “ERISA Affiliate” means any trade or business (whether or not incorporated) under common
control with an Obligor within the meaning of Section 414(b) or (c) of the Code (and Sections
414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).



     “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by
any Obligor or ERISA Affiliate from a Pension 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) or a
cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a
complete or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent
to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer
Plan; (e) any Obligor or ERISA Affiliate fails to meet any funding obligations with respect to any
Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition
which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of
a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under
Section 4007 of ERISA, upon any Obligor or ERISA Affiliate.



     “Event of Default” has the meaning set forth in Section 6.01.



     “Excess Interest” has the meaning set forth in Section 2.07.



 









 





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



     “Excluded Collateral” has the meaning set forth in Section 8.01.



     “Extraordinary Expenses” means all fees, costs, expenses or advances that Agent may incur
during a Default or an Event of Default, or during the pendency of an Insolvency Proceeding of an
Obligor, including those relating to (a) any audit, inspection, repossession, storage, repair,
appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other
preservation of or realization upon any Collateral; (b) subject to Section 11.02, any action,
arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Obligor,
any representative of creditors of an Obligor or any other Person) in any way relating to any
Collateral (including the validity, perfection, priority or avoidability of Agent’s Liens with
respect to any Collateral), Loan Documents or Obligations, including any lender liability or other
Claims; (c) the exercise, protection or enforcement of any rights or remedies of Agent in, or the
monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or
Liens with respect to any Collateral; (e) any Enforcement Action; and (f) negotiation and
documentation of any modification, waiver, workout, restructuring or forbearance with respect to
any Loan Documents or Obligations. Such fees, costs, expenses and advances include transfer fees,
Other Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees,
legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions,
accountants’ fees, environmental study fees, wages and salaries paid to employees of any Obligor or
independent contractors in liquidating any Collateral, and travel expenses.



     “Fair Saleable Value” means the amount that could be obtained for assets within a reasonable
time, either through collection or through sale under ordinary selling conditions by a capable and
diligent seller to an interested buyer who is willing (but under no compulsion) to purchase on a
going concern basis.



     “First Lien EBITDA” has the meaning of the term “EBITDA” as defined in the Bank of America
Credit Agreement as in effect on the date hereof or as such term may be amended in the Bank of
America Credit Agreement hereafter with the consent of the Requisite Lenders.



     “First Lien Loan Documents” means the “Loan Documents” as defined in the Bank of America
Credit Agreement or any similar definition in any other agreement evidencing First-Priority Lien
Obligations.



     “First Lien Intercreditor Agreement” means the Intercreditor Agreement, dated on or about the
date hereof, by and among Borrower, the Subsidiary Guarantors party thereto from time to time, the
First Priority Representative, Agent and the Third Lien Collateral Agent.



     “First Priority Representative” has the meaning set forth in the First Lien Intercreditor
Agreement.



     “First-Priority Lien Obligations” means (i) all Indebtedness of Borrower and the Subsidiaries
Incurred under Section 4.03(b)(1), (ii) all other obligations (not constituting Indebtedness) of
Borrower and the Subsidiary Guarantors under an Other Credit Agreement and (iii) all other
obligations of Borrower and the Subsidiary Guarantors in respect of Hedging



 









 







Obligations or obligations in respect of cash management services in connection with
Indebtedness described in clause (i) or obligations described in clause (ii).



     “First-Tier Foreign Subsidiary” has the meaning set forth in Section 8.01.



     “Fiscal Month” means each fiscal month of Borrower and Subsidiaries for accounting and tax
purposes.



     “Fiscal Quarter” means each period of three Fiscal Months, commencing on the first day of a
Fiscal Year.



     “Fiscal Year” means the fiscal year of Borrower and Subsidiaries for accounting and tax
purposes, ending on or about December 31 of each year.



     “Fixed Charge Coverage Ratio” has the meaning of the term “Fixed Charge Coverage Ratio” as
defined in the Bank of America Credit Agreement as in effect on the date hereof or as such term may
be amended in the Bank of America Credit Agreement hereafter with the consent of the Requisite
Lenders.



     “FLSA” means the Fair Labor Standards Act of 1938.



     “Foreign Cash Investments” means any Investment rated P-1 or A-1 or better by Moody’s or
Standard & Poor’s, respectively, (i) in direct obligations issued by, or guaranteed by, the
government of a country that is a member of the Organization for Economic Cooperation and
Development (the “OECD”) or any agency or instrumentality thereof, provided that such
obligations mature within 180 days of the date of acquisition thereof, and (ii) in time deposits or
negotiable certificates of deposit or money market securities issued by any commercial banking
institution that is a member of an applicable central bank of a country that is a member of the
OECD having surplus of at least $50.0 million in the aggregate at all times, payable on demand or
maturing within 180 days of the acquisition thereof; provided, however, that such
time deposits, negotiable certificates of deposit and money market securities are permitted under
the Other Credit Agreement.



     “Foreign Lender” has the meaning set forth in Section 2.14(c).



     “Foreign Plan” means any employee benefit plan or arrangement (a) maintained or contributed to
by any Obligor or Subsidiary that is not subject to the laws of the United States; or (b) mandated
by a government other than the United States for employees of any Obligor or Subsidiary.



     “Foreign Subsidiary” means any Restricted Subsidiary of Borrower that is not organized under
the laws of the United States of America or any State thereof or the District of Columbia.



     “Full Payment” means with respect to any Obligations (other than contingent obligations not
then due and owing or for which no claim has been made), the full cash payment thereof, including
any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not
allowed in the proceeding).



 









 





     “GAAP” means generally accepted accounting principles in the United States of America as in
effect as of the Closing Date, including those set forth in




	 	(1)	 	the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants;
	 
	 	(2)	 	statements and pronouncements of the Financial Accounting Standards Board;
	 
	 	(3)	 	such other statements by such other entity as approved by a significant segment
of the accounting profession; and
	 
	 	(4)	 	the rules and regulations of the SEC governing the inclusion of financial
statements (including pro forma financial statements) in periodic reports
required to be filed pursuant to Section 13 of the Exchange Act, including opinions and
pronouncements in staff accounting bulletins and similar written statements from the
accounting staff of the SEC. All ratios and computations based on GAAP contained in
this Agreement shall be computed in conformity with GAAP.





     “Governmental Approvals” means all authorizations, consents, approvals, licenses and
exemptions of, registrations and filings with, and required reports to, all Governmental
Authorities.



     “Governmental Authority” means any federal, state, municipal, foreign or other governmental
department, agency, commission, board, bureau, court, tribunal, instrumentality, political
subdivision, local authority, council, regulatory body or other entity or officer exercising
executive, legislative, judicial, regulatory or administrative functions for or pertaining to any
government or court, in each case whether associated with the United States, a state, district or
territory thereof, the United Kingdom, or a territory thereof or a foreign entity or government.



     “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect,
contingent or otherwise, of such Person




	 	(1)	 	to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness of such Person (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods, securities or
services, to take-or-pay or to maintain financial statement conditions or otherwise);
or
	 
	 	(2)	 	entered into for the purpose of assuring in any other manner the obligee of
such Indebtedness of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part);




provided, however, that the term “Guarantee” shall not include endorsements for
collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a
corresponding meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.




 









 








     “Hedging Obligations” of any Person means the obligations of such Person pursuant to any
Interest Rate Agreement or Currency Agreement.



     “Incur” means issue, assume, Guarantee, incur or otherwise become liable for;
provided, however, that any Indebtedness of a Person existing at the time such
Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise)
shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The
term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of
determining compliance with Section 4.03:




	 	(1)	 	amortization of debt discount or the accretion of principal with respect to a
non-interest bearing or other discount security;
	 
	 	(2)	 	the payment of interest in the form of additional Indebtedness of the same
instrument or the payment of dividends on Capital Stock in the form of additional
Capital Stock of the same class and with the same terms;
	 
	 	(3)	 	the obligation to pay a premium in respect of Indebtedness arising in
connection with the issuance of a notice of redemption or the making of a mandatory
offer to purchase such Indebtedness; and
	 
	 	(4)	 	changes in the principal amount of any Indebtedness that is denominated in a
currency other than U.S. dollars solely as a result of fluctuations in exchange rates
or currency values




will not be deemed to be the Incurrence of Indebtedness.




     “Indebtedness” means, with respect to any Person on any date of determination (without
duplication):




	 	(1)	 	the principal in respect of (A) indebtedness of such Person for money borrowed
and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments
for the payment of which such Person is responsible or liable, including, in each case,
any premium on such indebtedness to the extent such premium has become due and payable;
	 
	 	(2)	 	all Capital Lease Obligations of such Person and all Attributable Debt in
respect of Sale/Leaseback Transactions entered into by such Person;
	 
	 	(3)	 	all obligations of such Person issued or assumed as the deferred purchase price
of property, all conditional sale obligations of such Person and all obligations of
such Person under any title retention agreement (but excluding any accounts payable or
other liability to trade creditors arising in the ordinary course of business);
	 
	 	(4)	 	all obligations of such Person for the reimbursement of any obligor on any
letter of credit, bankers’ acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations (other than
obligations




 









 






	 	 	 	described in clauses (1) through (3) above) entered into in the ordinary course of
business of such Person to the extent such letters of credit are not drawn upon or,
if and to the extent drawn upon, such drawing is reimbursed no later than the tenth
Business Day following payment on the letter of credit);
	 
	 	(5)	 	the amount of all obligations of such Person with respect to the redemption,
repayment or other repurchase of any Disqualified Stock of such Person or, with respect
to any Preferred Stock of any Subsidiary of such Person, the principal amount of such
Preferred Stock to be determined in accordance with this Agreement (but excluding, in
each case, any accrued dividends);
	 
	 	(6)	 	all obligations of the type referred to in clauses (1) through (5) of other
Persons and all dividends of other Persons for the payment of which, in either case,
such Person is responsible or liable, directly or indirectly, as obligor, guarantor or
otherwise, including by means of any Guarantee;
	 
	 	(7)	 	all obligations of the type referred to in clauses (1) through (6) of other
Persons secured by any Lien on any property or asset of such Person (whether or not
such obligation is assumed by such Person), the amount of such obligation being deemed
to be the lesser of the fair market value of such property or assets and the amount of
the obligation so secured; and
	 
	 	(8)	 	to the extent not otherwise included in this definition, Hedging Obligations of
such Person.




Notwithstanding the foregoing, in connection with the purchase by Borrower or any Restricted
Subsidiary of any business, the term “Indebtedness” will exclude post-closing payment adjustments
to which the seller may become entitled to the extent such payment is determined by a final closing
balance sheet or such payment depends on the performance of such business after the closing;
provided, however, that, at the time of closing, the amount of any such payment is
not determinable and, to the extent such payment thereafter becomes fixed and determined, the
amount is paid within 30 days thereafter.




     The amount of Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above; provided, however, that
in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be
the accreted value thereof at such time.



     The amount of Indebtedness represented by a Hedging Obligation shall be equal to:




	 	(1)	 	zero if such Hedging Obligation has been Incurred pursuant to Section
4.03(b)(7), or
	 
	 	(2)	 	the termination value of such Hedging Obligation if not Incurred pursuant to
Section 4.03(b)(7).





     “Indemnitees” means Agent Indemnitees and Lender Indemnitees.



 









 





     “Independent Qualified Party” means an investment banking firm, accounting firm or appraisal
firm of national standing; provided, however, that such firm is not an Affiliate of
Borrower.



     “Insolvency Act” means the United Kingdom Insolvency Act 1986, or any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect.



     “Insolvency Proceeding” means any case or proceeding commenced by or against a Person under
any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an
order for relief under the Bankruptcy Law, the Insolvency Act or any other insolvency, debtor
relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator,
administrator, conservator or other custodian or similar officer for such Person or any part of its
Property; or (c) a general assignment or trust mortgage for the benefit of creditors.



     “Intellectual Property” means all intellectual and similar Property of a Person, including
inventions, designs, patents, copyrights, trademarks, service marks, trade names, trade secrets,
confidential or proprietary information, customer lists, know-how, design rights, software and
databases; all embodiments or fixations thereof and all related documentation, applications,
registrations and franchises; all licenses or other rights to use any of the foregoing; and all
books and records relating to the foregoing.



     “Intellectual Property Claim” means any claim or assertion (whether in writing, by suit or
otherwise) that the Borrower’s or Subsidiary’s ownership, use, marketing, sale or distribution of
any Inventory, Equipment, Intellectual Property or other Property violates another Person’s
Intellectual Property.



     “Intercreditor Agreements” means, collectively, the First Lien Intercreditor Agreement and the
Second Lien Intercreditor Agreement.



     “Interest Payment Date” has the meaning set forth in Section 2.05.



     “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement
or other financial agreement or arrangement designed to manage, hedge or protect against
fluctuations in interest rates.



     “Investment” in any Person means any direct or indirect advance, loan (other than advances to
customers in the ordinary course of business that are recorded as accounts receivable on the
balance sheet of the lender) or other extensions of credit (including by way of Guarantee or
similar arrangement) or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of others), or any
purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such
Person. If Borrower or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital
Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such
Person is no longer a Restricted Subsidiary, any Investment by Borrower or any Restricted
Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new
Investment at such time. The acquisition by Borrower or any Restricted Subsidiary of a Person that
holds an Investment in a third Person will be deemed to be an Investment by Borrower or such
Restricted Subsidiary in such third Person at such time. Except as otherwise provided for



 









 







herein, the amount of an Investment shall be its fair market value at the time the Investment
is made and without giving effect to subsequent changes in value.



     For purposes of the definition of “Unrestricted Subsidiary”, the definition of “Restricted
Payment” and Section 4.04,




	 	(1)	 	“Investment” shall include the portion (proportionate to Borrower’s equity
interest in such Subsidiary) of the fair market value of the net assets of any
Subsidiary of Borrower at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a redesignation of such
Subsidiary as a Restricted Subsidiary, Borrower shall be deemed to continue to have a
permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive)
equal to (A) Borrower’s “Investment” in such Subsidiary at the time of such
redesignation less (B) the portion (proportionate to Borrower’s equity interest in such
Subsidiary) of the fair market value of the net assets of such Subsidiary at the time
of such redesignation; and
	 
	 	(2)	 	any property transferred to or from an Unrestricted Subsidiary shall be valued
at its fair market value at the time of such transfer, in each case as determined in
good faith by the Board of Directors.





     “Junior Financing” means, with respect to a Person, any Indebtedness of such Person (whether
outstanding on the Closing Date or thereafter Incurred) that (a) is subordinate or junior in right
of payment to the Term Loans or a Subsidiary Guaranty of such Person, as the case may be, pursuant
to a written agreement to that effect and/or (b) constitutes Senior Indebtedness that is unsecured
or secured by a Lien that is subordinate or junior to the Lien securing the Term Loans or a
Subsidiary Guaranty of such Person, as the case may be, pursuant to a written agreement to that
effect.



     “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the State
of New York are authorized or obligated by law, governmental decree or executive order to be
closed.



     “Lender Group” means, individually and collectively, each of the Lenders and Agent.



     “Lender Indemnitees” means Lenders and their officers, directors, employees, Affiliates,
agents and attorneys.



     “Lender-Related Person” means, with respect to any Lender, such Lender, together with such
Lender’s Affiliates, officers, directors, employees, attorneys, and agents.



     “Licensor” means any Person from whom an Obligor obtains the right to use any Intellectual
Property.



     “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind
(including any conditional sale or other title retention agreement or lease in the nature thereof).



 









 





     “Lien Waiver” means an agreement, in form and substance reasonably satisfactory to Agent, by
which (a) for any Collateral located on leased premises, the lessor waives or subordinates any Lien
it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the
Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral
held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives
or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its
possession relating to the Collateral as agent for Agent, and agrees to deliver the Collateral to
Agent promptly following request; (c) for any Collateral held by a repairman, mechanic or bailee,
such Person acknowledges Agent’s Lien, waives or subordinates any Lien it may have on the
Collateral, and agrees to deliver the Collateral to Agent promptly following request; and (d) for
any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent
the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to the Collateral,
including the right to dispose of it with the benefit of the Intellectual Property, whether or not
a default exists under any applicable License.



     “Loan Documents” means this Agreement, Other Agreements and Security Documents.



     “Margin Stock” has the meaning set forth in Regulation U of the Board of Governors.



     “Multiemployer Plan” means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which any Obligor or ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been obligated to make
contributions.



     “Material Adverse Effect” means the effect of any event or circumstance that, taken alone or
in conjunction with other events or circumstances, (a) has or could be reasonably expected to have
a material adverse effect on the business, operations, Properties or financial condition of the
Obligors, taken as a whole, on the value of a material portion of the Collateral, on the
enforceability of the Loan Documents, or on the validity or priority of Agent’s Liens on the
Collateral; (b) materially impairs the ability of any Obligor to perform any obligations under the
Loan Documents, including repayment of any Obligations; or (c) otherwise impairs the ability of
Agent or any Lender to enforce or collect any Obligations or to realize upon any Collateral.



     “Material Contract” means any agreement or arrangement to which an Obligor is party (other
than the Loan Documents) for which breach, termination, nonperformance or failure to renew could
reasonably be expected to have a Material Adverse Effect.



     “Maturity Date” means, November 1, 2012.



     “Maximum Rate” has the meaning set forth in Section 2.07.



     “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency
business.



     “Mortgage” means each mortgage, fixed charge, deed of trust or deed to secure debt pursuant to
which an Obligor grants to Agent, for the benefit of the Lender Group, a Lien upon the Real Estate
owned by such Obligor, as security for the Obligations.



 









 





     “Net Available Cash” from an Asset Disposition
or casualty or condemnation means cash payments received therefrom
(including any cash payments received by way of deferred payment of principal pursuant to a note or
installment receivable or otherwise and proceeds from the sale or other disposition of any
securities received as consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of Indebtedness or other
obligations relating to such properties or assets or received in any other non-cash form), in each
case net of




	 	(1)	 	all legal, accounting, investment banking, title and recording tax expenses,
commissions and other fees and expenses incurred, and all Federal, state, provincial,
foreign and local taxes required to be accrued as a liability under GAAP, as a
consequence of such Asset Disposition, casualty or condemnation;
	 
	 	(2)	 	all payments made on any Indebtedness which is secured by any assets subject to
such Asset Disposition, casualty or condemnation (including the prepayment of the First-Priority Lien Obligations
with a permanent reduction of the commitment thereunder, but excluding the Third
-Priority Lien Obligations), in each case in accordance with the terms of any Lien upon
or other security agreement of any kind with respect to such assets, or which must by
its terms, or in order to obtain a necessary consent to such Asset Disposition, or by
applicable law, be repaid out of the proceeds from such Asset Disposition, casualty or condemnation;
	 
	 	(3)	 	all distributions and other payments required to be made to minority interest
holders in Restricted Subsidiaries as a result of such Asset Disposition, casualty or condemnation;
	 
	 	(4)	 	the deduction of appropriate amounts provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the property or other
assets disposed in such Asset Disposition or casualty or condemnation and retained by Borrower or any Restricted
Subsidiary after such Asset Disposition, casualty or condemnation; and
	 
	 	(5)	 	any portion of the purchase price from an Asset Disposition or casualty or condemnation placed in escrow,
whether as a reserve for adjustment of the purchase price, for satisfaction of
indemnities in respect of such Asset Disposition, casualty or condemnation or otherwise in connection with that
Asset Disposition, casualty or condemnation; provided, however, that upon the termination of that
escrow, Net Available Cash will be increased by any portion of funds in the escrow that
are released to Borrower or any Restricted Subsidiary.





     “Net Cash Proceeds”, with respect to any issuance or sale of Capital Stock or Indebtedness,
means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees,
underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and
other fees actually incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.



     “Note” or “Notes” means one or more of the promissory notes of Borrower substantially in the
form of Exhibit A, or any combination thereof.



     “Obligations” means all (a) principal of and premium on the Term Loans, (b) interest,
expenses, fees and all other sums payable by Obligors under the Loan Documents, including the



 









 







fees, expenses of Agent and Agent-Related Persons, (c) obligations of Obligors under any
indemnity for Claims, (d) Extraordinary Expenses, and (e) other Indebtedness, obligations and
liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or
hereafter arising, whether or not evidenced by a note or other writing, whether or not allowed in
any Insolvency Proceeding, whether or not arising from an extension of credit, acceptance, loan,
guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due
or to become due, primary or secondary, or joint or several.



     “Obligor” means each of Borrower, Subsidiary Guarantor or any other Person that is liable for
payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any
Obligations.



     “Officer” means the Chairman of the Board, the President, Chief Executive Officer, Chief
Financial Officer, Managing Director, any Vice President, any financial officer, the Treasurer,
Controller, Director of Finance, the Secretary or any Assistant Secretary of Borrower or, if the
context requires, an Obligor.



     “Officers’ Certificate” means a certificate signed by an Officer.



     “Organic Documents” means with respect to any Person, as applicable, its charter, certificate
or articles of incorporation, bylaws, articles of organization, articles of association,
memorandum, limited liability agreement, operating agreement, members agreement, shareholders
agreement, partnership agreement, certificate of partnership, certificate of formation, voting
trust agreement, or similar agreement or instrument governing the formation or operation of such
Person.



     “Original Issue Discount” has the meaning set forth in Section 2.01.



     “OSHA”: the Occupational Safety and Act of 1970.



     “Other Agreement” means each Note, Lien Waiver, Related Real Estate Document, compliance
certificate, financial statement or report delivered hereunder; or other document or agreement
(other than this Agreement or a Security Document), now or hereafter delivered by an Obligor or
other Person (providing that an Obligor is also party to thereto) to Agent or a Lender in
connection with any transactions relating hereto.



     “Other Credit Agreement” means the Bank of America Credit Agreement, together with the related
documents thereto (including any term loans and revolving loans thereunder, any guarantees and
security documents), as amended, extended, renewed, replaced, restated, supplemented or otherwise
modified or Refinanced (in whole or in part, and without limitation as to amount, terms,
conditions, covenants and other provisions and whether by the same or any other lender or group of
lenders) from time to time (including by adding Subsidiaries of Borrower as additional borrower or
Guarantors thereunder), or a successor credit agreement or any other credit agreement or any other
agreement (excluding this Agreement) (and related documents) governing any Indebtedness (including
one or more debt facilities, receivables financing facilities or commercial paper facilities or
indentures with banks or other lenders or a trustee providing for revolving credit loans, term
loans, receivables financing (including through the sale of receivables to such lenders or to
special purpose entities formed to borrow from such



 









 







lenders against such receivables) or letters of credit or issuances of debt securities to
institutional investors, or one or more Sale/Leaseback Transactions with counterparties thereto).



     “Other Taxes” means all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made under any Loan Document or
from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.



     “Participant” has the meaning set forth in Section 10.02(a).



     “Patent Security Agreement” means that certain Patent Security Agreement, dated as of the date
hereof, among the Borrower, the Subsidiary Guarantors party thereto and Credit Suisse, as
Collateral Agent.



     “Payment Item” means each check, draft or other item of payment payable to an Obligor,
including those constituting proceeds of any Collateral.



     “Pledge Agreement” means each pledge agreement executed by an Obligor in favor of Agent.



     “PBGC” means the Pension Benefit Guaranty Corporation.



     “Pension Plan” means any employee pension benefit plan (as such term is defined in Section
3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is
sponsored or maintained by any Obligor or ERISA Affiliate or to which the Obligor or ERISA
Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any time during the
preceding five plan years.



     “Permitted Asset Disposition” means an Asset Disposition permitted under Section 4.06.



     “Permitted Investment” means an Investment by Borrower or any Restricted Subsidiary in




	 	(1)	 	Borrower, a Restricted Subsidiary or a Person that will, upon the making of
such Investment, become a Restricted Subsidiary; provided, however,
that the primary business of such Restricted Subsidiary is a Related Business;
	 
	 	(2)	 	another Person if as a result of such Investment such other Person is merged or
consolidated with or into, or transfers or conveys all or substantially all its assets
to, Borrower or a Restricted Subsidiary; provided, however, that such
Person’s primary business is a Related Business;
	 
	 	(3)	 	cash and Temporary Cash Investments;
	 
	 	(4)	 	receivables owing to Borrower or any Restricted Subsidiary if created or
acquired in the ordinary course of business and payable or dischargeable in accordance
with customary trade terms; provided, however, that such trade terms
may include




 









 






	 	 	 	such concessionary trade terms as Borrower or any such Restricted Subsidiary deems
reasonable under the circumstances;
	 
	 	(5)	 	payroll, travel and similar advances to cover matters that are expected at the
time of such advances ultimately to be treated as expenses for accounting purposes and
that are made in the ordinary course of business;
	 
	 	(6)	 	loans or advances to employees made in the ordinary course of business
consistent with past practices of Borrower or such Restricted Subsidiary and not
exceeding $2.0 million in the aggregate outstanding at any one time;
	 
	 	(7)	 	stock, obligations or securities received in settlement of debts created in the
ordinary course of business and owing to Borrower or any Restricted Subsidiary or in
satisfaction of judgments or settlements, compromises or resolutions of litigation,
arbitration or other disputes;
	 
	 	(8)	 	any Person to the extent such Investment represents the non-cash portion of the
consideration received for (i) an Asset Disposition as permitted pursuant to Section
4.06 or (ii) a disposition of assets not constituting an Asset Disposition;
	 
	 	(9)	 	any Person where such Investment was acquired by Borrower or any of its
Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable
held by Borrower or any such Restricted Subsidiary in connection with or as a result of
a bankruptcy, workout, reorganization or recapitalization of the issuer of such other
Investment or accounts receivable or (b) as a result of a foreclosure by Borrower or
any of its Restricted Subsidiaries with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default;
	 
	 	(10)	 	any Person to the extent such Investments consist of prepaid expenses,
negotiable instruments held for collection and lease, utility and workers’
compensation, performance and other similar deposits made in the ordinary course of
business by Borrower or any Restricted Subsidiary;
	 
	 	(11)	 	any Person to the extent such Investments consist of Hedging Obligations
otherwise permitted under Section 4.03;
	 
	 	(12)	 	any Person to the extent such Investment exists on the Closing Date, and any
extension, modification or renewal of any such Investments existing on the Closing
Date, but only to the extent not involving additional advances, contributions or other
Investments of cash or other assets or other increases thereof (other than as a result
of the accrual or accretion of interest or original issue discount or the issuance of
pay-in-kind securities, in each case, pursuant to the terms of such Investment as in
effect on the Closing Date);
	 
	 	(13)	 	Persons to the extent such Investments, when taken together with all other
Investments made pursuant to this clause (13) and outstanding on the date such
Investment is made, do not exceed $1.0 million;




 









 






	 	(14)	 	Investments resulting from the acquisition of a Person that at the time of such
acquisition held instruments constituting Investments that were not acquired in
contemplation of the acquisition of such Person;
	 
	 	(15)	 	any Investment in a Receivables Subsidiary or any Investment by a Receivables
Subsidiary in any other Person in connection with a Qualified Receivables Transaction,
including Investments of funds held in accounts permitted or required by the
arrangements governing such Qualified Receivables Transaction or any related
Indebtedness; and
	 
	 	(16)	 	Guarantees issued in accordance with Section 4.03.





     “Permitted Liens” means, with respect to any Person,




	 	(1)	 	pledges or deposits by such Person under workers’ compensation laws,
unemployment insurance laws or similar legislation, or good faith deposits in
connection with bids, tenders, contracts (other than for the payment of Indebtedness)
or leases to which such Person is a party, or deposits to secure public or statutory
obligations of such Person or deposits of cash or United States government bonds to
secure surety or appeal bonds to which such Person is a party, or deposits as security
for contested taxes or import duties or for the payment of rent, in each case Incurred
in the ordinary course of business;
	 
	 	(2)	 	Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens,
in each case for sums not yet due or being contested in good faith by appropriate
proceedings or other Liens arising out of judgments or awards against such Person with
respect to which such Person shall then be proceeding with an appeal or other
proceedings for review and Liens arising solely by virtue of any statutory or common
law provision relating to banker’s Liens, rights of setoff or similar rights and
remedies as to deposit accounts or other funds maintained with a creditor depository
institution; provided, however, that (A) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against access by
Borrower in excess of those set forth by regulations promulgated by the Federal Reserve
Board and (B) such deposit account is not intended by Borrower or any Restricted
Subsidiary to provide collateral to the depository institution;
	 
	 	(3)	 	Liens for property taxes not yet subject to penalties for non-payment or which
are being contested in good faith by appropriate proceedings;
	 
	 	(4)	 	Liens in favor of issuers of surety bonds or letters of credit issued pursuant
to the request of and for the account of such Person in the ordinary course of its
business; provided, however, that such letters of credit do not
constitute Indebtedness;
	 
	 	(5)	 	minor survey exceptions, minor encumbrances, easements or reservations of, or
rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as to the
use of real property or Liens incidental to the conduct of the business of such




 









 






	 	 	 	Person or to the ownership of its properties which were not Incurred in connection
with Indebtedness and which do not in the aggregate materially adversely affect the
value of said properties or materially impair their use in the operation of the
business of such Person;
	 
	 	(6)	 	Liens securing Indebtedness Incurred to finance the construction, purchase or
lease of, or repairs, improvements or additions to, property, plant or equipment of
such Person so long as such Indebtedness is permitted to be Incurred under this
Agreement; provided, however, that the Lien may not extend to any other
property owned by such Person or any of its Restricted Subsidiaries at the time the
Lien is Incurred (other than assets and property affixed or appurtenant thereto), and
the Indebtedness (other than any interest thereon) secured by the Lien may not be
Incurred more than 180 days after the later of the acquisition, completion of
construction, repair, improvement, addition or commencement of full operation of the
property subject to the Lien;
	 
	 	(7)	 	Liens to secure Indebtedness Incurred pursuant to Section 4.03(b)(1) or Section
4.03(b)(16);
	 
	 	(8)	 	Liens (A) existing on the Closing Date (other than Liens securing obligations
under the Other Credit Agreement or this Agreement) including Liens securing
Third-Priority Lien Obligations and (B) granted pursuant to the terms of the Third Lien
Note Documents and the Security Documents, as in effect on the Closing Date;
	 
	 	(9)	 	Liens on property or shares of Capital Stock of another Person at the time
such other Person becomes a Subsidiary of such Person; provided,
however, that the Liens may not extend to any other property owned by such
Person or any of its Restricted Subsidiaries (other than assets and property affixed
or appurtenant thereto);
	 
	 	(10)	 	Liens on property at the time such Person or any of its Subsidiaries acquires
the property, including any acquisition by means of a merger or consolidation with or
into such Person or a Subsidiary of such Person; provided, however,
that the Liens may not extend to any other property owned by such Person or any of its
Restricted Subsidiaries (other than assets and property affixed or appurtenant
thereto);
	 
	 	(11)	 	Liens securing Indebtedness or other obligations of a Subsidiary of such Person
owing to such Person or a Restricted Subsidiary of such Person;
	 
	 	(12)	 	Liens securing Hedging Obligations pursuant to any Interest Rate Agreement so
long as such Hedging Obligations are permitted to be Incurred under this Agreement and
Liens securing Hedging Obligations pursuant to any Currency Agreement entered into with
a lender under the Other Credit Agreement;
	 
	 	(13)	 	Liens to secure any Refinancing (or successive Refinancings) as a whole, or in
part, of any Indebtedness secured by any Lien referred to in the foregoing clause




 









 






	 	 	 	(6), (8), (9) or (10); provided, however, that (A) such new Lien
shall be limited to all or part of the same property and assets that secured or,
under the written agreements pursuant to which the original Lien arose, could secure
the original Lien (plus improvements and accessions to such property or proceeds or
distributions thereof) and (B) the Indebtedness secured by such Lien at such time is
not increased to any amount greater than the sum of (i) the outstanding principal
amount or, if greater, committed amount of the Indebtedness described under clause
(6), (8), (9) or (10) at the time the original Lien became a Permitted Lien and (ii)
an amount necessary to pay any fees and expenses, including premiums, related to
such refinancing, refunding, extension, renewal or replacement;
	 
	 	(14)	 	[Reserved];
	 
	 	(15)	 	Liens on accounts receivable and related assets of the type specified in the
definition of “Qualified Receivables Transaction” Incurred in connection with a
Qualified Receivables Transaction, provided that any Indebtedness of a Receivables
Subsidiary secured by such Liens was incurred pursuant to Section 4.03(b)(12);
	 
	 	(16)	 	Liens on specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’ acceptances issued or created
for the account of such Person to facilitate the purchase, shipment or storage of such
inventory or other goods;
	 
	 	(17)	 	Liens imposed pursuant to licenses, sublicenses, leases and subleases
(including landlords’ Liens) which do not materially interfere with the ordinary
conduct of the business of Borrower or any of its Restricted Subsidiaries;
	 
	 	(18)	 	Liens arising from Uniform Commercial Code financing statement filings
regarding operating leases entered into by Borrower and its Restricted Subsidiaries in
the ordinary course of business;
	 
	 	(19)	 	Liens securing obligations owing to and held solely by Borrower or any
Subsidiary Guarantor or Liens on assets of a Restricted Subsidiary that is not a
Subsidiary Guarantor securing obligations owing to and held solely by another
Restricted Subsidiary that is not a Subsidiary Guarantor;
	 
	 	(20)	 	judgment Liens (where the judgment does not constitute an Event of Default), so
long as such Lien is adequately bonded and any appropriate legal proceedings which may
have been duly initiated for the review of such judgment shall not have been finally
terminated or the period within which such proceedings may be initiated shall not have
expired;
	 
	 	(21)	 	Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods;




 









 






	 	(22)	 	Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into by Borrower or any of its Restricted
Subsidiaries in the ordinary course of business;
	 
	 	(23)	 	[Reserved];
	 
	 	(24)	 	Liens Incurred to secure cash management services in the ordinary course of
business; and
	 
	 	(25)	 	Liens securing the Term Loans, the Subsidiary Guaranties, amortization of debt
discount in respect thereof, and all other Obligations under the Loan Documents.




Notwithstanding the foregoing, “Permitted Liens” will not include any Lien described in clause (6),
(9) or (10) above to the extent such Lien applies to any Property acquired directly or indirectly
from Net Available Cash pursuant to Section 2.11. For purposes of this definition, the
term “Indebtedness” shall be deemed to include interest on such Indebtedness.




     “Person” means any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity.



     “Plan” means any employee benefit plan (as such term is defined in Section 3(3) of ERISA)
established by an Obligor or, with respect to any such plan that is subject to Section 412 of the
Code or Title IV of ERISA, an ERISA Affiliate.



     “Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any
class or classes (however designated) which is preferred as to the payment of dividends or
distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of such Person.



     “Pro Forma Cost Savings” means cost savings that Borrower reasonably determines are probable
based upon specifically identified actions to be taken within six months of the date of an
acquisition (net of any reduction in EBITDA as a result of such cost savings that Borrower
reasonably determines are probable); provided, however, that Borrower’s chief
financial officer and chief accounting officer shall have certified in an Officers’ Certificate
delivered to Agent the specific actions to be taken, the cost savings to be achieved from each such
action, that such savings have been determined to be probable and the amount, if any, of any
reduction in EBITDA in connection therewith. Where specifically provided by this Agreement,
Borrower shall give pro forma effect to such Pro Forma Cost Savings as if they had been
effected as of the beginning of the applicable period.



     “Pro Rata Share” means, with respect to a Lender’s right to receive payments of interest and
principal with respect to the Term Loans, the percentage obtained by dividing (i) the outstanding
principal amount of the Term Loans made by or assigned to such Lender by (ii) the total outstanding
principal amount of the Term Loans, in each case as the applicable percentages may be adjusted by
assignments permitted pursuant to Section 10.01. The Pro Rata Shares of each Lender as of
the Closing Date are set forth on Schedule 2.01 hereto.



 









 





     “Property” means any interest in any kind of property or asset, whether real, personal or
mixed, or tangible or intangible.



     “Qualified Receivables Transaction” means any transaction or series of transactions that may
be entered into by Borrower or any Restricted Subsidiary pursuant to which Borrower or any
Restricted Subsidiary may sell, convey or otherwise transfer to (1) a Receivables Subsidiary (in
the case of a transfer by Borrower or any Restricted Subsidiary) and (2) any other Person (in the
case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts
receivable (whether now existing or arising in the future) of Borrower or any Restricted
Subsidiary, and any assets related thereto, including all collateral securing such accounts
receivable, all contracts and all guarantees or other obligations in respect of such accounts
receivable, proceeds of such accounts receivable and other assets that are customarily transferred,
or in respect of which security interest are customarily granted, in connection with asset
securitization transactions involving accounts receivable.



     “RCRA”: the Resource Conservation and Recovery Act (42 U.S.C. §§  6991-6991i).



     “Real Estate” means all right, title and interest (whether as owner, lessor or lessee) in any
real Property or any buildings, structures, parking areas or other improvements thereon.



     “Receivables Subsidiary” means any Person formed for the purpose of engaging in a Qualified
Receivables Transaction with Borrower or a Restricted Subsidiary that engages in no activities
other than in connection with the financing of accounts receivable and that is designated by the
Board of Directors of Borrower (as provided below) as a Receivables Subsidiary and (1) has no
Indebtedness or other obligations (contingent or otherwise) that (a) are guaranteed by Borrower or
any Restricted Subsidiary, other than contingent liabilities pursuant to Standard Securitization
Undertakings, (b) are recourse to or obligate Borrower or any Restricted Subsidiary in any way
other than pursuant to Standard Securitization Undertakings or (c) subjects any property or asset
of Borrower or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than pursuant to Standard Securitization Undertakings; (2) has no
contract, agreement, arrangement or undertaking (except in connection with a Qualified Receivables
Transaction) with Borrower or its Restricted Subsidiaries other than on terms no less favorable to
Borrower or such Restricted Subsidiaries than those that might be obtained at the time from Persons
that are not Affiliates of Borrower, other than fees payable in the ordinary course of business in
connection with servicing accounts receivable; and (3) neither Borrower nor any Restricted
Subsidiary has any obligation to maintain or preserve the Receivables Subsidiary’s financial
condition or cause the Receivables Subsidiary to achieve certain levels of operating results.



     Any such designation by the Board of Directors of Borrower shall be evidenced to Agent by
filing with Agent a certified copy of the resolution of the Board of Directors of Borrower giving
effect to such designation and an Officers’ Certificate certifying, to the best of such officers’
knowledge and belief after consulting with counsel, that such designation complied with the
foregoing conditions.



     “Reference Date” means July 6, 2005.



 









 





     “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay,
prepay, redeem, purchase, defease or retire, or to issue other Indebtedness in exchange or
replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.



     “Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of Borrower or
any Restricted Subsidiary existing on the Closing Date or Incurred in compliance with this
Agreement, including Indebtedness that Refinances Refinancing Indebtedness; provided,
however, that:




	 	(1)	 	(a) if the maturity date of the Indebtedness being Refinanced is earlier than
the Maturity Date of the Term Loans, the Refinancing Indebtedness has a maturity date
no earlier than the maturity date of the Indebtedness being Refinanced or (b) if the
maturity date of the Indebtedness being Refinanced is later than the Maturity Date of
the Term Loans, the Refinancing Indebtedness has a maturity date at least 91 days later
than the Maturity Date of the Term Loans;
	 
	 	(2)	 	such Refinancing Indebtedness has an Average Life at the time such Refinancing
Indebtedness is Incurred that is equal to or greater than the Average Life of the
Indebtedness being Refinanced;
	 
	 	(3)	 	such Refinancing Indebtedness has an aggregate principal amount (or if Incurred
with original issue discount, an aggregate issue price) that is equal to or less than
the aggregate principal amount (or if Incurred with original issue discount, the
aggregate accreted value) then outstanding (plus fees and expenses, including any
premium and defeasance costs) under the Indebtedness being Refinanced; and
	 
	 	(4)	 	if the Indebtedness being Refinanced is subordinated to the Term Loans in right
of payment and/or priority of Liens on the Collateral, such Refinancing Indebtedness is
subordinated to the Term Loans in right of payment or priority of Liens on the
Collateral at least to the same extent as the Indebtedness being Refinanced;




provided further, however, that Refinancing Indebtedness shall not include
Indebtedness of a Subsidiary that Refinances Indebtedness of Borrower or Indebtedness of Borrower
or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.




     “Related Business” means any business in which Borrower or any of the Restricted Subsidiaries
was engaged on the Closing Date and any business related, ancillary or complementary to such
business.



     “Related Real Estate Documents” means with respect to any Real Estate subject to a Mortgage,
the following, in form and substance satisfactory reasonably to Agent: (a) a mortgagee title
policy (or binder therefor) covering Agent’s interest under the Mortgage, in a form and amount and
by an insurer acceptable to Agent, which must be fully paid on such effective date; (b) such
assignments of leases, estoppel letters, attornment agreements, consents, waivers and releases as
Agent may request with respect to other Persons having an interest in the Real Estate; (c) a
current, as-built survey of the Real Estate, containing a metes-and-bounds property description and
flood plain certification, and certified by a licensed surveyor reasonably



 









 







acceptable to Agent; (d) flood insurance in an amount, with endorsements and by an insurer
reasonably acceptable to Agent, if the Real Estate is within a flood plain; (e) a current appraisal
of the Real Estate, prepared by an appraiser acceptable to Agent, and in form and substance
satisfactory to Requisite Lenders; (f) if available, an environmental assessment, prepared by
environmental engineers acceptable to Agent, and accompanied by such reports, certificates, studies
or data as Agent (acting at the direction of the Requisite Lenders) may reasonably request, which
shall all be in form and substance satisfactory to Requisite Lenders; and (g) an environmental
agreement and such other documents, instruments or agreements as Agent (acting act the direction of
the Requisite Lenders) may reasonably request with respect to any environmental risks regarding the
Real Estate. In no event shall Agent have any duty, liability or obligation to review any Related
Real Estate Document or to request any Related Real Estate Document (other than pursuant to a
direction of the Requisite Lenders).



     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than
events for which the 30 day notice period has been waived.



     “Requisite Lenders” means (i) in the event that Lenders consist solely of two groups of
Affiliated Lenders, Lenders holding sixty five percent (65%) or more of the aggregate outstanding
principal balance of the Term Loans, (ii) otherwise Lenders holding fifty one and 1/10 percent
(50.1%) or more of the aggregate outstanding principal balance of the Term Loans.



     “Restricted Payment” with respect to any Person means




	 	(1)	 	the declaration or payment of any dividends or any other distributions of any
sort in respect of its Capital Stock (including any payment in connection with any
merger or consolidation involving such Person) or similar payment to the direct or
indirect holders of its Capital Stock (other than (A) dividends or distributions
payable solely in its Capital Stock (other than Disqualified Stock), (B) dividends or
distributions payable solely to Borrower or a Restricted Subsidiary and (C) pro rata
dividends or other distributions made by a Subsidiary that is not a Wholly Owned
Subsidiary to minority stockholders (or owners of an equivalent interest in the case of
a Subsidiary that is an entity other than a corporation));
	 
	 	(2)	 	the purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value of any Capital Stock of Borrower held by any Person (other than by
a Restricted Subsidiary) or of any Capital Stock of a Restricted Subsidiary held by any
Affiliate of Borrower (other than by a Restricted Subsidiary), including in connection
with any merger or consolidation and including the exercise of any option to exchange
any Capital Stock (other than into Capital Stock of Borrower that is not Disqualified
Stock);
	 
	 	(3)	 	the purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value, prior to scheduled maturity, scheduled repayment or scheduled
sinking fund payment of any Junior Financing of Borrower or any Subsidiary Guarantor
(other than (A) from Borrower or a Restricted Subsidiary or (B) the purchase,
repurchase, redemption, defeasance or other acquisition or retirement of Junior
Financing purchased in anticipation of satisfying a sinking




 









 






	 	 	 	fund obligation, principal installment or final maturity, in the case of clause (B)
due within one year of the date of such purchase, repurchase, redemption, defeasance
or other acquisition or retirement); or
	 
	 	(4)	 	the making of any Investment (other than a Permitted Investment) in any Person.





     “Restricted Subsidiary” means any Subsidiary of Borrower that is not an Unrestricted
Subsidiary.



     “Restrictive Agreement” means an agreement (other than a Loan Document) that conditions or
restricts the right of Borrower, Subsidiary or other Obligor to incur or repay Borrowed Money, to
grant Liens on any assets, to declare or make Restricted Payments, to modify, extend or renew any
agreement evidencing Borrowed Money, or to repay any intercompany Indebtedness.



     “Revolving Credit Facility” means any revolving credit facility contained in the Other Credit
Agreement and any other facility or financing arrangement that provides for revolving Indebtedness
that Refinances, in whole or in part, any such revolving credit facility.



     “Sale/Leaseback Transaction” means an arrangement relating to property owned by Borrower or a
Restricted Subsidiary on the Closing Date or thereafter acquired by Borrower or a Restricted
Subsidiary whereby Borrower or a Restricted Subsidiary transfers such property to a Person (other
than Borrower or a Restricted Subsidiary) and Borrower or a Restricted Subsidiary leases it from
such Person.



     “SEC” means the U.S. Securities and Exchange Commission.



     “Second Lien Intercreditor Agreement” the Intercreditor Agreement, dated as of the Closing
Date, by and among Borrower, the Subsidiary Guarantors party thereto, Agent and the Third Lien
Collateral Agent.



     “Securities Act” means the U.S. Securities Act of 1933, as amended.



     “Security Documents” means the provisions in Article 8 of this Agreement, pledge agreement,
aircraft security agreements, guaranties, mortgages, copyright security agreements, patent security
agreements, trademark security agreements, deposit account control agreements, and all other
documents, instruments and agreements executed and delivered by an Obligor now or hereafter
securing (or given with the intent to secure) any Obligations.



     “Senior Indebtedness” means with respect to any Person:




	 	(1)	 	Indebtedness of such Person, whether outstanding on the Closing Date or
thereafter Incurred; and
	 
	 	(2)	 	all other obligations of such Person (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to such Person
whether or not post-filing interest is allowed in such proceeding) in respect of
Indebtedness described in clause (1) above,




 









 










unless, in the case of clauses (1) and (2) above, in the instrument creating or evidencing the same
or pursuant to which the same is outstanding it is provided that such Indebtedness or other
obligations are subordinate in right of payment to the Term Loans or the Subsidiary Guaranty of
such Person, as the case may be; provided, however, that Senior Indebtedness of
such Person shall not include:





	 	(A)	 	any obligation of such Person to Borrower or any Subsidiary;
	 
	 	(B)	 	any liability for Federal, state, local or other taxes owed or
owing by such Person;
	 
	 	(C)	 	any accounts payable or other liability to trade creditors
arising in the ordinary course of business;
	 
	 	(D)	 	any Indebtedness or other obligation of such Person which is
subordinate or junior in any respect to any other Indebtedness or other
obligation of such Person; or
	 
	 	(E)	 	that portion of any Indebtedness which at the time of
Incurrence is Incurred in violation of this Agreement.





     “Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant
Subsidiary” of Borrower within the meaning of Rule 1-02 under Regulation S-X promulgated by the
SEC.



     “Solvent” means as to any Person, such Person (a) owns Property whose Fair Saleable Value is
greater than the amount required to pay all of its debts (including contingent, subordinated,
unmatured and unliquidated liabilities); (b) owns Property whose present Fair Saleable Value is
greater than the probable total liabilities (including contingent, subordinated, unmatured and
unliquidated liabilities) of such Person as they become absolute and matured; (c) is able to
generally pay all of its debts as they mature; (d) has capital that is not unreasonably small for
its business and is sufficient to carry on its business and transactions and all business and
transactions in which it is about to engage; (e) is not “insolvent” within the meaning of Section
101(32) of the Bankruptcy Code; and (f) has not incurred (by way of assumption or otherwise) any
obligations or liabilities (contingent or otherwise) under any Loan Documents, or made any
conveyance in connection therewith, with actual intent to hinder, delay or defraud either present
or future creditors of such Person or any of its Affiliates.



     “Standard & Poor’s” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.,
and any successor to its rating agency business.



     “Standard Securitization Undertakings” means all representations, warranties, covenants and
indemnities entered into by Borrower or any Restricted Subsidiary which are customary in
securitization transactions involving accounts receivable.



     “Subsidiary” means, with respect to any Person, any corporation, association, partnership or
other business entity of which more than 50% of the total voting power of shares of Voting Stock is
at the time owned or controlled, directly or indirectly, by (1) such Person, (2)



 









 







such Person and one or more Subsidiaries of such Person or (3) one or more Subsidiaries of
such Person.



     “Subsidiary Guarantor” means each Subsidiary of Borrower that executes this Agreement as a
guarantor and each other Subsidiary of Borrower that thereafter guarantees the Term Loans pursuant
to the terms of this Agreement.



     “Subsidiary Guaranty” means a Guarantee by a Subsidiary Guarantor of Borrower’s Obligations
under the Loan Documents.



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



     “Temporary Cash Investments” means any of the following:




	 	(1)	 	any investment in direct obligations of the United States of America or any
agency thereof or obligations guaranteed by the United States of America or any agency
thereof;
	 
	 	(2)	 	investments in demand and time deposit accounts, certificates of deposit and
money market deposits maturing within 180 days of the date of acquisition thereof
issued by a bank or trust company which is organized under the laws of the United
States of America, any State thereof or any foreign country recognized by the United
States of America, and which bank or trust company has capital, surplus and undivided
profits aggregating in excess of $50,000,000 (or the foreign currency equivalent
thereof) and has outstanding debt which is rated “A” (or such similar equivalent
rating) or higher by at least one nationally recognized statistical rating organization
(as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by
a registered broker dealer or mutual fund distributor;
	 
	 	(3)	 	repurchase obligations with a term of not more than 30 days for underlying
securities of the types described in clause (1) above entered into with a bank meeting
the qualifications described in clause (2) above;
	 
	 	(4)	 	investments in commercial paper, maturing not more than 180 days after the date
of acquisition, issued by a corporation (other than an Affiliate of Borrower) organized
and in existence under the laws of the United States of America or any foreign country
recognized by the United States of America with a rating at the time as of which any
investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or
higher) according to Standard and Poor’s;
	 
	 	(5)	 	investments in securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory of the
United States of America, or by any political subdivision or taxing authority thereof,
and rated at least “A” by Standard & Poor’s or “A” by Moody’s;




 









 






	 	(6)	 	investments in money market funds that invest at least 90% of their assets in
securities of the types described in clauses (1) through (5) above; and
	 
	 	(7)	 	in the case of a Foreign Subsidiary, Foreign Cash Investments held by it from
time to time in the ordinary course of business.





     “Term Loan” means a term loan made by Lenders to Borrower pursuant to Section 2.01.



     “Term Loan Commitment” shall have the meaning set forth in Section 2.01.



     “Other Term Loan Facility” means any term loan facility contained in an Other Credit Agreement
and any other facility or financing arrangement (other than those under this Agreement) that
provides for term loan borrowings that Refinances in whole or in part any such term loan facility.



     “Third Lien Collateral Agent” means U.S. Bank National Association, in its capacity as trustee
and collateral agent for the Third-Priority Lien Obligations.



     “Third Lien Notes Indenture” means (i) the Indenture, dated August 4, 2009, by and among
Borrower, certain of its Subsidiaries and U.S. Bank National Association, as Trustee and Third Lien
Collateral Agent, together with the related documents thereto (including any guarantees and
security documents), as the same may be amended, supplemented or otherwise modified from time to
time and (ii) any renewal, extension, refunding, restructuring, replacement, or Refinancing
thereof, in each case, as permitted under this Agreement.



     “Third Lien Notes” means the 11%/13% Third Lien Senior Secured Notes due 2013, issued by
Borrower on the Closing Date under the Third Lien Notes Indenture, in the aggregate principal
amount of up to $42,124,000 million, which principal amount may be increased as a result of the
payment of interest in kind pursuant to the terms thereunder and under the Third Lien Notes
Indenture.



     “Third Lien Note Documents” means Third Lien Notes Indenture, each Third Priority Security
Document and each Third Priority Guarantee.



     “Third Priority Guarantee” means any guarantee by any Obligor of any or all of the
Third-Priority Lien Obligations.



     “Third Priority Security Documents” means the “Security Documents” as defined in the Third
Lien Notes Indenture.



     “Third-Priority Lien Obligations” means (i) all Indebtedness of Borrower and the Subsidiary
Guarantors Incurred under the Third Lien Notes Indenture and (ii) all other obligations (not
constituting Indebtedness) of Borrower and the Subsidiary Guarantors under the Third Lien Notes
Indenture and other Third Lien Note Documents.



     “Total Assets” as of any date of determination means the total consolidated assets as shown on
the most recent balance sheet of Borrower and its Restricted Subsidiaries on a consolidated basis.



 









 





     “Trademark Security Agreement” means that certain Trademark Security Agreement, dated as of
the date hereof, among the Borrower, the Subsidiary Guarantors listed on the signature pages
thereto and Credit Suisse, as Collateral Agent.



     “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in
accordance with the assumptions used for funding the Pension Plan pursuant to Sections 412 and 430
of the Code for the applicable plan year.



     “Uniform Commercial Code” or “UCC” means the New York Uniform Commercial Code as in effect
from time to time.



     “Unrestricted Subsidiary” means:




	 	(1)	 	any Subsidiary of Borrower that at the time of determination shall be
designated an Unrestricted Subsidiary by the Board of Directors in the manner provided
below; and
	 
	 	(2)	 	any Subsidiary of an Unrestricted Subsidiary.




The Board of Directors may designate any Subsidiary of Borrower (including any newly acquired or
newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its
Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of,
Borrower or any other Subsidiary of Borrower that is not a Subsidiary of the Subsidiary to be so
designated; provided, however, that either (A) the Subsidiary to be so designated
has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such
designation would be permitted under Section 4.04. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that
immediately after giving effect to such designation (A) after giving effect to such designation, on
a pro forma basis, the Consolidated Coverage Ratio would exceed 2.00 to 1.00, and (B) no Default
shall have occurred and be continuing. Any such designation by the Board of Directors shall be
evidenced to Agent by promptly filing with Agent a copy of the resolution of the Board of Directors
giving effect to such designation and an Officers’ Certificate certifying that such designation
complied with the foregoing provisions.




     “U.S. Dollars” and $ mean lawful money of the United States.



     “U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than
U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by
converting such foreign currency involved in such computation into U.S. dollars at the spot rate
for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall
Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date
two Business Days prior to such determination.



     Except as described in Section 4.03, whenever it is necessary to determine whether Borrower
has complied with any covenant in this Agreement or a Default has occurred and an amount is
expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar
Equivalent determined as of the date such amount is initially determined in such currency.



 









 





     “Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding
and normally entitled (without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof.



     “Warrant and Unit Agreement” means the Warrant and Unit Agreement dated as of August 4, 2009,
by and among Borrower and U.S. Bank National Association as Unit Agent and Warrant Agent.



     “Wholly Owned Subsidiary” means a Restricted Subsidiary all the Capital Stock of which (other
than directors’ qualifying shares) is owned by Borrower or one or more other Wholly Owned
Subsidiaries.



     Section 1.02 Accounting Terms.



     Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be
interpreted, all accounting determinations shall be made, and all financial statements shall be
prepared, in accordance with GAAP applied on a basis consistent with the most recent audited
financial statements of Borrower delivered to Lenders before the Closing Date, except for any
change required or permitted by GAAP if Borrower’s certified public accountants concur in such
change and the change is disclosed to Lenders.



     If at any time any change in GAAP would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and either Borrower or the Requisite Lenders shall so
request, Agent, Lenders and Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in GAAP (subject to the
approval of the Requisite Lenders); provided that, until so amended, (i) such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change therein and (ii)
Borrower shall provide to Lenders as reasonably requested hereunder a reconciliation between
calculations of such ratio or requirement made before and after giving effect to such change in
GAAP. It is agreed that a change in GAAP contemplated above shall include the International
Financial Reporting Standards, or certain of the standards contained therein, becoming the required
methodology of financial reporting.



     Section 1.03 Uniform Commercial Code. As used herein, the following terms are defined
in accordance with the UCC in effect in the State of New York from time to time: “Chattel Paper,”
“Commercial Tort Claim,” “Deposit Account,” “Document,” “Equipment,” “General Intangibles,”
“Goods,” “Instrument,” “Inventory,” “Investment Property,” “Letter-of-Credit Right” and “Supporting
Obligation.”



     Section 1.04 Certain Matters of Construction(1) . The terms “herein,” “hereof,”
“hereunder” and other words of similar import refer to this Agreement as a whole and not to any
particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all
genders. In the computation of periods of time from a specified date to a later specified date,
“from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms
“including” and “include” shall mean “including, without limitation” and, for purposes of each Loan
Document,
the parties agree that the rule of ejusdem generis shall not be applicable to limit any
provision. Section titles appear as a matter of convenience only and shall not affect the



 









 







interpretation of any Loan Document. All references to (a) laws or statutes include all related
rules, regulations, interpretations, amendments and successor provisions; (b) any document,
instrument or agreement include any amendments, amendments and restatements, refinancings,
replacements, waivers and other modifications, extensions or renewals (to the extent permitted by
the Loan Documents and unless otherwise specified); (c) any section mean, unless the context
otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the
context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated
by reference; (e) any Person include successors and assigns; (f) time of day mean time of day at
Agent’s notice address under Section 11.03; or (g) discretion of any Lender mean the sole and
absolute discretion of such Person. All calculations of value, fundings of Term Loans and payments
of Obligations shall be in U.S. Dollars. All references to thresholds or limits in U.S. Dollars or
$ will also be deemed to include the U.S. Dollar Equivalent thereof. Unless the context otherwise
requires, all determinations made from time to time under the Loan Documents shall be made in light
of the circumstances existing at such time. Borrowers shall have the burden of establishing any
alleged negligence, misconduct or lack of good faith by Agent or any Lender under any Loan
Documents. No provision of any Loan Documents shall be construed against any party by reason of
such party having, or being deemed to have, drafted the provision. Whenever the phrase “to the
best of Borrower’s knowledge” or words of similar import are used in any Loan Documents, including
references to “knowledge of any Obligor”, it means actual knowledge of an Officer, or knowledge
that an Officer would have obtained if he or she had engaged in good faith and diligent performance
of his or her duties, including reasonably specific inquiries of employees or agents and a good
faith attempt to ascertain the matter to which such phrase relates.



     Section 1.05 Certifications. All certifications to be made hereunder by an officer or
representative of an Obligor shall be made by such person in his or her capacity solely as an
officer or a representative of such Obligor, on such Obligor’s behalf and not in such person’s
individual capacity.



     Section 1.06 Times of Day. Unless otherwise specified, all references herein to times of day
shall be references to Eastern Standard Time (daylight or standard, as applicable).



ARTICLE 2

LOAN




     Section 2.01 Term Loan Commitment. Subject to the terms and conditions of this Agreement
and relying upon the representations and warranties herein set forth, each Lender severally agrees
to make Term Loans to the Borrower on the Closing Date by advancing to the Borrower the aggregate
gross proceeds equal to 78.1% of the principal amount set forth opposite the name of such Lender on
Schedule 2.01 in an aggregate maximum principal amount for all Lenders of $16,800,000 (the
“Term Loan 
Commitment”) (prior to giving effect to the Original Issue Discount (as defined below)).
The Term Loan Commitment will be terminated upon the making of such Term Loans. The Term Loans
will be advanced with an original issue discount of 21.9% (the “Original Issue Discount”).
For avoid of doubt, the terms “principal” or “principal amount” through this Agreement refer to the
amount prior to giving effect to the Original Issue Discount. The aggregate principal balance of
the Term Loans shall be repaid in full on the



 









 







Maturity Date. No amounts repaid or prepaid with
respect to any Term Loan may be reborrowed.



     Section 2.02 Notes. Promptly following the request of any Lender, Borrower shall
execute and deliver to such Lender a Note to evidence its Term Loans, such Note to be in the
principal amount of such Lender’s Pro Rata Share of the Term Loans. Whether or not any Note is
issued, this Agreement is evidence of Borrower’s Obligations with respect to the Term Loans. In the
event of an assignment under Section 10.01, Borrower shall, promptly following surrender of
the assigning Lender’s Notes, issue new Notes to reflect the interests of the assigning Lender and
the Person to which interests are to be assigned. Each Note shall bear a legend in substantially
the following form:



     “THIS NOTE BEARS ORIGINAL ISSUE DISCOUNT. UPON WRITTEN REQUEST TO THE CHIEF FINANCIAL
OFFICER, COMMERCIAL VEHICLE GROUP, INC., 7800 WALTON PARKWAY, NEW ALBANY, OH 43054, INFORMATION
REGARDING THE AMOUNT OF ORIGINAL DISCOUNT, ISSUE DATE AND YIELD TO MATURITY WILL BE MADE
AVAILABLE.”



     Section 2.03 Funding Authorization. The proceeds of the Term Loans made pursuant to
this Agreement are to be funded by Lenders by wire transfer to the account designated by Borrower
on Schedule 2.03.



     Section 2.04 Interest. From the Closing Date until the Term Loans become due and are
repaid in full, the Term Loans shall bear interest, payable at the fixed per annum rate of fifteen
percent (15.0%) on the Term Loans on such Interest Payment Date (as defined below).



     Section 2.05 Calculation of Interest. Interest on the Term Loans shall be calculated
daily on the outstanding principal amount of the Term Loans on the basis of a three hundred sixty
(360) day year for the actual number of days elapsed in the period during which it accrues.
Interest on the Term Loans is payable in arrears on the last day of each calendar quarter ending on
March 31, June 30, September 30 and December 31 (each, an “Interest Payment Date”)
beginning with the calendar quarter ending September 30, 2009 and ending on the Maturity Date,
whether by acceleration or otherwise. The accrued and unpaid interest on the Term Loans hereunder
that is due and payable on each such Interest Payment Date shall be paid solely in cash.



     Section 2.06 Defaulted Interest. At the election of Requisite Lenders, effective upon written notice to Borrower, during the
continuance of an Event of Default, to the extent permitted by applicable law, any Obligations
shall bear interest at a rate per annum equal to the rate of interest otherwise in effect from time
to time pursuant to the terms of this Agreement plus 2.00% (the “Default Rate”).



     Section 2.07 Excess Interest. (a) Notwithstanding any provision to the contrary
contained in this Agreement or the other Loan Documents, Borrower shall not be required to pay, and
neither Agent nor any Lender shall be permitted to collect, any amount of interest in excess of the
maximum amount of interest permitted by law (“Excess Interest”). If any Excess Interest is
provided for or determined by a court of competent jurisdiction to have been provided for in



 









 







this
Agreement or in any of the other Loan Documents, then in such event: (1) the provisions of this
Section 2.07 shall govern and control; (2) Borrower shall not be obligated to pay any
Excess Interest; (3) any Excess Interest that Agent or any Lender may have received hereunder shall
be, at Lenders’ option, (a) applied as a credit against the outstanding principal balance of the
Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by law), (b)
refunded to the payor thereof, or (c) any combination of the foregoing; and (4) the interest
rate(s) provided for herein shall be automatically reduced to the maximum lawful rate allowed from
time to time under applicable law (the “Maximum Rate”), and this Agreement and the other
Loan Documents shall be deemed to have been and shall be, reformed and modified to reflect such
reduction. Notwithstanding the foregoing, if for any period of time interest on any Obligation is
calculated at the Maximum Rate rather than the applicable rate under this Agreement, and thereafter
such applicable rate becomes less than the Maximum Rate, the rate of interest payable on such
Obligation shall remain at the Maximum Rate until each Lender shall have received the amount of
interest that such Lender would have received during such period on such Obligation had the rate of
interest not been limited to the Maximum Rate during such period.



     Section 2.08 Other Fees and Expenses. Borrower agrees to promptly, and in any event
within five (5) Business Days following written demand (including, to the extent reasonably
requested by Borrower, documentation supporting such request) therefor, pay all reasonable (i)
fees, out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses and
appraisal fees and expenses) incurred by Agent and any Lender in connection with any matters
contemplated by or arising out of the Loan Documents, in connection with the examination, review,
due diligence investigation, documentation, negotiation, closing and syndication of the
transactions contemplated herein and in connection with the continued administration of the Loan
Documents and the performance of Agent’s duties thereunder, including any amendments,
modifications, consents and waivers, and (ii) fees, out-of-pocket costs and expenses of Agent and
any Lender acting in any capacity (including, without limitation, reasonable attorneys’ fees and
expenses and appraisal fees and expenses) in connection with the preservation, enforcement or
protection of any of their rights and remedies under the Loan Documents or otherwise.
Notwithstanding anything to the contrary provided herein, in no event shall Borrower or any
Subsidiary Guarantor be responsible for any portion of costs, fees or expenses of Agent, any Lender
or any Lender-Related Person to the extent that a court of competent jurisdiction finally
determines to have resulted from the gross negligence or willful misconduct of Agent, such Lender
or such Lender-Related Person or a
Claim arising solely among Lenders or Lender-Related Persons, as the case may be. All fees,
costs and expenses for which Borrower is responsible under this Section 2.08 shall be
deemed part of the Obligations when incurred, payable in accordance with Section 2.09 and
secured by the Collateral.



     Section 2.09 Repayments. All payments by Borrower of the Obligations shall be made in
US Dollars, in same day funds and delivered to the Agent, as applicable, by wire transfer to the
accounts set forth on Schedule 2.09 or such other place within the United States as Agent may from
time to time designate in writing:



     Borrower shall receive credit on the day of receipt for funds received by a Lender or Agent,
as applicable, by 1:00 p.m. (New York City time). If funds are received at or after 1:00pm (New
York City time), such funds shall be deemed to have been paid on the next



 









 







Business Day. Whenever
any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the
payment may be made on the next succeeding Business Day and such extension of time shall be
included in the computation of the amount of interest and fees due hereunder. The prior two
sentences notwithstanding, as long as any such payment shall have been received by the Agent on the
applicable due date, no Event of Default or Default shall have been deemed to have occurred with
respect to the time such payment was made. Agent shall only be obligated to transfer any amounts
to the Lenders if and to the extent Agent has actually received such amounts from Borrower or any
other Obligor in accordance with the terms of the Loan Documents.



     Section 2.10 Voluntary Prepayments of the Term Loans. Borrower may prepay the Term
Loans, in whole or in part, from time to time, upon written or fax notice (or telephone notice
promptly confirmed by written or fax notice) at least one Business Day prior to the date of such
prepayment, to the Administrative Agent before 1:00 p.m., New York City time, in the amount of the
principal amount so prepaid (which amount shall not be less than $500,000) plus a prepayment
premium equal to (a) 7.5% of the Accreted Value thereof if such prepayment occurs after the first
anniversary of the Closing Date but on or before the second anniversary of the Closing Date, (b)
3.75% of the Accreted Value thereof if such prepayment occurs after the second anniversary of the
Closing Date but on or before the third anniversary of the Closing Date, and (c) 0% of the Accreted
Value thereof if such prepayment occurs after the third anniversary of the Closing Date;
provided, further, that Borrower may not prepay the Term Loans, in whole or in part,
pursuant to this Section 2.10 on or before the first anniversary of the Closing Date. Any
such prepayment shall be accompanied by all accrued and unpaid interest on the amount prepaid.



     Section 2.11 Mandatory Prepayments of the Term Loans.



          (a) Within five Business Days of any Permitted Asset Disposition, Borrower shall prepay the
Term Loans with the Net Available Cash of such Permitted Asset Disposition; provided, that
such Net Available Cash shall not be required to be so applied on such date to the extent that such
proceeds are used to acquire Property useful in the business of the Obligors
within 180 days of receipt of such Net Available Cash (or a binding commitment to acquire such
Property is entered into within 180 days and such reinvestment is actually made within 360 days),
and to the extent the Net Available Cash exceeds $500,000, Borrower shall have delivered to Agent
an Officer’s Certificate within five Business Days of such Permitted Asset Disposition stating such
intent. Borrower shall prepay the Term Loans in the amount of any Net Available Cash not actually
reinvested within such 180 (or 360) day period. Notwithstanding the foregoing, (i) Borrower shall
prepay the Term Loans with any Net Available Cash, and shall not be permitted to reinvest such Net
Available Cash at any time when any Default or Event of Default exists, and (ii) any Property
acquired with such Net Available Cash shall be free of Liens, other than Permitted Liens.




          (b) Within five Business Days of the receipt of any proceeds of insurance or condemnation
awards paid in respect of any Equipment or Real Estate with the Net
Available Cash of such award, Borrower shall prepay the Term Loans
(according to the ownership of such Equipment or Real Estate); provided, that such Net Available
Cash shall not be required to be so applied on such date to the extent that Borrower shall have
delivered an Officer’s Certificate to Agent on or prior to such date stating




 









 







that such proceeds
shall actually be used to acquire Property useful in the business of the Obligors within 180 days
of receipt of such Net Available Cash (or a binding commitment to acquire such Property is entered
into within 180 days and such reinvestment is actually made within 360 days), provided further,
that (i) no Default or Event of Default exists, (ii) the replaced Property is free of Liens, other
than Permitted Liens; and (iii) the aggregate amount of such proceeds or awards from any single
casualty or condemnation does not exceed $1,000,000. Borrower shall prepay the Term Loans in the
amount of any Net Available Cash not actually reinvested within such 180 (or 360) day period.




          (c) Any such prepayment pursuant to this Section 2.11 shall be in the amount of the principal
amount so prepaid and accompanied by all accrued and unpaid interest on the amount prepaid.




          (d) On the Maturity Date, Borrower shall repay all principal amount of Term Loans (unless
sooner repaid hereunder).




     Section 2.12 Maturity. All of the Obligations shall become due and payable on the
Maturity Date. Notwithstanding the foregoing, the Requisite Lenders shall have the right to
declare the principal of and accrued but unpaid interest on all the Term Loans and the other
Obligations to be due and payable immediately and without notice upon the occurrence and during the
continuation of an Event of Default. Until all Obligations have been fully paid and satisfied
(other than contingent obligations not then asserted), Agent shall be entitled to retain the Liens
in the Collateral granted hereunder and under the Security Documents and the ability to exercise
all rights and remedies available to Agent and Lenders under the Loan Documents and Applicable
Laws.



     Section 2.13 Loan Accounts. Agent will maintain separate loan account records for (a)
the amount of each Term Loan made hereunder, (b) the amount of any principal or interest due and
payable or to become
due and payable from the Borrower to each Lender hereunder, and (c) the amount of any sum
received by the Agent hereunder from the Borrower or any Subsidiary Guarantor and each Lender’s
share thereof. The balance in the loan accounts pursuant to paragraphs (b) and (c) above shall be
presumptive evidence of the amounts due and owing to Lenders, provided that any failure by Agent to
so record shall not limit or affect Borrower’s obligation to pay. During the continuance of an
Event of Default, Borrower irrevocably waives the right to direct the application of any and all
payments and Borrower hereby irrevocably agrees that the Agent and each Lender shall have the
continuing exclusive right to thereafter apply payments in any manner it deems appropriate.



     Section 2.14 Taxes.



          (a) No Deductions. Any and all payments or reimbursements made hereunder or under the Notes
shall be made free and clear of and without deduction for any and all taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto of any nature
whatsoever imposed by any taxing authority, excluding (a) any such taxes to the extent imposed on
Agent’s or a Lender’s net income by the jurisdiction in which Agent or such Lender is organized,
resident or carrying on business (including branch profits taxes), and (b) any United States
federal withholding taxes that (i) would be imposed on amounts payable to a Foreign




 









 







Lender based
upon the applicable withholding rate in effect at the time such Foreign Lender becomes a party to
this Agreement (or designates a new lending office) or (ii) are imposed on amounts payable to a
Foreign Lender as a consequence of such Foreign Lender’s failure to comply with the provisions of
Section 2.14(c). If Borrower shall be required by law to deduct any such amounts from or in
respect of any sum payable hereunder or under any Loan Document to any Lender or Agent , then (i)
the sum payable hereunder or under any Loan Document shall be increased as may be necessary so
that, after making all required withholdings and deductions (including withholdings and deductions
applicable to additional sums payable under this Section 3.05), Agent or such Lender
receives an amount equal to the sum it would have received had no such withholdings or deductions
been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall pay the full amount
deducted to the relevant taxing or other authority in accordance with applicable law.
Notwithstanding anything to the contrary provided herein, Borrower shall not be required to
increase any such amounts if the increase in such amount payable results from Agent’s or any
Lender’s own willful misconduct or gross negligence as finally determined by a court of competent
jurisdiction.




          (b) Changes in Tax Laws. In the event that, subsequent to the Closing Date, (1) any changes
in any existing law, regulation, treaty or directive or in the interpretation or application
thereof, (2) any new law, regulation, treaty or directive enacted or any interpretation or
application thereof, or (3) compliance by Agent or any Lender with any request or directive
(whether or not having the force of law) from any governmental authority, agency or
instrumentality:





     (1) does or shall subject Agent or any Lender to any tax of any kind whatsoever
or causes the withdrawal or termination of a previously granted tax exemption with
respect to this Agreement, the other Loan Documents or the Term Loans made
hereunder, or change the basis of taxation of payments to Agent or such Lender of
principal, fees, interest or any other amount payable hereunder (except for net
income taxes or capital taxes, or franchise taxes imposed in lieu of net income
taxes, imposed generally by federal, state, provincial or local taxing authorities
with respect to interest or other fees payable hereunder or changes in the rate of
tax on the overall net income of Agent or any such Lender); or




     (2) does or shall impose on Agent or any Lender any other condition or
increased cost in connection with the transactions contemplated hereby or
participations herein;


and the result of any of the foregoing is to increase the cost to Agent or any Lender of continuing
the Term Loans hereunder, or to reduce any amount receivable hereunder, then, in any such case,
Borrower shall promptly pay to Agent or such Lender, within 15 days of written demand (including
documentation reasonably supporting such request), any additional amounts necessary to compensate
Agent or Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as
determined by Agent or such Lender with respect to this Agreement or the other Loan Documents. If
Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Section
2.14(b), it shall promptly notify Borrower of the event by reason of which Agent or such Lender
has become so entitled. A certificate as to any additional amounts payable pursuant to the
foregoing sentence submitted by Agent or any Lender to Borrower shall,




 









 







absent manifest error, be
final, conclusive and binding for all purposes. Notwithstanding anything to the contrary contained
herein, the Obligors shall not be required to compensation a Lender for any such increased costs or
reduced amounts receivable suffered more than 120 days prior the date that Lender notified the
Obligors of such change in law giving rise to such increased costs or reductions and of such
lender’s intention to claim compensation thereof.




          (c) Withholding. Each Lender organized under the laws of a jurisdiction outside the United
States (a “Foreign Lender”) as to which payments to be made in US Dollars under this
Agreement or under the Notes are exempt from United States withholding tax or are subject to United
States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to
Borrower and Agent (1) a properly completed and executed Internal Revenue Service Form W-8BEN or
Form W-8ECI or other applicable form, certificate or document prescribed by the Internal Revenue
Service of the United States certifying as to such Foreign Lender’s entitlement to such exemption
or reduced rate of withholding with respect to payments to be made to such Foreign Lender under
this Agreement and under the Notes (a “Certificate of Exemption”) or (2) a letter from any
such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of
withholding (a “Letter of Non-Exemption”). Prior to becoming a Lender under this Agreement
and within fifteen (15) days after a written request of Borrower or Agent from time to time
thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a
Certificate of Exemption or a Letter of Non-Exemption to Borrower and Agent. If a Foreign Lender
is entitled to an exemption with respect to US Dollar payments to be made to
such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not
provide a Certificate of Exemption to Borrower and Agent within the time periods set forth in the
preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the
applicable statutory rates and Borrower shall not be required to pay any additional amounts as a
result of such withholding, provided that all such withholding shall cease upon delivery by such
Foreign Lender of a Certificate of Exemption to Borrower and Agent.




          (d) If Agent or a Lender determines, in its sole discretion, that it has received a refund of
any taxes as to which it has been indemnified by Borrower or with respect to which Borrower has
paid additional amounts pursuant to this Section 2.14, so long as no Default or Event of Default
has occurred and is continuing, it shall pay over such refund to Borrower (but only to the extent
of payments made, or additional amounts paid, by the Borrower under this Section 2.14 with respect
to taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender
and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such a refund); provided, that the Borrower, within 2 business days of the
written request of Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus
any penalties, interest or other charges, imposed by the relevant Governmental Authority, other
than such penalties, interest or other charges imposed as a result of the willful misconduct or
gross negligence of Agent or such Lender or Claim among the Lenders and/or Agent) to Agent or such
Lender in the event Agent or such Lender is required to repay such refund to such Governmental
Authority. Notwithstanding anything in this Agreement to the contrary, this Section 2.14 shall not
be construed to require Agent or any Lender to make available its tax returns (or any other
information which it deems confidential) to Borrower or any other Person.




 









 








          (e) Any Lender claiming any additional amounts payable pursuant to this Section 2.14 shall use
its commercially reasonable efforts (consistent with its internal policies and applicable legal and
regulatory requirements) to change the jurisdiction of its lending office or to take other
reasonable actions if such a change or action would reduce any such additional amounts (or any
similar amount that may thereafter accrue) and would not, in the sole determination of such Lender,
be otherwise disadvantageous to such Lender.




     Section 2.15 Liability Unconditional. Borrower hereby agrees that it is liable for
the full and prompt payment (whether at Maturity Date, by acceleration or otherwise) and
performance of, all Obligations owed or hereafter owing to Agent and the Lenders by Borrower.
Borrower agrees that, to the extent permitted by Applicable Law, its liability shall be absolute
and unconditional, irrespective of, and unaffected by,




     (a) the genuineness, validity, regularity, enforceability or any future amendment of,
or change in, this Agreement, any other Loan Document or any other agreement, document or
instrument to which Borrower is or may become a party;




     (b) the absence of any action to enforce this Agreement or any other Loan Document or
the waiver or consent by Agent or the Lenders with respect to any of the provisions thereof;




     (c) the existence, value or condition of, or failure to perfect its Lien against, any
security for the Obligations or any action, or the absence of any action, by Agent or any
Lender in respect thereof (including the release of any such security);




     (d) the insolvency of Borrower; or




     (e) any other action or circumstances which might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor (other than payment in full),


it being agreed by Borrower that its obligations as confirmed under this Section 2.15 shall not be
discharged until the payment and performance, in full, of the Obligations has occurred. To the
extent permitted by Applicable Law, Borrower expressly waives all rights it may have now or in the
future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent
or any Lender to marshal assets or to proceed in respect of the Obligations guaranteed hereunder
against any other party or against any security for the payment and performance of the Obligations
before proceeding against, or as a condition to proceeding against, Borrower. It is agreed among
Borrower, Agent and the Lenders that the foregoing waivers are of the essence of the transaction
contemplated by this Agreement and the other Loan Documents and that, but for the provisions of
this Section 2.15 and such waivers, each Lender would decline to enter into this Agreement.




ARTICLE 3

REPRESENTATIONS AND WARRANTIES




     Section 3.01 General Representations and Warranties. To induce Agent and Lenders to
enter into this Agreement and to induce the Lenders to make available the Term Loans, each Obligor
represents and warrants that:



 









 






     (a) Organization and Qualification. Each Obligor is duly organized, validly existing
and in good standing (if applicable) under the laws of the jurisdiction of its organization.
Each Obligor is duly qualified, authorized to do business and in good standing (if
applicable) as a foreign corporation or company in each jurisdiction where failure to be so
qualified could reasonably be expected to have a Material Adverse Effect.




     (b) Power and Authority. Each Obligor is duly authorized to execute, deliver and
perform its Obligations under the Loan Documents. The execution, delivery and performance
of the Loan Documents have been duly authorized by all necessary action, and do not (a)
require any consent or approval of any holders of Capital Stock of any Obligor, other than
those already obtained; (b) contravene the Organic Documents of any Obligor; (c) violate or
cause a default under any Applicable Law, Material Contract or Restrictive Agreement except
to the extent such violation or default could not reasonably be expected to result in a
Material Adverse Effect; or (d) result in or require the imposition of any Lien (other than
Permitted Liens) on any Property of any Obligor.




     (c) Enforceability. Each Loan Document is a legal, valid and binding obligation of
each Obligor party thereto, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors’ rights generally.




     (d) Capital Structure. Schedule 3.01(d) shows, for each of Borrower and its
Subsidiaries, its name, its jurisdiction of organization, its authorized and issued Capital
Stock, the holders of its Capital Stock, and all agreements binding on such holders with
respect to their Capital Stock as of the Closing Date. Except as disclosed on Schedule
3.01(d), in the five years preceding the Closing Date, no Obligor has acquired any
substantial assets from any other Person nor been the surviving entity in a merger or
combination. Borrower has good title to its Capital Stock in its Subsidiaries, subject only
to Agent’s Lien and other Permitted Liens, and all such Capital Stock is duly issued, fully
paid and non-assessable to the extent applicable. Except as set forth on Schedule 3.01(d),
as of the Closing Date, there are no outstanding purchase options, warrants, subscription
rights, agreements to issue or sell, convertible interests, phantom rights or powers of
attorney relating to Capital Stock of any Obligor.




     (e) Title to Properties; Priority of Liens. Each of Borrower and its Subsidiaries has
good and marketable title to (or valid leasehold interests in) all of its material Real
Estate, and good and marketable title to all of its material personal Property, including
all such Property reflected in any financial statements delivered to Agent or Lenders, in
each case free of Liens except Permitted Liens and minor defects in title that do not
interfere with the ability of any of Borrower and its Subsidiaries to conduct its business
as currently conducted or to utilize such Property for its intended
purposes. Each of
Borrower and its Subsidiaries has paid and discharged all lawful claims that, if unpaid,
could become a Lien on its Properties, other than Permitted Liens. To the extent required
by the Loan Documents, all Liens of Agent in the Collateral are duly perfected, valid and
enforceable second priority Liens, subject only to Permitted Liens and minor defects in
title that do not interfere with such Obligor’s ability to conduct its business as currently
conducted or to utilize such Property for its intended



 









 







purposes; provided,
however, that for registered United States trademarks, United States trademark
applications, United States patents, United States patent applications, and registered
United States copyrights, the security interest will be perfected upon filing, to the extent
perfection of a security interest can be accomplished by such a filing, of the Trademark
Security Agreement with the United States Patent and Trademark Office, the Patent Security
Agreement with the United States Patent and Trademark Office, and the Copyright Security
Agreement with the United States Copyright Office, and such perfected security interest is
enforceable as such against any and all creditors of and purchasers from Obligors in the
United States.




     (f) Financial Statements. The consolidated balance sheets, and related statements of income, cash flow and
shareholder’s equity, of Borrower and Subsidiaries that have been and are hereafter
delivered to Agent and Lenders, are prepared in accordance with GAAP, and fairly present in
all material respects the financial positions and results of operations of Borrower and its
Subsidiaries at the dates and for the periods indicated, subject to, in the case of monthly
or quarterly balance sheets and related statements, to the absence of footnotes and year end
audit adjustments. All projections delivered by the Obligors to Agent and Lenders have been
prepared in good faith, based on reasonable assumptions in light of the circumstances at
such time, it being acknowledged, and agreed by Lenders, however, that projections
as to future events are not viewed as facts and that the actual results during the period or
periods covered by said projections may differ from the projected results and that the
differences may be material. Since June 28, 2009 there has been no change in the condition
(financial or otherwise) of Borrower and its Subsidiaries, taken as a whole, that could
reasonably be expected to have a Material Adverse Effect. The Obligors and their
Subsidiaries, taken as a whole, are Solvent.




     (g) Surety Obligations. No Borrower or its Subsidiary is obligated as surety or
indemnitor under any bond or other contract that assures payment or performance of any
obligation of any Person, except as permitted hereunder.




     (h) Taxes. Each of Borrower and its Subsidiaries has filed all federal, state,
national, regional, provincial and material local tax returns and other material reports and
all other tax returns and reports and all state and foreign income reports and declarations
required by any jurisdiction to which any of them is subject that it is required by law to
file, and has paid, or made provision for the payment of, all Taxes upon it, its income and
its Properties that are due and payable, except to the extent being contested in good faith
by appropriate proceedings or to the extent permitted by Section 4.03 or Section 4.10. The
provision for Taxes on the books of Borrower and its Subsidiaries is adequate for all years
not closed by applicable statutes, and for its current fiscal year.




     (i) Brokers. Except for as set forth on Schedule 3.01(i), there are no brokerage
commissions, finder’s fees or investment banking fees payable in connection with any
transactions contemplated by the Loan Documents.




     (j) Intellectual Property. Each Obligor owns or has the lawful right to use all
Intellectual Property necessary for the conduct of its business to the knowledge of such



 









 







Obligor without infringing or misappropriating any Intellectual Property rights of others
except to the extent that such failure to own or have such rights to use or any conflict
would not reasonably be expected to result in a Material Adverse Effect. There is no
pending or, to Borrower’s knowledge, threatened Intellectual Property Claim with respect to
any
Obligor or any of their Property (including any Intellectual Property that could
reasonably be expected to have a Material Adverse Effect). Except as disclosed on Schedule
3.01(j), no Obligor pays or owes any royalty or other compensation to any Person with
respect to any Intellectual Property (excluding “shrink-wrap”, “click-wrap”, or other
“off-the-shelf” software). All registered Intellectual Property owned by any Obligor is
shown on Schedule 3.01(j).




     (k) Governmental Approvals. Each of Borrower and its Subsidiaries has, is in
compliance with, and is in good standing with respect to, all Governmental Approvals
necessary to conduct its business and to own, lease and operate its Properties except to the
extent the failure to have such Governmental Approval would not reasonably be expected to
result in a Material Adverse Effect. All necessary import, export or other licenses,
permits or certificates for the import or handling of any goods or other Collateral have
been procured and are in effect, and Borrower and Subsidiaries have complied with all
foreign and domestic laws with respect to the shipment and importation of any goods or
Collateral, except where noncompliance could not reasonably be expected to have a Material
Adverse Effect.




     (l) Compliance with Laws. Each of Borrower and its Subsidiaries has duly complied, and
its Properties and business operations are in compliance, in all material respects with all
Applicable Law, except where noncompliance could not reasonably be expected to have a
Material Adverse Effect. There have been no citations, notices or orders of material
noncompliance issued to Borrower or any Subsidiary under any Applicable Law which could
reasonably be expected to have a Material Adverse Effect. No Inventory has been produced in
violation of the FLSA.




     (m) Compliance with Environmental Laws. Except as disclosed on Schedule 3.01(m), no
Obligor’s past or present operations, Real Estate or other Properties are subject to any
federal, state or local investigation to determine whether any remedial action of a material
nature is needed to address any environmental pollution, hazardous material or environmental
clean-up. No Obligor has received any Environmental Notice which would reasonably be
expected to result in a material liability to such Obligor. No Obligor has any contingent
liability with respect to any Environmental Release, environmental pollution or hazardous
material on any Real Estate now or previously owned, leased or operated by it where such
liability could reasonably be expected to result in a Material Adverse Effect.




     (n) Burdensome Contracts. Neither Borrower nor its Subsidiaries is a party or subject
to any contract, agreement or charter restriction that could reasonably be expected to have
a Material Adverse Effect. No Borrower or Subsidiary is party or subject to any Restrictive
Agreement, except as shown on Schedule 3.01(n) as of the Closing Date. No such
Restrictive Agreement prohibits the execution, delivery or performance of any Loan
Document by an Obligor.



 









 






     (o) Litigation. Except as shown on Schedule 3.01(o), there are no proceedings or
investigations pending or, to Borrower’s knowledge, threatened against Borrower or any
Subsidiary, or any of their businesses, operations, Properties, prospects or conditions,
that (a) relate to any Loan Documents or transactions contemplated thereby; or (b) could
reasonably be expected to have a Material Adverse Effect if determined adversely to Borrower
or any Subsidiary.




     (p) No Defaults. No event or circumstance has occurred or exists that constitutes a
Default or Event of Default. No Obligor is in default, and no event or circumstance has
occurred or exists that with the passage of time or giving of notice would constitute a
default (after giving effect to any cure or grace period and waivers or amendments thereof),
under any Material Contract or any Restrictive Agreement. As of the Closing Date, there is
no basis upon which any party (other than the Borrower or Subsidiary) could terminate a
Material Contract prior to its scheduled termination date.




     (q) ERISA.




     (i) Each Plan is in compliance in all material respects with the applicable
provisions of ERISA, the Code, and other federal and state laws. Each Plan that is
intended to qualify under Section 401(a) of the Code has received a favorable
determination letter or prototype opinion from the IRS or an application for such a
letter is currently being processed by the IRS with respect thereto and, to the
knowledge of Borrower, nothing has occurred which would reasonably be expected to
prevent, or cause the loss of, such qualification. Each Obligor and ERISA Affiliate
has made all required contributions to each Plan subject to Section 412 of the Code,
and no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.




     (ii) There are no pending or, to the knowledge of Borrower, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to any
Plan that could reasonably be expected to have a Material Adverse Effect. There has
been no prohibited transaction or violation of the fiduciary responsibility rules
with respect to any Plan that has resulted in or could reasonably be expected to
have a Material Adverse Effect.




     (iii) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii)
no Pension Plan has any Unfunded Pension Liability that could reasonably be expected
to have a Material Adverse Effect; (iii) no Obligor or
ERISA Affiliate has incurred, or reasonably expects to incur, any liability
under Title IV of ERISA with respect to any Pension Plan (other than premiums due
and not delinquent under Section 4007 of ERISA); (iv) no Obligor or ERISA Affiliate
has incurred, or reasonably expects to incur, any liability (and no event has
occurred which, with the giving of notice under Section 4219 of ERISA, would result
in such liability) under Section 4201 or 4243 of ERISA with respect to a
Multiemployer Plan; and (v) no Obligor or ERISA Affiliate has engaged in a
transaction that could be subject to Section 4069 or 4212(c) of ERISA.



 









 






     (iv) Except as disclosed on Schedule 3.01(q), with respect to any Foreign Plan,
(i) all employer and employee contributions required by law or by the terms of the
Foreign Plan have been made, or, if applicable, accrued, in accordance with normal
accounting practices; (ii) the fair market value of the assets of each funded
Foreign Plan, the liability of each insurer for any Foreign Plan funded through
insurance, or the book reserve established for any Foreign Plan, together with any
accrued contributions, is sufficient to procure or provide for the accrued benefit
obligations with respect to all current and former participants in such Foreign Plan
according to the actuarial assumptions and valuations most recently used to account
for such obligations in accordance with applicable generally accepted accounting
principles; and (iii) it has been registered as required and has been maintained in
good standing with applicable regulatory authorities.




     (v) Except as disclosed on Schedule 3.01(q), neither Borrower nor any
Subsidiary is or has at any time been an employer (for the purposes of Sections 38
to 51 of the Pensions Act) of an occupational pension scheme which is not a money
purchase scheme (both terms as defined in the Pensions Schemes Act).




     (vi) Neither Borrower nor any Subsidiary is or has at any time been “connected”
with or an “associate” of (as those terms are used in Sections 38 and 43 of the
Pensions Act) such an employer.




     (r) Trade Relations. There exists no actual or threatened termination, limitation or
modification of any business relationship between Borrower or Subsidiary and any customer or
supplier, or any group of customers or suppliers, who individually or in the aggregate are
material to the business of Borrower and Subsidiaries taken as a whole.




     (s) Labor Relations. Except as described on Schedule 3.01(s), as of the Closing Date
no Obligor is party to or bound by any collective bargaining agreement, or material
management agreement or consulting agreement. Except as described on Schedule 3.01(s), as
of the Closing Date there are no material grievances, disputes or controversies with any
union
or other organization of any Obligor’s employees, or, to any Obligor’s knowledge, any
asserted or threatened strikes, work stoppages or demands for collective bargaining.




     (t) Payable Practices. No Obligor has made any material change in its historical
accounts payable practices from those in effect on the Closing Date.




     (u) Not a Regulated Entity. No Obligor is (a) an “investment company” or a “person
directly or indirectly controlled by or acting on behalf of an investment company” within
the meaning of the Investment Company Act of 1940; or (b) subject to regulation under the
Federal Power Act, the Interstate Commerce Act, any public utilities code or any other
Applicable Law regarding its authority to incur Indebtedness.



 









 






     (v) Margin Stock. Neither Borrower nor any Subsidiary is engaged, principally or as
one of its important activities, in the business of extending credit for the purpose of
purchasing or carrying any Margin Stock. No Term Loan proceeds will be used by Borrower to
purchase or carry, or to reduce or refinance any Indebtedness incurred to purchase or carry,
any Margin Stock or for any related purpose governed by Regulations T, U or X of the Board
of Governors.



     Section 3.02 Complete Disclosure. No Loan Document (as amended or updated as provided
for herein)(including, without limitation, any financial statements delivered to Agent or Lenders
at any time) other than projections, budgets, estimates and other forward looking statements,
contains any untrue statement of a material fact, nor fails to disclose any material fact necessary
to make the statements contained therein not materially misleading. There is no fact or
circumstance that any Obligor has failed to disclose to Agent in writing that could reasonably be
expected to have a Material Adverse Effect.



ARTICLE 4

COVENANTS1




     Section 4.01 [Reserved].



     Section 4.02 SEC Reports. Whether or not Borrower is subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, Borrower shall file with the SEC (subject to the next sentence) and provide the
Agent and Lenders with such annual and other reports as are specified in Sections 13 and 15(d) of
the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be
so filed and provided at the times specified for the filings of such reports under such Sections
and containing all the information, audit reports and exhibits required for such reports, and, in
addition thereto, calculations in respect of Sections 10.3.1 and 10.3.3 of the Bank of America
Credit Agreement (as such Sections are in effect on the date hereof or as such Sections may be
amended hereafter with the consent of the Requisite Lenders) for any test period on which
Indebtedness outstanding pursuant to Section 4.03(b)(1) exceeds $27.5 million on the last day of
such test period, whether or not such covenants are required to be tested in such test period (such
calculations, the “Basket Calculation”). If at any time Borrower is not subject to the
periodic reporting requirements of the Exchange Act for any reason, Borrower will nevertheless
continue filing the reports specified in the preceding sentence with the SEC within the time
periods required unless the SEC will not accept such a filing. Borrower agrees that it will not
take any action for the purpose of causing the SEC not to accept any such filings. If,
notwithstanding the foregoing, the SEC will not accept such filings (and/or the Basket Calculation)
for any reason, Borrower will post the reports (and/or the Basket Calculation) specified in the
preceding sentences on its website within the time periods that would apply if Borrower were
required to file those reports with the SEC.



     At any time that any of the Borrower’s Subsidiaries are Unrestricted Subsidiaries, then the
quarterly and annual financial information required by the first paragraph of this Section 4.02
will include a reasonably detailed presentation, either on the face of the financial statements or
in





 




			
	1	 	To be conformed to covenant package in third lien
indenture.




 









 









the footnotes thereto, and, in the event that the Unrestricted Subsidiaries, individually or
collectively, constitute a Significant Subsidiary, in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” of the financial condition and results of
operations of Borrower and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of Borrower.




     Section 4.03 Limitation on Indebtedness.



          (a) Borrower shall not, and shall not permit any Restricted Subsidiary to Incur any
Indebtedness.




          (b) Notwithstanding the foregoing paragraph (a), Borrower and the Restricted Subsidiaries
shall be entitled to Incur any or all of the following Indebtedness:





     (1) Indebtedness Incurred by Borrower and Subsidiary Guarantors under an Other
Credit Agreement in an amount not to exceed $47.5 million outstanding at any one
time; provided, however, that Borrower and the Subsidiary Guarantors
shall not be entitled to Incur Indebtedness in any amount which will result in the
aggregate amount of all Indebtedness outstanding pursuant to clause (b)(1) to exceed
$27.5 million outstanding at any one time unless the calculations provided with the
annual or quarterly financial information most recently
furnished pursuant to Section 4.02 hereof demonstrate that Borrower was in
compliance (or would have been in compliance if such covenants were required to be
tested) with Sections 10.3.1 and 10.3.3 of the Bank of America Credit Agreement (as
such Sections are in effect on the date hereof or as such Sections may be amended
hereafter with the consent of the Requisite Lenders) for the applicable test period;
provided, further, however, that the aggregate amount of all
Indebtedness that may be Incurred under this clause (b)(1) shall be further reduced
by the aggregate amount of all Indebtedness Incurred pursuant to clause (12) of this
Section 4.03(b) and then outstanding;




     (2) Indebtedness owed to and held by Borrower or a Restricted Subsidiary;
provided, however, that (A) any subsequent issuance or transfer of
any Capital Stock which results in any such Restricted Subsidiary ceasing to be a
Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to
Borrower or a Restricted Subsidiary) shall be deemed, in each case, to constitute
the Incurrence of such Indebtedness by the obligor thereon, (B) if Borrower is the
obligor on such Indebtedness, such Indebtedness is expressly subordinated to the
prior payment in full in cash of all obligations with respect to the Term Loans and
(C) if a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness
is expressly subordinated to the prior payment in full in cash of all obligations of
such Subsidiary Guarantor with respect to its Subsidiary Guaranty;




     (3) the Obligations;



 









 






     (4) Indebtedness outstanding on the Closing Date (other than Indebtedness
described in clause (1), (2) or (3) of this Section 4.03(b)), including the 8%
Senior Notes due 2013, the Third Lien Notes (including any PIK Securities issued
from time to time as payment of PIK Interest (as defined therein) on such Securities
and any increase in the principal amount of such Securities as a result of payment
of PIK Interest (as defined therein) on such Third Lien Notes), the intercompany
loan from Bostrom Ltd. to Borrower in the principal amount of $10,861,723 and the
intercompany loan from Commercial Vehicle Systems Ltd. to Borrower in the principal
amount of $4,812,760;




     (5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or
prior to the date on which such Subsidiary was acquired by Borrower or a Restricted
Subsidiary (other than Indebtedness Incurred in connection with, or to provide all
or any portion of the funds or credit support utilized to consummate, the
transaction or series of related transactions pursuant to which such Subsidiary
became a Subsidiary or was acquired by Borrower or a Restricted Subsidiary);
provided, however, that on the date of such acquisition and after
giving pro forma effect thereto, the Consolidated Coverage Ratio would
exceed 2:00 to 1:00;




     (6) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to
clause (3), (4) or (5) of this Section 4.03(b) or this clause (6); provided,
however, that to the extent such Refinancing Indebtedness directly or
indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to clause
(5), such Refinancing Indebtedness shall be Incurred only by such Subsidiary;




     (7) Hedging Obligations that are Incurred for bona fide hedging purposes that
are entered into in the ordinary course of business and not for speculative
purposes;




     (8) Obligations in respect of performance, bid and surety bonds and completion
guarantees provided by Borrower or any Restricted Subsidiary in the ordinary course
of business;




     (9) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument drawn against insufficient funds
in the ordinary course of business; provided, however, that such
Indebtedness is extinguished within three Business Days of its Incurrence;




     (10) Indebtedness consisting of the Subsidiary Guaranty of a Subsidiary
Guarantor and any Guarantee by a Subsidiary Guarantor of Indebtedness Incurred
pursuant to paragraph (a) or pursuant to clause (1), (2), (3) or (4) or pursuant to
clause (6) to the extent the Refinancing Indebtedness Incurred thereunder directly
or indirectly Refinances Indebtedness Incurred pursuant to paragraph (a) or pursuant
to clause (3) or (4);




     (11) [Reserved];



 









 






     (12) Indebtedness Incurred by a Receivables Subsidiary in a Qualified
Receivables Transaction that is not recourse to Borrower or any Restricted
Subsidiary (except for Standard Securitization Undertakings); provided,
however, that, immediately after giving effect to any such Incurrence the
aggregate principal amount of all Indebtedness Incurred pursuant to this clause (12)
and then outstanding does not exceed the aggregate principal amount of Indebtedness
permitted to be Incurred pursuant to clause (1) of this Section 4.03(b) less the
aggregate principal amount of Indebtedness Incurred pursuant to clause (1) of this
Section 4.03(b) and then outstanding;




     (13) [Reserved];




     (14) Indebtedness consisting of customary indemnification, adjustment of
purchase price, earn-out or similar obligations of Borrower or any Restricted
Subsidiary, in each case Incurred in connection with the acquisition or disposition
of any assets in accordance with the terms of this Agreement; provided,
however, that with respect to any such disposition, the maximum aggregate
liability in respect of all such Indebtedness will at no time exceed the gross
proceeds actually received by Borrower and its Restricted Subsidiaries in connection
with such disposition;




     (15) [Reserved]; and




     (16) Indebtedness of Borrower or of any of the Restricted Subsidiaries in an
aggregate principal amount which, when taken together with all other Indebtedness of
Borrower and its Restricted Subsidiaries outstanding on the date of such Incurrence
(other than Indebtedness permitted by clauses (1) through (15) of this Section
4.03(b)) does not exceed $5.0 million.



          (c) Notwithstanding the foregoing, neither Borrower nor any Subsidiary Guarantor shall Incur
any Indebtedness pursuant to Section 4.03(b) if the proceeds thereof are used, directly or
indirectly, to Refinance any Junior Financing of Borrower or a Subsidiary Guarantor unless such
Indebtedness (and/or the Liens securing such Indebtedness) shall be subordinated to the Term Loans
or to the applicable Subsidiary Guaranty of such Subsidiary Guarantor (and/or the Liens securing
the Term Loans or the applicable Subsidiary Guaranty) to at least the same extent as such Junior
Financing.




          (d) For purposes of determining compliance with this Section 4.03, (1) in the event that an
item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of
Indebtedness described herein, Borrower, in its sole discretion, shall be permitted to classify and
later reclassify such item of Indebtedness (or any portion thereof) in any manner that complies
with this Section 4.03 and shall only be required to include the amount and type of such
Indebtedness in one of the above clauses; provided, however that (A) Indebtedness
under the Other Credit Agreement outstanding on the Closing Date (after giving effect to the
transactions occurring on such date) will be deemed to have been Incurred on such date under
Section 4.03(b)(1) and (B) Borrower will not be permitted to reclassify all or any portion of any
Indebtedness Incurred under Sections 4.03(b)(1) or (12); and (2) Borrower shall be entitled to



 









 








divide and classify or reclassify (to the extent permitted by clause (1) of this paragraph (d)) an
item of Indebtedness into more than one of the types of Indebtedness described herein.




          (e) For purposes of determining compliance with any U.S. Dollar denominated restriction on the
Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency,
the amount of such Indebtedness shall be the U.S. Dollar Equivalent determined on the date of the
Incurrence of such Indebtedness; provided, however, that if any such Indebtedness
denominated in a different currency is subject to a Currency Agreement with respect to U.S. Dollars
covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of
such Indebtedness expressed in U.S. Dollars shall be as provided in such Currency Agreement. The
principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness
being Refinanced shall be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the
extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which
case the Refinancing Indebtedness shall be determined in accordance with the preceding sentence,
and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the
Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess, as
appropriate, shall be determined on the date such Refinancing Indebtedness is Incurred.




     Section 4.04 Limitation on Restricted Payments. §  Borrower shall not, and shall not
permit any Restricted Subsidiary, directly or indirectly, to make a Restricted Payment.



          (a) The provisions of Section 4.04 shall not prohibit:





     (1) any Restricted Payment made out of the Net Cash Proceeds of the
substantially concurrent sale of, or made by exchange for, Capital Stock of Borrower
(other than Disqualified Stock and other than Capital Stock issued or sold to a
Subsidiary of Borrower or an employee stock ownership plan or to a trust established
by Borrower or any of its Subsidiaries for the benefit of their employees) or a
substantially concurrent cash capital contribution received by Borrower from its
shareholders;




     (2) any purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value of Junior Financing of Borrower or a Subsidiary Guarantor made
by exchange for, or out of the proceeds of the substantially concurrent Incurrence
of, Indebtedness of such Person which is permitted to be Incurred pursuant to
Section 4.03 so long as such Indebtedness is Refinancing Indebtedness;




     (3) dividends or other distributions paid within 60 days after the date of
declaration thereof if at such date of declaration such dividend or other
distribution would have complied with this Section 4.04; provided,
however, that at the time of payment of such dividend or other distribution,
no other Default shall have occurred and be continuing (or result therefrom);




     (4) so long as no Default has occurred or is continuing, repurchases of Capital
Stock deemed to occur in connection with surrender of shares of Capital



 









 







Stock to
satisfy tax withholding obligations of employees or directors; provided,
however, that the aggregate amount of such repurchases shall not exceed $2.0
million in any calendar year;




     (5) the declaration and payments of dividends on Disqualified Stock issued
pursuant to Section 4.03; provided, however, that, at the time of
payment of such dividend, no Default shall have occurred and be continuing (or
result therefrom);




     (6) repurchases of Capital Stock deemed to occur upon exercise of stock options
or warrants if such Capital Stock represents a portion of the exercise price of such
options or warrants;




     (7) cash payments in lieu of the issuance of fractional shares in connection
with the exercise of warrants, options or other securities convertible into or
exchangeable for Capital Stock of Borrower; provided, however, that
any such cash payment shall not be for the purpose of evading the limitation of this
Section 4.04 (as determined in good faith by the Board of Directors);




     (8) in the event of a Change of Control, and if no Default shall have occurred
and be continuing, the payment, purchase, redemption, defeasance or other
acquisition or retirement of Junior Financing of Borrower or any Subsidiary
Guarantor, in each case, at a purchase price not greater than 101% of the principal
amount of such Junior Financing, plus any accrued and unpaid interest thereon;
provided, however, that prior to such payment, purchase, redemption,
defeasance or other acquisition or retirement, Borrower (or a third party to the
extent permitted by this Agreement) has prepaid the outstanding Term Loan in full in
cash pursuant to Section 2.10;




     (9) payments of




     (A) intercompany Indebtedness, the Incurrence of which was permitted
under Section 4.03(b)(2), or




     (B) the intercompany loan from Bostrom Ltd. to the Company in principal
amount of $10,861,723 and the intercompany loan from Commercial Vehicle
Systems Ltd. to the Company in principal amount of $4,812,760 Incurred
pursuant to Section 4.03(b)(4);




provided, however, that in the case of clauses (A) and (B)
above, no Default has occurred and is continuing or would otherwise result
therefrom; provided, further, that in the case of clause (B) above,
prior to the time of payment such Indebtedness is expressly subordinated to
the prior payment in full in cash of all obligations with respect to the
Term Loan;




     (10) so long as no Default has occurred and is continuing or would be caused
thereby, the repurchase, redemption or other acquisition or retirement for



 









 








value of
Junior Financing with any excess Net Available Cash remaining after the prepayment
of the Term Loans pursuant to Section 2.11; or




     (11) the repurchase, redemption or other acquisition for value of Capital Stock
of Borrower or any direct or indirect parent of Borrower representing fractional
 shares of such Capital Stock in connection with a merger, consolidation,
amalgamation or other combination involving Borrower in an amount which, when taken
together with all Restricted Payments made pursuant to this clause (11) does not
exceed $1.0 million.



     Section 4.05 Limitation on Restrictions on Distributions from Restricted Subsidiaries.
Borrower shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause
or permit to exist or become effective any consensual encumbrance or restriction on the ability of
any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock
to Borrower or a Restricted Subsidiary or pay any Indebtedness owed to Borrower, (b) make any loans
or advances to Borrower or (c) transfer any of its property or assets to Borrower, except:




     (1) with respect to clauses (a), (b) and (c),




     (A) any encumbrance or restriction pursuant to an agreement in effect
at or entered into on the Closing Date (including the Other Credit
Agreement, this Agreement, the Third Lien Notes Indenture, the Third
Lien Notes, the Third Lien Note Documents, the Security Documents and the
Intercreditor Agreements);




     (B) any encumbrance or restriction with respect to a Restricted
Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by
such Restricted Subsidiary on or prior to the date on which such Restricted
Subsidiary was acquired by Borrower (other than Indebtedness Incurred as
consideration in, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a
Restricted Subsidiary or was acquired by Borrower) and outstanding on such
date;




     (C) any encumbrance or restriction with respect to a Restricted
Subsidiary imposed pursuant to an agreement entered into for the sale or
disposition of all or substantially all the Capital Stock or assets of such
Restricted Subsidiary pending the closing of such sale or disposition;




     (D) any encumbrance or restriction with respect to contractual
requirements of a Receivables Subsidiary in connection with a Qualified
Receivables Transaction; provided that any such encumbrances or
restrictions apply only to such Receivables Subsidiary;



 









 






     (E) restrictions on cash or other deposits imposed by customers,
suppliers or landlords under contracts entered into in the ordinary course
of business;




     (F) [Reserved];




     (G) customary provisions in joint venture agreements and other similar
agreements entered into in the ordinary course of business that restrict the
transfer of ownership interests in such joint venture; and




     (H) any encumbrance or restriction contained in any Indebtedness
Incurred by a Foreign Subsidiary in accordance with this Agreement to the
extent such encumbrance or restriction applies only to the assets of such
Foreign Subsidiary; and




     (2) with respect to clause (c) only,




     (A) any encumbrance or restriction consisting of customary
nonassignment provisions in leases governing leasehold interests to the
extent such provisions restrict the transfer of the lease or the property
leased thereunder; and




     (B) any encumbrance or restriction contained in security agreements or
mortgages securing Indebtedness of a Restricted Subsidiary
to the extent such encumbrance or restriction restricts the transfer of
the property subject to such security agreements or mortgages; and




     (3) any encumbrances or restrictions of the type referred to in clauses (a),
(b) and (c) above imposed by any amendments or refinancings of the contracts,
instruments or obligations referred to in paragraphs (1) and (2) above;
provided, however that such amendments or refinancings are, in the
good faith judgment of the Board of Directors of Borrower, no more restrictive with
respect to such dividend and other restrictions than those contained in the dividend
or other restrictions prior to such amendment or refinancing.



     Section 4.06 Limitation on Sales of Assets and Subsidiary Stock. Borrower shall not,
and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset
Disposition unless




     (1) Borrower or such Restricted Subsidiary receives consideration at the time
of such Asset Disposition at least equal to the fair market value (including as to
the value of all non-cash consideration) of the shares and assets subject to such
Asset Disposition, as determined in good faith by the Board of Directors, if the
fair market value is equal to or exceeds $2.5 million, or by an Officer, if the fair
market value is less than $2.5 million;




     (2) at least 75% of the consideration thereof received by Borrower or such
Restricted Subsidiary is in the form of cash or cash equivalents;



 









 






     (3) an amount equal to 100% of the Net Available Cash from such Asset
Disposition is applied by Borrower (or such Restricted Subsidiary, as the case may
be) to the extent and as set forth in Section 2.11 hereunder.



     For the purposes of this Section 4.06, the following are deemed to be cash or cash
equivalents:




     (i) the assumption or discharge of Indebtedness of Borrower (other than
obligations in respect of Disqualified Stock of Borrower) or any Restricted
Subsidiary (other than obligations in respect of Disqualified Stock or Preferred
Stock of a Subsidiary Guarantor) and the release of Borrower or such Restricted
Subsidiary from all liability on such Indebtedness in connection with such Asset
Disposition;




     (ii) securities received by Borrower or any Restricted Subsidiary from the
transferee that are converted within 90 days by Borrower or such Restricted
Subsidiary into cash, to the extent of the cash received in that conversion; and




     (iii) any Designated Non-cash Consideration received by Borrower or any
Restricted Subsidiary in an Asset Disposition having an aggregate fair market value,
taken together with all other Designated Non-cash Consideration received pursuant to
this clause (iii) (unless such Designated Non-cash Consideration has
been converted into cash, which shall be treated after such conversion as Net
Available Cash), not to exceed 2.5% of Total Assets at the time of the receipt of
such Designated Non-cash Consideration.



     Section 4.07
Limitation on Affiliate Transactions
§ (a) Borrower shall not, and
shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction
(including the purchase, sale, lease or exchange of any property, employee compensation
arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of
Borrower (an “Affiliate Transaction”) unless




     (1) the terms thereof are no less favorable to Borrower or such Restricted
Subsidiary than those that could be obtained at the time of the Affiliate
Transaction in arm’s-length dealings with a Person who is not an Affiliate;




     (2) if such Affiliate Transaction involves an amount in excess of $2.5 million,
the terms of the Affiliate Transaction are set forth in writing and a majority of
the non-employee directors of Borrower disinterested with respect to such Affiliate
Transaction have determined in good faith that the criteria set forth in clause (1)
are satisfied and have approved the relevant Affiliate Transaction as evidenced by a
resolution of the Board of Directors; and




     (3) if such Affiliate Transaction involves an amount in excess of $7.5 million,
the Board of Directors shall also have received a written opinion from an
Independent Qualified Party to the effect that such Affiliate Transaction is fair,
from a financial standpoint, to Borrower and its Restricted Subsidiaries or is not
less favorable to Borrower and its Restricted Subsidiaries than could reasonably



 









 







be
expected to be obtained at the time in an arm’s-length transaction with a Person who
was not an Affiliate.




     (b) The provisions of Section 4.07(a) shall not prohibit




     (1) any Investment (other than a Permitted Investment) or other Restricted
Payment, in each case permitted to be made pursuant to Section 4.04;




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




     (3) loans or advances to employees in the ordinary course of business in
accordance with the past practices of Borrower or its Restricted Subsidiaries, but
in any event not to exceed $2.0 million in the aggregate outstanding at any one
time;




     (4) the payment of reasonable fees and the reimbursement of ordinary course
expenses to directors of Borrower and its Restricted Subsidiaries who are not
employees of Borrower or its Restricted Subsidiaries and any payments
pursuant to indemnification arrangements with directors and officers of
Borrower or its Restricted Subsidiaries;




     (5) any transaction with Borrower, a Restricted Subsidiary or joint venture or
similar entity which would constitute an Affiliate Transaction solely because
Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls
such Restricted Subsidiary, joint venture or similar entity;




     (6) the issuance or sale of any Capital Stock (other than Disqualified Stock)
of Borrower;




     (7) any agreement as in effect on the Reference Date and described in the
Confidential Offering Circular dated June 29, 2005 relating to the sale of the 8%
Senior Notes due 2013 or any renewals or extensions of any such agreement (so long
as such renewals or extensions of any such agreement, taken as a whole, are not less
favorable to Borrower or the Restricted Subsidiaries) and the transactions evidenced
thereby;




     (8) transactions with customers, clients, suppliers or purchasers or sellers of
goods or services, in each case in the ordinary course of business and otherwise in
compliance with the terms of this Agreement that are on terms no less favorable than
those that would have been obtained in a comparable transaction with an unrelated
party; and




     (9) any Qualified Receivables Transaction, and the Incurrence of obligations
and acquisitions of Permitted Investments and other rights or assets in connection
with a Qualified Receivables Transaction.



 









 





     Section 4.08 Limitation on Line of Business. Borrower shall not, and shall not permit
any Restricted Subsidiary, to engage in any business other than a Related Business.



     Section 4.09 [Intentionally omitted]



     Section 4.10 Limitation on Liens. Borrower shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien of any nature
whatsoever on any of its properties (including Capital Stock of a Restricted Subsidiary), whether
owned at the Closing Date or thereafter acquired securing any Indebtedness, other than Permitted
Liens.



     Section 4.11 Limitation on Sale/Leaseback Transactions. Borrower shall not, and shall
not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to
any Property unless



          (a) Borrower or such Restricted Subsidiary would be entitled to (1) Incur Indebtedness in an
amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to
Section 4.03 and (2) create a Lien on such Property securing such Attributable Debt pursuant to
Section 4.10,




          (b) the net proceeds received by Borrower or any Restricted Subsidiary in connection with such
Sale/Leaseback Transaction are at least equal to the fair market value of such Property (as
determined by the Board of Directors, if the fair market value is equal to or exceeds $2.5 million,
and by an Officer, if the fair market value is less than $2.5 million) and




          (c) Borrower applies the proceeds of such transaction in compliance with Section 2.11.




     Section 4.12 Future Guarantors. Borrower shall cause each domestic Restricted
Subsidiary that Guarantees any Indebtedness of Borrower or any other Restricted Subsidiary to, and
each Foreign Subsidiary that enters into a Guarantee of any Senior Indebtedness (other than a
Foreign Subsidiary that Guarantees Senior Indebtedness Incurred by another Foreign Subsidiary) to,
in each case, at the same time, (i) execute and deliver to the Agent a joinder to this Agreement,
substantially in the form of Exhibit C pursuant to which such Restricted Subsidiary will Guarantee
and secure the payment of the Term Loans on the same terms and conditions as those set forth in
Articles 8 and 12 of this Agreement and (ii) execute and deliver to the Agent the applicable
Security Documents pursuant to which its assets (of the same type as the assets of Borrower and the
other Subsidiary Guarantors constituting Collateral) shall become part of the Collateral and shall
secure the Term Loans and the Obligations and Subsidiary Guaranties in the manner specified in this
Agreement and the Security Documents. Notwithstanding the foregoing, this covenant shall not apply
to any Receivables Subsidiary.



     Section 4.13 Compliance Certificate. Borrower shall deliver to Agent within 120 days
after the end of each fiscal year of Borrower an Officers’ Certificate stating that in the course
of the performance by the signers of their duties as Officers of Borrower they would normally have
knowledge of any Default and whether or not the signers know of any Default that occurred during
such period. If they do, the certificate shall describe the Default, its status and what action
Borrower is taking or proposes to take with respect thereto.



 









 





     Section 4.14 Limitation on Issuances and Sales of Capital Stock of Wholly Owned
Subsidiaries. Borrower will not, and will not permit any of its Restricted Subsidiaries to,
transfer, convey, sell, lease or otherwise dispose of any Capital Stock in any Wholly Owned
Subsidiary of Borrower to any Person (other than Borrower or a Wholly Owned Subsidiary of
Borrower), unless:




     (1) such transfer, conveyance, sale, lease or other disposition is of all the
Capital Stock in such Wholly Owned Subsidiary; and




     (2) the Net Available Cash from such transfer, conveyance, sale, lease or other
disposition are applied in accordance with Section 2.11 hereof.



     Borrower will not permit any Wholly Owned Subsidiary of Borrower to issue any of its Capital
Stock (other than, if necessary, shares of its Capital Stock constituting directors’ qualifying
shares) to any Person other than to Borrower or a Wholly Owned Subsidiary of Borrower.



     Section 4.15 Impairment of Security Interest. Subject to the rights of the holders of
Permitted Liens and any release of Collateral permitted under this Agreement and pursuant to the
terms of the Intercreditor Agreements, Borrower shall not, and shall not permit any of the
Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action
or omission would or could reasonably be expected to have the result of materially impairing the
security interest with respect to the Collateral for the benefit of Agent and the Lenders, except
with respect to actions permitted under this Agreement. Borrower shall not amend, modify or
supplement, or permit or consent to any amendment, modification or supplement of, the Security
Documents in any way that would be adverse to the Lenders in any material respect, except as set
forth in Article 11 or as permitted under Article 9 or under the Intercreditor Agreements.



     Section 4.16 After-Acquired Property. Subject to the provisions in Article 8 hereof
and the terms of the other Loan Documents, upon the acquisition by Borrower or any Subsidiary
Guarantor of any After-Acquired Property, Borrower or such Subsidiary Guarantor shall execute and
deliver such mortgages, deeds of trust, security instruments, financing statements and certificates
as shall be reasonably necessary to vest in Agent a perfected security interest, subject only to
Permitted Liens, in such After-Acquired Property and to have such After-Acquired Property (but
subject to the limitations set forth in Article 8 of this Agreement and the terms of the other Loan
Documents) added to the Collateral, and thereupon all provisions of this Agreement relating to the
Collateral shall be deemed to relate to such After-Acquired Property to the same extent and with
the same force and effect.



     Section 4.17 Further Instruments and Acts. Promptly following reasonable request of
Agent, Borrower will execute and deliver such further instruments and do such further acts as may
be reasonably necessary to carry out more effectively the purpose of this Agreement. Agent shall
have no duty, liability or obligation to make any request under the Section 4.17, absent the
direction of a Lender.



     Section 4.18 Mergers and Transfer Assets. (a) Borrower shall not consolidate with or
merge with or into, or convey, transfer or lease, in one transaction or a series of transactions,



 









 







directly or indirectly, all or substantially all its assets to, any Person, provided,
however, that this Section 4.18 will not be applicable to (A) a Restricted Subsidiary
consolidating with, merging into or transferring all or part of its properties and assets to
Borrower (so long as no Capital Stock of Borrower is distributed to any Person) or
(B) Borrower merging with an Affiliate of Borrower solely for the purpose and with the sole
effect of reincorporating Borrower in another jurisdiction.



     For purposes of this Section 4.18, the sale, lease, conveyance, assignment, transfer or other
disposition of all or substantially all of the properties and assets of one or more Subsidiaries of
Borrower, which properties and assets, if held by Borrower instead of such Subsidiaries, would
constitute all or substantially all of the properties and assets of Borrower on a consolidated
basis, shall be deemed to be the transfer of all or substantially all of the properties and assets
of Borrower.



          (b) Borrower shall not permit any Subsidiary Guarantor to consolidate with or merge with or
into, or convey, transfer or lease, in one transaction or series of transactions, all or
substantially all of its assets to any Person (other than Borrower or another Subsidiary Guarantor)
unless:





     (1) except in the case of a Subsidiary Guarantor (A) that has been disposed of
in its entirety to another Person (other than to Borrower or an Affiliate of
Borrower), whether through a merger, consolidation or sale of Capital Stock or
assets or (B) that, as a result of the disposition of all or a portion of its
Capital Stock, ceases to be a Subsidiary, in both cases, if in connection therewith
Borrower provides an Officers’ Certificate to Agent to the effect that will comply
with its obligations under Section 4.06 in respect of such disposition, the
resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person
organized and existing under the laws of the jurisdiction under which such
Subsidiary was organized or under the laws of the United States of America, or any
State thereof or the District of Columbia, and such Person shall expressly assume,
by a Guaranty Agreement, all the obligations of such Subsidiary, if any, under its
Subsidiary Guaranty; and




     (2) immediately after giving effect to such transaction or transactions on a
pro forma basis (and treating any Indebtedness which becomes an obligation
of the resulting, surviving or transferee Person as a result of such transaction as
having been issued by such Person at the time of such transaction), no Default shall
have occurred and be continuing.



     Section 4.19 Amendment to Other Debt Documents. Borrower shall not, and shall not
permit any Restricted Subsidiary amend, supplement or otherwise modify any document, instrument or
agreement relating to any Junior Financing, if such modification (a) increases the principal
balance of such Indebtedness (other than as a result of capitalization of fees, expenses, premiums
and interest), (b) increases any required payment of principal or interest (other than as a result
of capitalization of fees, expenses, premiums and interest), (c) accelerates the scheduled date on
which any installment of principal or any interest is due, or adds any additional redemption, put
or prepayment provisions, (d) shortens the final maturity date or otherwise



 









 







accelerates
amortization, (e) increases the interest rate, (f) modifies any covenant in a manner or adds any
representation, covenant or default that is more onerous or restrictive in any material respect
(when taken as a whole) for any Obligor, or that is otherwise
materially adverse to any Obligor or Lenders, (g) results in the Obligations not being fully
benefited by the payment subordination or lien subordination provisions thereof; or (h) results in
the Obligations hereunder not constituting indebtedness permitted under the respective document,
instrument or agreement relating to such Indebtedness.



     Section 4.20 Post Closing CovenantSection 4.21 . Notwithstanding anything to the
contrary contained herein, within the periods set forth on Schedule 4.20 (or such longer period as
the Requisite Lenders may determine), take the actions described on Schedule 4.20.



ARTICLE 5

CONDITIONS PRECEDENT




     Section 5.01 Closing Conditions. Lenders shall not be required to fund the Term Loans
on the Closing Date unless each of the following conditions has been satisfied or waived in writing
by Lenders:




     (a) Each Loan Document shall have been duly executed and delivered to Agent and Lenders
by each of the signatories thereto, and each Obligor shall be in compliance with all terms
thereof;




     (b) Agent shall have received UCC and Lien searches and other evidence satisfactory to
Lenders that the only Liens are the Collateral Permitted Liens;




     (c) Agent shall have received the Related Real Estate Documents (other than such
documents that Lenders shall not require, including surveys, appraisals and environmental
reports) for all Real Estate listed on Schedule 5.01 hereto and subject to a Mortgage;




     (d) Agent shall have received duly executed agreements establishing each Dominion
Account of Obligors and related lockbox, in form and substance, and with financial
institutions, reasonably satisfactory to Lenders;




     (e) Agent shall have received officer’s certificates, in form and substance reasonably
satisfactory to Lenders, certifying that, after giving effect to the Term Loans and
transactions hereunder, (i) Borrower and its Subsidiaries (taken as a whole) are Solvent;
(ii) no Default or Event of Default exists; (iii) the representations and warranties set
forth in Section 3 are true and correct in all material respects and (iv) each of Borrower
and Subsidiary Guarantor has complied with all agreements and conditions to be satisfied by
it under the Loan Documents.




     (f) Agent shall have received an officer’s certificate for each Obligor, certifying (i)
that attached copies of such Obligor’s Organic Documents are true and complete, and in full
force and effect, without amendment except as shown; (ii) that an attached copy of
resolutions authorizing execution and delivery of the Loan Documents is true and complete,
and that such resolutions are in full force and effect, were duly



 









 







adopted, have not been amended, modified or revoked, and constitute all resolutions
adopted with respect to the Term Loans; and (iii) to the title, name and signature of each
Person authorized to sign the Loan Documents. Agent may conclusively rely on this
certificate until they are otherwise notified by the applicable Obligor in writing;




     (g) Agent shall have received a specimen of the signature of each Person authorized by
the resolution referred to in paragraph (f) above in relation to the Loan Documents and
related documents and executing Loan Documents on the Closing Date;




     (h) Agent shall have received a written opinion of Kirkland & Ellis LLP, as well as any
local real estate counsel to Borrower to the extent a Mortgage on owned Real Estate in any
such jurisdiction is being delivered, in form and substance reasonably satisfactory to
Agent;




     (i) Agent shall have received copies of the charter documents of each Obligor,
certified by the Secretary of State or other appropriate official of such Obligor’s
jurisdiction of organization. Agent shall have received good standing certificates, as
applicable, for each Obligor, issued by the Secretary of State or other appropriate official
of such Obligor’s jurisdiction of organization;




     (j) Agent shall have received copies of certificates of insurance for the insurance
policies carried by Borrower, all in compliance with the Loan Documents;




     (k) No material adverse change in the business, assets, property, liabilities,
operations or financial condition of the Borrower and its Subsidiaries taken as a whole
shall have occurred since December 31, 2008;




     (l) Borrower shall have paid all fees and expenses (including attorney’s and
professional fees) to be paid to Agent and Lenders on the Closing Date;




     (m) [Reserved];




     (n) No Default or Event of Default shall exist after giving effect to such funding
hereunder;




     (o) Agent has received a copy of an amendment to the Other Credit Agreement, in form
and substance reasonably satisfactory to Lenders;




     (p) The Third Lien Notes have been issued in form and substance reasonably satisfactory
to Lenders;




     (q) Agent has received a copy of the Warrant and Unit Agreement, in form and substance
reasonably satisfactory to Lenders;




     (r) The Intercreditor Agreements have been entered into by all parties thereto, in form
and substance reasonably satisfactory to and Lenders; and



 









 






     (s) a copy of any other authorization or other document or assurance which Agent
reasonably deems reasonably necessary in connection with the entry into and performance of
the transactions contemplated by any Loan Document or for the validity and enforceability of
any Loan Document.



     Each Lender, by funding the Term Loan on the Closing Date, shall be deemed to have
acknowledged receipt of, and consented to and approved, each Loan Document and each other document
or condition required to be approved by Agent, Requisite Lenders or Lenders, as applicable on the
Closing Date.



ARTICLE 6

DEFAULTS AND REMEDIES




     Section 6.01 Events of Default. An “Event of Default” occurs if:




     (1) Borrower defaults in any payment of interest on the Term Loans when the
same becomes due and payable, and such default continues for a period of 5 Business
Days;




     (2) Borrower (A) defaults in the payment of the principal of the Term Loans
when the same becomes due and payable at its Maturity Date, upon optional
prepayment, upon declaration of acceleration or otherwise, or (B) fails to prepay
the Term Loans when required pursuant to this Agreement;




     (3) [Reserved];




     (4) Borrower fails to comply with (A) Section 4.03, 4.04, 4.05, 4.06, 4.07,
4.08, 4.09, 4.10, 4.11, 4.12 or 4.17 (other than a failure to prepay the Term Loans
when required under Section 4.06) and such failure continues for 30 days after the
notice specified below or (B) Section 4.02 and such failure continues for 60 days
after the notice specified below;




     (5) Borrower or any Subsidiary Guarantor fails to comply with any of its
agreements contained in this Agreement (other than those referred to in clause (1),
(2), (3) or (4) above) or the Security Documents and such failure continues for 60
days after the notice specified below;




     (6) Any breach or default of an Obligor (after giving effect to any applicable
grace period) occurs under any document, instrument or agreement (other than the
Bank of America Credit Agreement) to which it is a party or by which it or any of
its Properties is bound, relating to any Indebtedness (other than the Obligations)
in excess of $10.0 million, that either (x) results in such indebtedness becoming
due prior to its scheduled maturity, or (y) enables or permits the holder or holders
of any such Indebtedness or any trustee or agent on its or their behalf to cause any
such Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its
scheduled maturity;



 









 






     (7) Any obligations of the Company or any Subsidiary Guarantor for principal of
or interest on the loans under the Bank of America Credit Agreement is not paid when
due and payable (after giving effect to any applicable grace period) or the
Indebtedness thereunder is accelerated by the holders thereof because of an event of
default;




     (8) Borrower, any Subsidiary Guarantor or any Significant Subsidiary pursuant
to or within the meaning of any Bankruptcy Law:




     (A) commences a voluntary case;




     (B) consents to the entry of an order for relief against it in an
involuntary case;




     (C) consents to the appointment of a Custodian of it or for any
substantial part of its property; or




     (D) makes a general assignment for the benefit of its creditors;




or takes any comparable action under any foreign laws relating to
insolvency;




     (9) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:




     (A) is for relief against Borrower, any Subsidiary Guarantor or any
Significant Subsidiary in an involuntary case;




     (B) appoints a Custodian of Borrower, any Subsidiary Guarantor or any
Significant Subsidiary or for any substantial part of its property; or




     (C) orders the winding up or liquidation of Borrower, any Subsidiary
Guarantor or any Significant Subsidiary;




or any similar relief is granted under any foreign laws and the order or
decree remains unstayed and in effect for 60 days;




     (10) any judgment or decree for the payment of money in excess of $10.0 million
or its foreign currency equivalent at the time is entered against Borrower, any
Subsidiary Guarantor or any Significant Subsidiary, remains outstanding for a period
of 60 consecutive days following the entry of such judgment or decree and is not
discharged, waived or the execution thereof stayed;




     (11) any Subsidiary Guaranty ceases to be in full force and effect (other than
in accordance with the terms of such Subsidiary Guaranty) or any Subsidiary
Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty:



 









 






     (12) (A) the repudiation or disaffirmation by Borrower or any Subsidiary
Guarantor of its obligations hereunder and under any of the Security Documents, (B)
the assertion by Borrower or any Subsidiary Guarantor in any pleading in a judicial
proceeding, or the determination in a judicial proceeding that this Agreement or any
of the Security Documents (or any of the security interests created thereby) is
unenforceable or invalid against Borrower or any Subsidiary Guarantor for any reason
or (C) this Agreement and any Security Document shall cease to be in full force and
effect (other than in accordance with the terms of the applicable Security Document
and this Agreement), or cease to be effective to grant Agent a perfected Lien on the
Collateral (other than Collateral with a value that does not exceed $1.0 million in
the aggregate at any time) to the extent required thereby and with the priority
purported to be created thereby, in each case under this clause (11)(C), except for
a failure of a Person other than Borrower or any Subsidiary Guarantor to make
filings, renewals and continuations (or other equivalent filings) or the failure of
a Person other than Borrower or any Subsidiary Guarantor (or its respective agent,
bailee or designee, each as in accordance with the Security Documents and the
Intercreditor Agreements) to maintain possession of certificates actually delivered
to it representing securities pledged under the Security Documents;




     (13) a Change of Control occurs.



     The foregoing will constitute Events of Default whatever the reason for any such Event of
Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body.



     A Default under clauses (4) or (5) is not an Event of Default until the Agent (at the
direction of Requisite Lenders) or the Requisite Lenders (with a copy to Agent) notify Borrower of
the Default and Borrower does not cure such Default within the time specified after receipt of such
notice. Such notice must specify the Default, demand that it be remedied and state that such notice
is a “Notice of Default”.



     Borrower shall deliver to Agent, within 30 days after the occurrence thereof, written notice
in the form of an Officers’ Certificate of any Event of Default under clause (6), (7), (11) or (12)
and any event which with the giving of notice or the lapse of time would become an Event of Default
under clause (4), (5) or (10), its status and what action Borrower is taking or proposes to take
with respect thereto.



     Section 6.02 Acceleration. If an Event of Default (other than an Event of Default
specified in Section 6.01(8) or (9) with respect to Borrower) occurs and is continuing, Agent shall
(in the direction of the
Requisite Lenders) and the Requisite Lenders may, by notice to Borrower, declare the principal
of and accrued but unpaid interest on all the
Term Loans and the other Obligations to be due and
payable. Upon such a declaration, such principal, interest and other Obligations shall be due and
payable immediately. If an Event of Default specified in Section 6.01(8) or (9) with respect to
Borrower occurs, the principal of and interest on all the



 









 







Term Loan and the other Obligations shall
ipso facto become and be immediately due and payable without any declaration or other act on the
part of Agent or any Lender.



     Section 6.03 Other Remedies. If an Event of Default occurs and is continuing, Agent
(at the direction of the Requisite Lenders) may exercise any other rights or remedies afforded
under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured
party under the UCC. Such rights and remedies include the rights to (i) take possession of any
Collateral; (ii) require any Obligor to assemble Collateral, at such Obligor’s expense, and make it
available to Agent at a place designated by Agent; (iii) subject to the terms of any lease
agreement or Lease Waiver, as applicable, enter any premises where Collateral is located and store
Collateral on such premises until sold (and if the premises are owned or leased by any Obligor,
such Obligor agree not to charge for such storage); and (iv) sell or otherwise dispose of any
Collateral in its then condition, or after any further manufacturing or processing thereof, at
public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk,
at such locations, all as Agent (at the direction of Requisite Lenders), in its discretion, deems
advisable. Each Obligor agrees that 10 days notice of any proposed sale or other disposition of
Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any
Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance
with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any
Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at
public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price,
may set off the amount of such price against the Obligations.



     Section 6.04 Licenses. For the purpose of enabling Agent, upon the occurrence and
during the continuance of an Event of Default, to exercise the rights and remedies under Section
6.03 at such time as Agent shall be lawfully entitled to exercise such rights and remedies, and for
no other purpose, each Obligor hereby grants to Agent a non-exclusive license (subject to the
rights of third parties and to the extent not prohibited in the case of licensed in Intellectual
Property and (i) in the case of trademarks, to sufficient rights to quality control and inspection
in favor of any Obligor to avoid the risk of invalidation of such trademarks, and (ii) in the case
of trade secrets, to an obligation of Agent to take steps reasonable under the circumstances to
keep trade secrets confidential to avoid the risk of invalidation of such trade secrets) to use,
license or sub-license (without payment of royalty or other compensation to any Person) any or all
Intellectual Property of each Obligor, computer hardware and software, trade secrets, brochures,
customer lists, promotional and advertising materials, labels, packaging materials and other
Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or
otherwise exercising any rights or remedies with respect to, any Collateral. Each Obligor’s rights
and interests under Intellectual Property shall inure to Agent’s benefit.



     Section 6.05 Set Off. At any time during an Event of Default, Agent, Lenders, and any
of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off
and apply any and all deposits (general or special, time or demand, provisional or final, in
whatever currency)(other than tax, payroll, trust or employee benefit accounts) at any time held
and other obligations (in whatever currency) at any time owing by Agent, such Lender or such
Affiliate to or for the credit or the account of an Obligor against any Obligations, irrespective
of whether or not Agent, such Lender or such Affiliate shall have made any demand under this
Agreement or any other Loan Document and although such Obligations may be contingent or unmatured
or are



 









 







owed to a branch or office of Agent, such Lender or such Affiliate different from the branch
or office holding such deposit or obligated on such indebtedness. The rights of Agent, each Lender
and each such Affiliate under this Section are in addition to other rights and remedies (including
other rights of setoff) that such Person may have.



     Section 6.06 Remedies Cumulative.



          (a) Cumulative Rights. All agreements, warranties, guaranties, indemnities and other
undertakings of each Obligor under the Loan Documents are cumulative and not in derogation of each
other. The rights and remedies of Agent and Lenders are cumulative, may be exercised at any time
and from time to time, concurrently or in any order, and are not exclusive of any other rights or
remedies available by agreement, by law, at equity or otherwise. All such rights and remedies
shall continue in full force and effect until Full Payment of all Obligations.(b) Waivers.
No waiver or course of dealing shall be established by (i) the failure or delay of Agent or any
Lender to require strict performance by any Obligor with any terms of the Loan Documents, or to
exercise any rights or remedies with respect to Collateral or otherwise; (ii) the making of any
Term Loan during a Default, Event of Default or other failure by the Obligors to satisfy any
conditions precedent; or (iii) acceptance by Agent or any Lender of any payment or performance by
an Obligor under any Loan Documents in a manner other than that specified therein.




ARTICLE 7

AGENT




     Section 7.01 Appointment, Authority and Duties of Agent.



          (a) Appointment and AuthorityEach Lender irrevocably appoints and designates Credit
Suisse as Agent of such Lender under this Agreement and the other Loan Documents to which Agent is
a party, and each Lender irrevocably authorizes Agent to take such action on its behalf and in
Agent’s designated capacity under the provisions of this Agreement and the other Loan Documents,
and to exercise such powers and perform such duties, as are expressly designated to Agent by the
terms of this Agreement and the other Loan Documents, together with such powers as are reasonably
incidental thereto. Agent may, and each Lender authorizes Agent to, enter into all
Loan Documents to which Agent is intended to be a party and accept all Loan Documents, for
Agent’s benefit and the Pro Rata benefit of Lenders. Each Lender agrees that any action taken by
Agent or Requisite Lenders in accordance with the provisions of the Loan Documents, and the
exercise by Agent or Requisite Lenders of any rights or remedies set forth therein, together with
all other powers reasonably incidental thereto, shall be authorized by and binding upon all
Lenders. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive
authority to (a) act as the disbursing and collecting agent for Lenders with respect to all
payments and collections arising in connection with the Loan Documents; (b) execute and deliver as
Agent each Loan Document to which it is a party, including any intercreditor or subordination
agreement, and accept delivery of each Loan Document from any Obligor or other Person; (c) act as
collateral agent for the Lender Group for purposes of perfecting and administering Liens under the
Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal
with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies
with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties
of Agent shall be ministerial and administrative in nature, and Agent shall not have a fiduciary
relationship with




 









 







any Lender, Participant, Obligor or any other Person by reason of any Loan
Document or any transaction relating thereto.




          (b) Duties. Agent shall not have any duties or responsibilities except those
expressly set forth in this Agreement and the other Loan Documents to which Agent is a party or
beneficiary, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into the Loan Documents or otherwise exist on the part of the Agent. The
conferral upon Agent of any right shall not imply a duty on Agent’s part to exercise such right,
unless instructed to do so by Requisite Lenders in accordance with this Agreement.




          (c) Agent Professionals. Agent may perform its duties under this Agreement and the
other Loan Documents to which Agent is a party or beneficiary by or through receivers, agents,
attorneys-in-fact and employees. Agent may consult with and employ Agent Professionals, and shall
be entitled to act upon, and shall be fully protected in any action taken in reliance upon any
advice given by an Agent Professional. Agent shall not be responsible for the negligence or
misconduct of any receivers, agents, attorneys-in-fact, employees or Agent Professionals selected
by it with reasonable care.




          (d) Instructions of Requisite Lenders. The rights and remedies conferred upon Agent
under the Loan Documents may be exercised without the necessity of joinder of any other party,
unless required by Applicable Law. Agent may (but shall not be required to, except where expressly
required hereunder) request instructions from Requisite Lenders with respect to any act (including
the failure to act) in connection with any Loan Documents, and may seek assurances to its
satisfaction from Lenders of their indemnification obligations under Section 7.06 against all
Claims that could be incurred by Agent in connection with any act (or failure to act). Agent shall
be entitled to refrain
from any act until it has received such instructions or assurances, and Agent shall not incur
liability to any Person by reason of so refraining. Instructions of Requisite Lenders shall be
binding upon all Lenders, and no Lender shall have any right of action whatsoever against Agent as
a result of Agent acting or refraining from acting in accordance with the instructions of Requisite
Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders shall be
required in the circumstances described in clauses (i) through (iii) of Section 11.01(a). In no
event shall Agent be required to take any action that, in its opinion, is contrary to Applicable
Law or any Loan Documents or could subject any Agent Indemnitee to personal liability.




     Section 7.02 Agreements Regarding Collateral and Field Examination Reports.



          (a) Lien Releases; Care of Collateral. Lenders authorize Agent to release any Lien
with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of
an Asset Disposition which Borrower certifies in writing to Agent is a Permitted Asset Disposition
or a Lien which Borrower certifies is a Permitted Lien entitled to priority over Agent’s Liens (and
Agent may rely conclusively on any such certificate without further inquiry); (c) as required to
effect any sale or other disposition of Collateral in connection with any exercise of remedies of
Agent pursuant to the Security Documents; or (d) with the written consent of the Requisite Lenders.
Lenders hereby authorize Agent to execute and deliver any instruments, documents and agreements
necessary or desirable to evidence and confirm the release of any Collateral pursuant to the
foregoing provisions of this paragraph, all without the




 









 







further consent or joinder of any Lender.
In addition to the foregoing, if any of the Collateral shall be sold, transferred or otherwise
disposed of by any Obligor in a transaction permitted by the Credit Agreement, such Collateral
shall be automatically released from the Liens and security interests created by the Loan Documents
and the Agent, at the request and sole expense of such Obligor, shall execute and deliver to such
Obligor all releases or other documents reasonably necessary or desirable for the release of the
Liens created hereby on such Collateral (including such documents as such Obligor shall reasonably
request to evidence such release). Agent shall have no obligation whatsoever to any Lenders to
assure that any Collateral exists or is owned by any Obligor, or is cared for, protected, insured
or encumbered, nor to assure that Agent’s Liens have been properly created, perfected or enforced,
or are entitled to any particular priority, nor to exercise any duty of care with respect to any
Collateral.




          (b) Possession of Collateral. Agent and Lenders appoint each Lender as agent (for the
benefit of Lender Group) for the purpose of perfecting Liens in any Collateral held or controlled
by such Lender, to the extent such Liens are perfected by possession or control. If any Lender
obtains possession or control of any Collateral, it shall notify Agent thereof and, promptly upon
Agent’s request, deliver such Collateral to Agent or otherwise deal with it in accordance with
Agent’s instructions.




          (c) Reports. Agent shall promptly forward to each Lender, when complete, copies of any field audit,
examination or appraisal report prepared for Agent with respect to any Obligor or Collateral
(“Report”). Each Lender agrees (a) that Agent makes no representation or warranty as to the
accuracy or completeness of any Report, shall not be liable for any information contained in or
omitted from any Report and shall not have any duty, liability or obligation to request the
preparation of a Report absent the direction of the Requisite Lenders; (b) that the Reports are not
intended to be comprehensive audits or examinations, and that any Person performing any audit or
examination will inspect only specific information regarding Obligations or the Collateral and will
rely significantly upon Borrower’s books and records as well as upon representations of Borrower’s
officers and employees; and (c) to keep all Reports confidential and strictly for such Lender’s
internal use, and not to distribute any Report (or the contents thereof) to any Person (except to
such Lender’s Participants, attorneys and accountants) or use any Report in any manner other than
administration of the Term Loans and other Obligations. Each Lender agrees to indemnify and hold
harmless Agent and any Person preparing a Report from any action such Lender may take as a result
of or any conclusion it may draw from any Report, as well as from any Claims arising as a direct or
indirect result of Agent furnishing a Report to such Lender.




     Section 7.03 Reliance By Agent. Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, consent, certificate, affidavit, letter,
certification, statement, notice or other communication, document or conversation (including those
by telephone, telex, cablegram, telegram, telecopy, teletype message or e-mail) believed by it to
be genuine and correct and to have been signed, sent or made by the proper Person, and upon the
advice and statements of Agent Professionals (including, without limitation, counsel to Obligors).
Agent shall not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture or other paper or document. Agent shall have no liability for
failing or refusing to take any action under this Agreement or the other Loan Documents unless it



 









 







shall first receive such advice, direction, instruction or concurrence of the Requisite Lenders or
the Lenders as is required hereunder; and Agent has the right to seek instructions from the
Requisite Lenders before acting or electing not to act under this Agreement and/or the other Loan
Documents. Agent shall in all cases have no liability in acting, or in refraining from acting,
under this Agreement and the other Loan Documents in accordance with a direction or instruction of
the Requisite Lenders, and such direction or instruction and any action taken or failure to act
pursuant thereto shall be binding upon all of the Lenders. This provision shall apply mutatis
mutandis to Agent-Related Persons as if they were the Agent referred to herein.



     Section 7.04 Action Upon Default. Agent shall not be deemed to have knowledge of any
Default or Event of Default unless Agent has received written notice from a Lender or Borrower
specifying the occurrence and nature thereof and stating that such notice is a “notice of default”.
If any Lender acquires knowledge of a Default or Event of Default, it shall promptly notify Agent
and the other Lenders thereof in writing. Each Lender agrees that, except as otherwise provided in
any Loan Documents or with the written consent of Requisite Lenders, it will not take any
Enforcement Action, accelerate Obligations under any Loan Documents, or exercise any right that it
might
otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other
similar dispositions of Collateral. Notwithstanding the foregoing, however, a Lender may
take action to preserve or enforce its rights against an Obligor where a deadline or limitation
period is applicable that would, absent such action, bar enforcement of Obligations held by such
Lender, including the filing of proofs of claim in an Insolvency Proceeding. Agent shall take such
action with respect to any Default or Event of Default as shall be directed by the Requisite
Lenders.



     Section 7.05 Ratable Sharing. If any Lender shall obtain any payment or reduction of
any Obligation, whether through set-off or otherwise, in excess of its share of such Obligation,
determined on a Pro Rata basis, as applicable, such Lender shall forthwith purchase from the other
Lenders such participations in the affected Obligation as are necessary to cause the purchasing
Lender to share the excess payment or reduction on a Pro Rata basis, as applicable. If any of such
payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but without interest. No
Lender shall set off against any Dominion Account without the prior consent of Agent.



     Section 7.06 Indemnification of Agent Indemnitees. EACH LENDER SHALL INDEMNIFY AND
HOLD HARMLESS AGENT INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS (BUT WITHOUT LIMITING THE
INDEMNIFICATION OBLIGATIONS OF OBLIGORS UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS, FROM AND
AGAINST ALL CLAIMS, LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, THE FEES AND DISBURSEMENTS OF COUNSEL FOR THE AGENT AND AGENT-RELATED PERSONS,
INCLUDING IN CONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING COMMENCED OR
THREATENED, WHETHER OR NOT ANY AGENT INDEMNITEE SHALL BE DESIGNATED A PARTY THERETO, INCLUDING
THOSE INCURRED IN ANY BANKRUPTCY PROCEEDING) THAT MAY AT ANY TIME (INCLUDING FOLLOWING



 









 







FULL PAYMENT
OF THE OBLIGATIONS) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST ANY AGENT INDEMNITEE IN ANY WAY
AS A RESULT OF, RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY
DOCUMENT CONTEMPLATED BY OR REFERRED TO HEREIN OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY OR ANY ACTION TAKE OR OMITTED BY AGENT INDEMNITEE IN CONNECTION WITH
THE FOREGOING. In Agent’s discretion, it may reserve for any such Claims made against an Agent
Indemnitee, and may satisfy any judgment, order or settlement relating thereto, from proceeds of
Collateral or principal or principal repayment of the Term Loans prior to making any distribution
of such proceeds to Lenders. If Agent is sued by any receiver, bankruptcy trustee,
debtor-in-possession or other Person for any alleged preference or fraudulent transfer, then any
monies paid by Agent in settlement or satisfaction of such proceeding, together with all interest,
costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly
reimbursed to Agent by each Lender to the extent of its Pro Rata Share. Without limiting the
generality of the
foregoing, if the Internal Revenue Service or any authority of the United States of America or
other jurisdiction asserts a claim that Agent did not properly withhold tax from amounts paid to or
for the account of any Lender (because the appropriate form was not delivered or was not properly
executed, or because such Lender failed to notify Agent of a change in circumstances which rendered
the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such
Lender shall indemnify Agent fully for all amounts paid, directly or indirectly, by Agent as tax or
otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on
the amounts payable to Agent under this Section 7.06, together with all reasonable out-of-pocket
costs, expenses and attorneys’ fees. No provision of this Agreement or the other Loan Documents
shall require Agent to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or thereunder or in the exercise of any of its
rights or powers unless Agent shall have received adequate indemnity in Agent’s opinion against
potential costs and liabilities incurred by Agent relating thereto. Notwithstanding anything to
the contrary contained in this Agreement or any of the other Loan Documents, in the event Agent is
entitled or required to commence an action to foreclose or otherwise exercise its remedies to
acquire control or possession of the Collateral, Agent shall not be required to commence any such
action or exercise any such remedy if Agent has determined that Agent may incur personal liability
as the result of the presence at, or release on or from, the Collateral, of any hazardous
substances unless Agent has received security or indemnity from the Lenders in an amount and in a
form all satisfactory to Agent in its sole discretion, protecting Agent from all such liability.
Agent shall at any time be entitled to cease taking any action described above if it no longer
reasonably deems any indemnity, security or undertaking from the Obligors or the Lenders to be
sufficient. The obligation of each Lender in this Section 7.06 shall survive the Full Payment of
the Term Loans and other Obligations, the termination of this Agreement and the resignation or
removal of Agent. All amounts due under this Section shall be deemed part of the Obligations and
shall be secured by the Collateral.



     Section 7.07 Limitation on Responsibilities of Agent. Agent shall not be liable to
Lenders for any action taken or omitted to be taken by it or any Agent-Related Persons under or in
connection with this Agreement or any other Loan Document or instrument referred to or provided for
herein or therein, except to the extent that any of the foregoing are found by a final,
nonappealable decision of a court of competent jurisdiction to have resulted from its or such



 









 







Person’s own gross negligence or willful misconduct. Agent does not assume any responsibility for
any failure or delay in performance or any breach by any Obligor or Lender of any obligations under
the Loan Documents. Agent does not make to Lenders any express or implied warranty, representation
or guarantee with respect to any Obligations, Collateral, Loan Documents or Obligor. No Agent
Indemnitee shall be responsible to Lenders or any other Person for any recitals, statements,
information, representations or warranties contained in any Loan Document or in any certificate
report, statement, or other document referred to or provided for in, or received by Agent under or
in connection with, this Agreement or any other Loan Document; the execution, validity,
genuineness, effectiveness or enforceability of any Loan Documents; the genuineness,
enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the
validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien
therein; the validity, enforceability or collectibility of any Obligations; the assets,
liabilities, financial condition, results of operations, business, creditworthiness or legal status
of any
Obligor or Account Debtor; or for any failure of any Obligor to perform its obligations under
the Loan Documents. No Agent Indemnitee shall have any obligation to any Lender or any other
Person to ascertain or inquire into the existence of any Default or Event of Default, the
observance or performance by any Obligor of any terms of the Loan Documents, or the satisfaction of
any conditions precedent contained in any Loan Documents. Neither Agent nor any Agent-Related
Person shall be required to initiate or conduct any litigation or collection or other proceeding
under the Loan Documents, including without limitation to file any proof of claim, without the
express written direction of the Requisite Lenders. Agent shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, the Loan Documents, or to inspect the properties, books or records
of any Obligor. Agent shall have the right at any time to seek instructions from the Lenders with
respect to the administration of the Loan Documents. Anything to the contrary notwithstanding, in
no event shall Agent be liable to any Person, under this Agreement or the other Loan Documents, for
special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever
(including but not limited to lost profits), even if Agent has been advised of the likelihood of
such loss or damage. To the extent permitted by applicable law, each of the Borrower and the
Subsidiary Guarantors agrees not to assert, and hereby waives, any claim against any Agent
Indemnitee, on any theory of liability, for special, punitive, indirect, consequential or
incidental loss or damage of any kind whatsoever (including but not limited to lost profits, but
excluding direct losses) arising out of, in connection with, or as a result of, this Agreement or
any agreement or instrument contemplated hereby, the transactions, any Term Loan or the use of the
proceeds thereof.



     Section 7.08 Successor Agent and Co-Agents.



          (a) Resignation; Successor Agent. Subject to the appointment and acceptance of a
successor Agent as provided below, Agent may resign at any time by giving at least 30 days written
notice thereof to Lenders and Borrower. Upon receipt of such notice, Requisite Lenders shall have
the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or
(b) a commercial bank that is organized under the laws of the United States or any state or
district thereof, has a combined capital surplus of at least $200,000,000 and in each case
(provided no Event of Default exists) is reasonably acceptable to Borrower. If no successor Agent
has been appointed by the 30th day after the date such notice of resignation was given
by such Agent, such Agent’s resignation shall become effective and the Requisite Lenders shall




 









 







thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document
until such time, if any, as the Requisite Lenders appoint a successor Agent which is reasonably
acceptable to Borrower. Upon acceptance by a successor Agent of an appointment to serve as Agent
hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights,
powers, duties and obligations of the retiring Agent without further act but the retiring Agent
shall continue to have the benefits of the indemnification set forth in the Loan Documents.
Notwithstanding any Agent’s resignation, the provisions of this Article 7 shall continue in effect
for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any
successor to Credit Suisse by merger or acquisition of stock or acquisition of the corporate trust
business shall
continue to be Agent hereunder without further act on the part of the parties hereto, unless
such successor resigns as provided above.




          (b) Separate Collateral Agent. It is the intent of the parties that there shall be no
violation of any Applicable Law denying or restricting the right of financial institutions to
transact business in any jurisdiction. If Agent is limited in the exercise of any rights or
remedies under the Loan Documents due to any Applicable Law, Requisite Lenders may appoint an
additional Person who is not so limited, as a separate collateral agent or co-collateral agent;
provided such collateral agent or co-collateral agent is reasonably acceptable to Borrower (unless
an Event of Default exists). If Requisite Lenders so appoint a collateral agent or co-collateral
agent, each right and remedy intended to be available to Agent under the Loan Documents shall also
be vested in such separate agent. Every covenant and obligation necessary to the exercise thereof
by such agent shall run to and be enforceable by it as well as Agent. Requisite Lenders shall
execute and deliver such documents as may be appropriate to vest any rights or remedies in such
agent. If any collateral agent or co-collateral agent shall die or dissolve, become incapable of
acting, resign or be removed, then all the rights and remedies of such agent, to the extent
permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new
agent.




     Section 7.09 Due Diligence and Non-Reliance. Each Lender acknowledges and agrees that
it has, independently and without reliance upon Agent or any other Lenders, and based upon such
documents, information and analyses as it has deemed appropriate, made its own credit analysis of
each Obligor and its own decision to enter into this Agreement and to fund the Term Loans. Each
Lender has made such inquiries concerning the Loan Documents, the Collateral and each Obligor as
such Lender feels necessary. Each Lender further expressly acknowledges and agrees that the other
Lenders, Agent and Agent-Related Persons have made no representations or warranties concerning any
Obligor, any Collateral or the legality, validity, sufficiency or enforceability of any Loan
Documents or Obligations and that no act by Agent hereafter taken, shall be deemed to constitute
any representation or warranty by Agent to any Lender. Each Lender will, independently and without
reliance upon the other Lenders or Agent, and based upon such financial statements, documents and
information as it deems appropriate at the time, continue to make and rely upon its own credit
decisions in making the Term Loans, and in taking or refraining from any action under any Loan
Documents. Except for notices, reports and other information expressly requested by any Lender (to
the extent such Lender is entitled to such information under the express terms of this Agreement or
any other Loan Document), Agent shall have no duty or responsibility to provide any Lender with any
notices, reports or certificates furnished to Agent by any Obligor or any credit or other
information concerning the affairs,



 









 







financial condition, business, operations, prospects,
creditworthiness or Properties of any Obligor (or any of its Affiliates) which may come into
possession of Agent or any of Agent’s Affiliates.



     Section 7.10 Remittance of Payments and Collections.



          (a) Failure to Pay. If any Lender fails to pay any amount when due by it to Agent
pursuant to the terms hereof, such amount shall bear interest from the due date until paid at the
rate determined by Agent as customary in the banking industry for interbank compensation. In no
event shall Borrower be entitled to receive credit for any interest paid by a Lender to Agent.




          (b) Recovery of Payments. If Agent pays any amount to a Lender in the expectation
that a related payment will be received by Agent from an Obligor and such related payment is not
received, then Agent may recover such amount from each Lender that received it. If Agent
determines at any time that an amount received under any Loan Document must be returned to an
Obligor or paid to any other Person pursuant to Applicable Law or otherwise, then, notwithstanding
any other term of any Loan Document, Agent shall not be required to distribute such amount to any
Lender. If any amounts received and applied by Agent to any Obligations are later required to be
returned by Agent pursuant to Applicable Law, each Lender shall pay to Agent, such Lender’s Pro
Rata share of the amounts required to be returned.




     Section 7.11 No Third Party Beneficiaries. This Article 7 is an agreement solely
among Lenders and Agent, and shall survive Full Payment of the Obligations. This Section 7 does
not confer any rights or benefits upon Borrower or any other Person other than as set forth in
Sections 7.03, 7.06 and 7.08. As between Borrower and Agent, any action that Agent may take under
any Loan Documents or with respect to any Obligations shall be conclusively presumed to have been
authorized and directed by Lenders.



     Section 7.12 Standard of Care of Agent, etc.Section 7.13



          (a) Agent shall not be required to take any discretionary actions hereunder or under any other
Loan Documents. Any provision of this Agreement or any other Loan Document authorizing Agent to
take any action shall not obligate Agent to take such action. Agent shall not be under any
obligation or duty to perform any act which, in Agent’s sole judgment, could involve it in expense
or liability or to institute or defend any suit in respect thereof, or to advance any of its own
monies, unless the Requisite Lenders or Obligor, as the case may be, shall have offered to Agent
reasonable security or indemnity against such expense, liability, suit or advance satisfactory to
the Agent.




          (b) Agent shall not have any duty, obligation or liability with respect to any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture or other paper or document delivered by Obligors under the Loan Documents, other
than to deliver copies of the same to Lenders (to the extent the Lenders are entitled to such
copies under the express terms of this Agreement or an other Loan Document). Without limiting the
generality of the foregoing, Agent shall have no duty, obligation or liability with respect to any
notice of default delivered to Agent (either under the Loan Documents or under any other agreement
or document) other than to deliver a copy of the same to Lenders.




 









 








          (c) Any provision of this Agreement or any other Loan Document authorizing the Agent to take
any action shall not obligate Agent to take such action.




     Section 7.14 Actions by the Agent.Section 7.15



          (a) Agent shall not be liable for any action it takes or omits to take in reliance on any
written direction by the Requisite Lenders (which written direction may be in the form of an
e-mail) or an Officers’ Certificate from any Obligor. Whenever in the administration of any Loan
Document Agent shall deem it necessary or desirable that a matter be proved or established prior to
taking or suffering or omitting to take any act hereunder or thereunder, such matter (unless other
evidence in respect thereof be herein or therein specifically prescribed) may, in the absence of
gross negligence or willful misconduct (as determined by a final, nonappealable judgment of a court
of competent jurisdiction) on the part of Agent or Agent-Related Persons, be deemed to be
conclusively proved and established by any written direction from the Requisite Lenders or an
Officers’ Certificate from an Obligor delivered to Agent, and such written direction or
certificate, in the absence of gross negligence or willful misconduct on the part of Agent or
Agent-Related Persons, shall be full authorization to Agent for any action taken, suffered or
omitted to be taken by it under the provisions of any Loan Document.




          (b) In each case that Agent may or is required hereunder or under any other Loan Document to
take any action (an “Agent Action”), including without limitation to make any determination, to
give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise
to act hereunder or under any other Loan Document, Agent may seek direction from the Requisite
Lenders. Agent shall not be liable with respect to any Agent Action taken or omitted to be taken
by it in accordance with the direction from the Requisite Lenders. If Agent shall request
direction from the Requisite Lenders with respect to any Agent Action, Agent shall be entitled to
refrain from such Agent Action unless and until such Agent shall have received direction from the
Requisite Lenders, and the Agent shall not incur liability to any Person by reason of so
refraining.




ARTICLE 8

COLLATERAL




     Section 8.01 Grant of Security Interest. To secure the prompt payment and performance
of all Obligations, each Borrower and Subsidiary Guarantor hereby grants to Agent for the benefit
of the Lender Group, a continuing security interest in and Lien upon all Property of the Borrower
or Subsidiary Guarantor, as the case may be, including all of the following Property, whether now
owned or hereafter acquired, and wherever located:



          (a) all Accounts;




          (b) all Chattel Paper, including electronic chattel paper;




          (c) all Commercial Tort Claims listed on Schedule 8.01 (as amended from time to time);




          (d) all Deposit Accounts;




 









 








          (e) all Documents;




          (f) all General Intangibles, including Intellectual Property (excluding intent to use
trademark applications and contracts that prohibit the granting of security interests or
encumbrances);




          (g) all Goods, including Inventory, Equipment and fixtures;




          (h) all Instruments;




          (i) all Investment Property;




          (j) all Letter-of-Credit Rights;




          (k) all Supporting Obligations;




          (l) all monies, whether or not in the possession or under the control of Agent, a
Lender, or a bailee or Affiliate of Agent or a Lender;




          (m) all accessions to, substitutions for, and all replacements, products, and cash and
non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect
to insurance policies, and claims against any Person for loss, damage or destruction of any
Collateral; and




          (n) all books and records (including customer lists, files, correspondence, tapes,
computer programs, print-outs and computer records) pertaining to the foregoing.



Notwithstanding the foregoing, in no event shall any of the following Property be subject to the
grant of security pursuant to this Section 8.01 or otherwise constitute Collateral: (i) all motor
vehicles and other assets the perfection of a security interest in which is excluded from the UCC
in the relevant jurisdiction; (ii) any General Intangible or other rights arising under contracts,
Instruments, licenses, license agreements (including Licenses) or other documents, to the extent
(and only to the extent) that the grant of a security interest would (x) constitute a violation of
a restriction in favor of a third party on such grant, unless and until any required consents shall
have been obtained, (y) give any other party the right to terminate its obligations thereunder, or
(z) violate any law, provided, however, that (1) any portion of any such General
Intangible or other right shall cease to be excluded pursuant to this clause (ii) at the time and
to the extent that the grant of a security interest therein does not result in any of the
consequences specified above and (2) the limitation set forth in this clause (ii) above shall not
affect, limit, restrict or impair the grant by an Obligor of a security interest pursuant to this
Agreement in any such General Intangible or other right, to the extent that an otherwise applicable
prohibition or restriction on such grant is rendered ineffective by any applicable law, including
the New York UCC; (iii) Property (and proceeds thereof) owned by any Obligor on the date hereof or
hereafter acquired
that is subject to a Lien securing a purchase money obligation or Capital Lease Obligation
permitted to be incurred pursuant to this Agreement, for so long as the contract or other agreement
in which such Lien is granted (or the documentation providing for such purchase money obligation or
Capital Lease Obligation) validly prohibits the creation of any other Lien on such Property; (iv)
applications filed in the United States Patent and Trademark Office to register


 









 






trademarks or
service marks on the basis of any Obligor’s “intent to use” such trademarks or service marks unless
and until the filing of a “Statement of Use” or “Amendment to Allege Use” has been filed and
accepted, whereupon such applications shall be automatically subject to the Lien granted herein and
deemed included in the Collateral; (v) any property or assets to the extent that such grant of a
security interest is prohibited by any Applicable Law, or requires a consent not obtained of any
Governmental Authority pursuant to such Applicable Law; (vi) (A) more than 65% of the Capital Stock
of any Foreign Subsidiary that is a direct Subsidiary of Borrower or a Subsidiary of Borrower that
is not a Foreign Subsidiary (any such Foreign Subsidiary, a “First-Tier Foreign Subsidiary”) which
represent Voting Stock to the extent a greater percentage would result in adverse tax consequences
to the Borrower or (B) any Capital Stock of a Foreign Subsidiary that is not a First-Tier Foreign
Subsidiary; (vii) all tax, payroll, employee benefit, fiduciary and trust accounts; or (viii)
accounts receivable and any assets related thereto owned by a Receivables Subsidiary or which the
Company or its Subsidiaries have agreed to transfer to a Receivables Subsidiary (clauses (i)
through (viii) collectively, the “Excluded Collateral”). Furthermore, any assets or Property
constituting “Excluded Collateral” are expressly excluded from each term used in the definition of
Collateral (and any component definition thereof).




     Section 8.02 Lien on Deposit Accounts; Cash Collateral.



          (a) Domestic Deposit Accounts. To further secure the prompt payment and performance
of all Obligations, each Obligor hereby grants to Agent, for the benefit of Lender Group, a
continuing security interest in and Lien upon all amounts credited to any Deposit Account of each
Obligor, including any sums in any blocked or lockbox accounts or in any accounts into which such
sums are swept.




     Section 8.03 Real Estate Collateral.



          (a) Lien on Real Estate. The Obligations shall also be secured by Mortgages upon all
owned Real Estate owned by each Obligor, as listed on Schedule 5.01 hereto. The Mortgages shall be
duly recorded, at Borrower’ expense, in each office where such recording is required to constitute
a fully perfected Lien on the Real Estate covered thereby. If any Obligor acquires any owned Real
Estate hereafter, Borrower shall, promptly notify Agent of such acquisition and shall, within 45
days upon Agent’s request, execute, deliver and record a Mortgage sufficient to create a second
priority Lien (subject to Permitted Liens) in favor of Agent on such Real Estate, and shall
promptly deliver all Related Real Estate Documents.




          (b) Collateral Assignment of Leases. To further secure the prompt payment and performance of all Obligations, each Obligor
hereby grants a security interest and collaterally assigns to Agent, for the benefit of Lender
Group, all of such Obligor’s right, title and interest in, to and under all now or hereafter
existing leases of real Property to which such Obligor is a party, whether as lessor or lessee, and
all extensions, renewals, modifications and proceeds thereof; provided, however, the
foregoing provision shall exclude any Real Estate lease (i) in which such Obligor is expressly
prohibited from assigning or transferring its right, title and interest to such Real Estate lease
or (ii) in which such collateral assignment or grant of security interest would cause a breach or
default thereunder, a loss of rights by such Obligor therein or thereunder or an increase in the
obligations of such Obligor (other than an obligation to provide



 









 






notice or other ministerial acts);
provided, further that in the event consent is obtained for such assignment and/or
transfer, upon the granting of the consent, the Real Estate lease so excluded from this collateral
assignment shall, by virtue of this proviso (without any act or delivery by any Person), be then
subject to the collateral assignment set forth in this Section 8.03(b).




     Section 8.04 Other Collateral.



          (a) Commercial Tort Claims. Borrower shall promptly notify Agent in writing if any
Obligor obtains knowledge that it holds a Commercial Tort Claim (other than, as long as no Default
or Event of Default exists, a Commercial Tort Claim for less than $1,000,000) and shall promptly
take such actions as Agent requests (at the discretion of the Requisite Lenders) to confer upon
Agent (for the benefit of Lender Group) a duly perfected Lien (subject to Permitted Liens) upon
such claim.




          (b) Certain After-Acquired Collateral. Borrower shall promptly notify Agent in
writing if, after the Closing Date, any Obligor obtains any interest in any Collateral consisting
of Deposit Accounts, Chattel Paper, Documents, Instruments, Investment Property or Letter-of-Credit
Rights, and shall promptly take such actions as Agent requests (at the direction of the Requisite
Lenders) to effect Agent’s duly perfected, second priority (subject to Permitted Liens) Lien upon
such Collateral (which is not yet subject to a Lien in favor of Agent), including obtaining any
appropriate possession, control agreement or Lien Waiver (or by providing such possession to the
First Priority Representative, on behalf of Agent, as applicable). Borrower shall provide Agent,
on a quarterly basis, notification of any Intellectual Property or rights therein obtained since
the last day of the previous Fiscal Quarter, including the owner of such Intellectual Property and
a detailed description thereof. If any Collateral (other than (i) Property in transit among
locations of Obligors, (ii) Inventory out for processing, and (iii) Property out for repair or
refurbishment or Property in the possession of employees in the ordinary course of business, in
each case with respect to this clause (iii), valued at less then $500,000), is in the possession of
a third party, at Agent’s request (at the direction of the Requisite Lenders), Borrower shall use
commercially reasonable efforts to obtain an acknowledgment that such third party holds the
Collateral for the benefit of Agent.




     Section 8.05 No Assumption of Liability. The Lien on Collateral granted hereunder is
given as security only and shall not subject Agent or any Lender to, or in any way modify, any
obligation or liability of any Obligor relating to any Collateral.



     Section 8.06 Further Assurances. Promptly following written request, each Obligor
shall deliver such instruments, collateral assignments, or other documents or agreements, and shall
take such actions, as Agent requests (at the direction of the Requisite Lenders) to evidence or
perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Agreement.
Each Obligor authorizes Agent to file any financing statement that indicates the Collateral as “all
assets” or “all personal property” of each Obligor, or words to similar effect.



     Section 8.07 Foreign Subsidiary Stock. The Collateral shall include only 65% of the
Voting Stock of any First Tier Foreign Subsidiary and shall not include any Capital Stock of any
Foreign Subsidiary that is not a First-Tier Foreign Subsidiary.



 









 





ARTICLE 9

COLLATERAL ADMINISTRATION




     Section 9.01 Administration of Accounts.



          (a) Account Verification. Whether or not a Default or Event of Default exists, Agent
shall have the right at any time, in the name of Agent, any designee of Agent or any Obligor, to
verify the validity, amount or any other matter relating to any Accounts of Obligors by mail,
telephone or otherwise. Borrower and the Subsidiary Guarantors shall cooperate fully with Agent in
an effort to facilitate and promptly conclude any such verification process.




          (b) Maintenance of Dominion Account. Each Obligor shall maintain Dominion Accounts
pursuant to lockbox or other arrangements reasonably acceptable to Agent (or the First Priority
Representative, as applicable). Each Obligor shall obtain an agreement (in form and substance
reasonably satisfactory to Agent) from each lockbox servicer and Dominion Account bank,
establishing Agent’s control over and Lien in the lockbox or Dominion Account, requiring immediate
deposit of all remittances received in the lockbox to a Dominion Account, and waiving or
subordinating offset rights of such servicer or bank, except for customary administrative charges;
provided, however, that upon the occurrence of the First Priority Obligations Payment Date (as
defined in the First Lien Intercreditor Agreement), the agreements from each lockbox servicer and
Dominion Account bank, establishing the Collateral Agent’s control over and Lien in the lockbox or
Dominion
Account shall be amended and restated such that the lockboxes and Dominion Accounts are no
longer subject to a complete blockage and the Agent shall not sweep any proceeds in such lockbox or
Dominion Account unless an Event of Default shall have occurred and be continuing. The Obligors
may maintain a balance of no more than $500,000 at any time in its master disbursement account.
Agent and Lenders assume no responsibility to any Obligor for any lockbox arrangement or Dominion
Account, including any claim of accord and satisfaction or release with respect to any Payment
Items accepted by any bank.




          (c) Proceeds of Collateral. The Obligors shall request in writing and otherwise take
all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are
made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If Borrower or
Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in
trust for Agent and promptly (not later than the next Business Day) deposit same into a Dominion
Account. Notwithstanding anything to the contrary contained herein, the Obligors shall be entitled
to maintain amounts of cash and Temporary Cash Investments in petty cash (in an aggregate amount
for all such accounts not to exceed $500,000), trust, tax, employee benefit and payroll accounts
which are not Dominion Accounts.




     Section 9.02 Administration of Inventory.



          (a) Records and Reports of Inventory. Each Obligor shall keep accurate and complete
records of its Inventory, including costs and daily withdrawals and additions, and shall submit to
Agent inventory and reconciliation reports in form satisfactory to Agent, on such periodic basis as
Agent may request (in each case, at the direction of the Requisite Lenders). Each Obligor shall
conduct a physical inventory in time and manner consistent with such




 









 







Obligor’s past practices (and
on a more frequent basis if requested by Agent when an Event of Default exists) and periodic cycle
counts consistent with historical practices, and shall provide to Agent a report based on each such
inventory and count promptly upon completion thereof, together with such supporting information as
Agent may request. Agent may participate in and observe each physical count, provided, that so
long as no Event of Default is continuing, the Agent shall be reimbursed for its reasonable
charges, costs and expenses in connection with its participation in and observance of a physical
count only once per calendar year. During an Event of Default, all reasonable charges, costs and
expenses in connection with Agent and Lenders’ participations in and observances of physical counts
shall be reimbursed by Obligors without regard to the limits in the immediately preceding sentence.
Notwithstanding anything to the contrary contained in this Section 9.02(a), the Obligors’
obligations under this paragraph to prepare and deliver any reports, schedules or supporting
information may be satisfied by the prompt delivery by Borrower to Agent of the comparable
schedules delivered to the First Priority Representative, as applicable, pursuant to the Other
Credit Agreement, as applicable.




          (b) Acquisition, Sale and Maintenance. Each Obligor shall take all steps to assure that all Inventory is produced in accordance
with Applicable Law, including the FLSA, in each case except to the extent failure to comply with
any Applicable Law could not result in a Material Adverse Effect. No Obligor shall sell any
Inventory on consignment or approval or any other basis under which the customer may return or
require the Borrower to repurchase such Inventory, except in the ordinary course of business. Each
Obligor shall use, store and maintain all Inventory with reasonable care and caution, in accordance
with applicable standards of any insurance and in conformity in all material respects with all
Applicable Law and shall make current rent payments (within applicable grace periods provided for
in leases) at all location where any material portion of the Collateral is located.




     Section 9.03 Administration of Equipment.



          (a) Records and Schedules of Equipment. Each Obligor shall keep accurate and complete
records of its Equipment, including kind, quantity, cost, acquisitions and dispositions thereof,
and shall submit to Agent, on such periodic basis as Agent may request (at the direction of the
Requisite Lenders), a current schedule thereof, in form and containing such detail as is
satisfactory to Agent (at the direction of the Requisite Lenders). Promptly upon request of Agent
(at the direction of the Requisite Lenders), each Obligor shall deliver to Agent evidence of their
ownership or interests in any Equipment. Notwithstanding anything to the contrary contained in
this Section 9.03(a), the Grantors’ obligations under this paragraph to prepare and deliver any
reports, schedules or supporting information may be satisfied by the prompt delivery by Borrower to
Agent of the comparable schedules delivered to the First Priority Representative, as applicable,
pursuant to the Other Credit Agreement.




          (b) Condition of Equipment. The Equipment is in satisfactory operating condition and
repair, and all necessary replacements and repairs have been made so that the value and operating
efficiency of the Equipment is preserved at all times, reasonable wear, tear, casualty and
condemnation excepted. No Obligor shall permit any Equipment to become affixed to real Property
unless any landlord or mortgagee delivers a Lien Waiver.Section 9.04 Administration of Deposit
Accounts. Schedule 9.04 sets forth all Deposit Accounts maintained by the Obligors, including
all Dominion Accounts as of the Closing Date. Subject to Section 9.01(b), each




 









 







Obligor shall take
all actions necessary to establish Agent’s control of each such Deposit Account (other than an
account exclusively used for payroll, payroll taxes, taxes, or employee benefits, containing not
more that $10,000 at any time (subject to the limitations in Section 9.01(c)). Each Obligor shall
be the sole account holder of each Deposit Account and shall not allow any other Person (other than
Agent, First-Priority Collateral Agent and Third-Priority Collateral Agent) to have control over a
Deposit Account or any Property deposited therein. Each Obligor shall promptly notify Agent of any
opening or closing of a Deposit Account and, with the consent of Agent, will amend Schedule 9.04 to
reflect same.




     Section 9.05 General Provisions.



          (a) Location of Collateral. All tangible items of Collateral, other than Property (i)
in transit, (ii) Inventory out for processing, or (iii) out for repair, refurbishment, processing,
or in the possession of employees in the ordinary course of business and in each case with respect
to this clause (iii) valued at less than $500,000, shall at all times other than in the ordinary
course of business be kept by each Obligor at the business locations set forth in Schedule 9.05(a)
(as amended from time to time) except that the Obligors may (a) make sales or other dispositions of
Collateral in accordance with Section 4.06; and (b) (i) move Collateral to any location in the
United States, and (ii) move Collateral located in the United Kingdom or member state of the
European Union to another location in the United Kingdom, member state of the European Union or the
United States, in each case upon five Business Days prior written notice to Agent.




     Section 9.06 Insurance of Collateral; Condemnation Proceeds.



          (a) Each Obligor shall maintain insurance with respect to the Collateral, covering casualty,
hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with
insurers (with a Best Rating of at least A7, unless otherwise approved by Agent) satisfactory to
Agent. Lenders agree that the insurance maintained by each Obligor on the Closing Date satisfies
this Section 9.06. All proceeds under each policy shall be payable to Agent. From time to time
upon request, Borrower shall promptly following request, deliver to Agent the certified copies of
its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each
policy shall include satisfactory endorsements (i) showing Agent as loss payee; (ii) to the extent
available requiring 30 days prior written notice to Agent in the event of cancellation of the
policy for any reason whatsoever; and (iii) to the extent available specifying that the interest of
Agent shall not be impaired or invalidated by any act or neglect of any Obligor or the owner of the
Property, nor by the occupation of the premises for purposes more hazardous than are permitted by
the policy. If any Obligor fails to provide and pay for any insurance, Agent may, at its option
(at the direction of the Requisite Lenders), but shall not be required to, procure the insurance
and charge Borrower or such Obligor therefor. Each Obligor agrees to deliver to Agent, promptly as
rendered, copies of all reports made to insurance companies. While no Event of Default exists,
Borrower may settle, adjust or compromise any insurance claim, as long as the Net Available Cash is
delivered to Agent to the extent and as required by Section 2.11. If an Event of Default exists,
only Agent shall be authorized to settle, adjust and compromise such claims.




 









 








          (b) Any proceeds of insurance (other than proceeds from workers’ compensation or D&O insurance
or business interruption insurance) and any awards arising from condemnation of any Collateral that
constitute Net Available Cash shall be paid to Agent to the extent and required by Section 2.11.




          (c) Protection of Collateral. All expenses of protecting, storing, warehousing, insuring, handling, maintaining and
shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale
thereof), and all other payments required to be made by Agent to any Person to realize upon any
Collateral, shall be borne and paid by Borrower. Agent shall not be liable or responsible in any
way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable
care in its custody while Collateral is in Agent’s actual possession), for any diminution in the
value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other
Person whatsoever, but the same shall be at Borrower’s sole risk.




          (d) Defense of Title to Collateral. Each Obligor shall at all times defend its title
to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except
Permitted Liens and other claims or demands permitted to exist hereunder.




     Section 9.07 Power of Attorney. Each Obligor hereby irrevocably constitutes and
appoints Agent (and all Persons designated by Agent) as its true and lawful attorney (and
agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without
notice and in either its or such Obligor’s name, but at the cost and expense of such Obligor




     (a) Endorse an Obligor’s name on any Payment Item or other proceeds of Collateral
(including proceeds of insurance) that come into Agent’s possession or control in accordance
with the terms of the Loan Documents; and




     (b) During an Event of Default, (i) notify any Account Debtors of the assignment of
their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise,
and generally exercise any rights and remedies with respect to Accounts; (ii) settle,
adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any
legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any
Accounts and other Collateral upon such terms, for such amounts and at such times as Agent
selects; (iv) collect, liquidate and receive balances in Deposit Accounts or investment
accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and
sign an Obligor’s name to a proof of claim or other document in a bankruptcy of an Account
Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi)
receive, open and dispose of mail addressed to an Obligor, and notify postal authorities to
deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper,
Document, Instrument, bill of lading, or other document or agreement relating to any
Accounts, Inventory or other Collateral; (viii) use an Obligor’s stationery and sign its
name to verifications of Accounts and notices to Account Debtors; (ix) to the extent an
Obligor has rights sufficient to allow Agent to do so, use information contained in any data
processing, electronic or information systems relating to Collateral; (x) make and adjust
claims under insurance policies; (xi) take any action as may be necessary or appropriate to
obtain



 









 







payment under any letter of credit, banker’s acceptance or other instrument for which
a
Borrower is a beneficiary; and (xii) take all other actions as Agent selects to fulfill
any Obligor’s obligations under the Loan Documents.



     Section 9.08 Intercreditor Agreements. 



          (a) All rights and remedies of Agent hereunder, the Liens, the security interests and all
obligations of the Obligors hereunder are subject in all respects to the terms, provisions,
conditions and limitations of the Intercreditor Agreements and in the event of any conflict between
the terms of the Intercreditor Agreements and this Agreement, the terms of the applicable
Intercreditor Agreement shall govern and control.




          (b) So long as any of the Intercreditor Agreements is in full force and effect, the First
Priority Obligations Payment Date (as defined in the First Lien Intercreditor Agreement) has not
occurred, and the Obligors are in compliance with the applicable provisions thereof with respect to
such Collateral, the delivery of any Collateral or any certificates, titles, Instruments, Chattel
Paper or Documents evidencing or in connection with such Collateral to the First Lien Collateral
Agent under and in accordance with the Intercreditor Agreements and the First Priority Security
Documents or Second Priority Security Documents (each as defined in the First Lien Intercreditor
Agreement) shall constitute compliance by the Obligors with the provisions of this Agreement or
other Security Documents which require delivery or possession of certain types of Collateral to
Agent.




ARTICLE 10

BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS




     Section 10.01 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of Borrower, Subsidiary Guarantors, Agent, Lenders, and their respective successors
and assigns, except that (a) neither Borrower nor any other Obligor shall have the right to assign
its rights or delegate its obligations under any Loan Documents; and (b) any assignment by a Lender
must be made in compliance with Section 10.03. Agent may treat the Person which made any Term Loan
as the owner thereof for all purposes until such Person makes an assignment in accordance with
Section 10.03. Any authorization or consent of a Lender shall be conclusive and binding on any
subsequent transferee or assignee of such Lender.



     Section 10.02 Participations.



          (a) Permitted Participants; Effect. Any Lender may, in the ordinary course of its
business and in accordance with Applicable Law, at any time sell to a financial institution
(“Participant”) a participating interest in the rights and obligations of such Lender under any
Loan Documents. Despite any sale by a Lender of participating interests to a Participant, such
Lender’s obligations under the Loan
Documents shall remain unchanged, such Lender shall remain solely responsible to the other
parties hereto for performance of such obligations, such Lender shall remain the holder of its Term
Loans for all purposes, all amounts payable by Borrower shall be determined as if such Lender had
not sold such participating interests, and Borrower and Agent shall continue to deal solely and
directly with such Lender in connection




 









 







with the Loan Documents. Each Lender shall be solely
responsible for notifying its Participants of any matters under the Loan Documents, and Agent and
the other Lenders or Obligors shall not have any obligation or liability to any such Participant.
A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 2.13 unless Borrower agree otherwise in writing.




          (b) Voting Rights. Each Lender shall retain the sole right to approve, without the
consent of any Participant, any amendment, waiver or other modification of any Loan Documents other
than that which (i) forgives principal (other than mandatory prepayments), interest or fees (other
than wavier of default interest), (ii) reduces the stated interest rate or fees payable with
respect to any Term Loan in which such Participant has an interest (other than wavier of default
interest), (iii) postpones the Maturity Date or any date fixed for any regularly scheduled payment
of principal, interest or fees on such Term Loan, or (iv) releases any Borrower, Subsidiary
Guarantor or substantial portion of the Collateral (except as otherwise permitted herein).(c)
Benefit of Set-Off. The Obligors agree that each Participant shall have a right of set-off
in respect of its participating interest to the same extent as if such interest were owing directly
to a Lender, and each Lender shall also retain the right of set-off with respect to any
participating interests sold by it. By exercising any right of set-off, a Participant agrees to
share with Lenders all amounts received through its set-off, in accordance with Section 7.05 as if
such Participant were a Lender.




     Section 10.03 Assignments.



          (a) Permitted Assignments. A Lender may assign to an Eligible Assignee any of its
rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant,
and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan
Documents and, in the case of a partial assignment, is in an integral multiple of $500,000 and in a
minimum principal amount of $500,000; (b) except in the case of an assignment in whole of a
Lender’s rights and obligations, the aggregate amount of the Term Loans retained by the transferor
Lender is at least $1,000,000; and (c) the parties to each such assignment shall execute and
deliver to Agent, for its acceptance and recording, an Assignment and Acceptance substantially in
the form of Exhibit B. Nothing herein shall limit the right of a Lender to pledge or assign any
rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as
collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular
issued by such Federal Reserve Bank, or (ii) counterparties to swap agreements relating to any
Loans;
provided, however, that any payment by Borrower to the assigning Lender in respect of
any Obligations assigned as described in this sentence shall satisfy Borrower’s obligations
hereunder to the extent of such payment, and no such assignment shall release the assigning Lender
from its obligations hereunder.




          (b) Effect; Effective Date. Upon delivery to Agent of the Assignment and Acceptance
and a processing fee of $3,500 (unless otherwise agreed by Agent in its discretion), and acceptance
and recording thereof by Agent (which acceptance and recording shall occur promptly after such
delivery), the assignment shall become effective as specified in the notice, if it complies with
this Section 10.03. From such effective date, the Eligible Assignee shall for all purposes be a
Lender under the Loan Documents, and shall have all rights and obligations of a Lender thereunder
(provided that any liability of Borrower to such assignee under Section 2.14




 









 







shall be limited to
the amount, if any, that would have been payable thereunder by Borrowers in the absence of such
assignment, except to the extent any such amounts are attributable to a Change in Law occurring
after the date of such assignment). Upon consummation of an assignment, the transferor Lender,
Agent and Borrower shall make appropriate arrangements for issuance of replacement and/or new
Notes, as applicable. The transferee Lender shall execute and deliver an administrative
questionnaire and tax documents satisfactory to Agent.




ARTICLE 11

MISCELLANEOUS




     Section 11.01 Consents, Amendments and Waivers.



          (a) Amendment. No modification of any Loan Document, including any extension or
amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective
without the prior written agreement of Agent (with the consent of Requisite Lenders) and each
Obligor party to such Loan Document; provided, however, that





     (i) without the prior written consent of Agent, no modification shall be
effective with respect to any provision in a Loan Document that relates to any
rights, privileges, power, obligations, liabilities, duties or discretion of Agent;




     (ii) without the prior written consent of each affected Lender, no modification
shall be effective that would (i) increase the Term Loan Commitment of such Lender;
or (ii) reduce the amount of, or waive or delay payment of, any principal, interest
or fees payable to such Lender (other than waiver of default interest or waiver of
any Default or Event of Default); and




     (iii) without the prior written consent of all Lenders no modification shall be
effective that would (i) extend the Maturity Date; (ii) alter 11.01(a); (iii) amend
the definitions of Pro Rata Share or Requisite Lenders; (iv) release
Collateral with a book value greater than $10,000,000 during any calendar year,
except as Permitted by the Loan Documents; or (v) release any Obligor from liability
for any Obligations, if such Obligor is Solvent at the time of the release except as
permitted by the Loan Documents.



          (b) Technical Amendments. Notwithstanding anything to the contrary contained in
Section 11.01, if Agent and Borrower shall have jointly identified any error of a technical nature
in any provision of the Loan Documents, then Agent and Borrower shall be permitted to amend such
provision and such amendment shall become effective without any further action or consent of any
other party to any Loan Document if the same is not objected to in writing by the Requisite Lenders
within five Business Days following receipt of notice thereof.




     Section 11.02 Indemnity. EACH OBLIGOR, JOINTLY AND SEVERALLY, SHALL INDEMNIFY AND
HOLD HARMLESS THE INDEMNITEES AGAINST ANY AND ALL CLAIMS THAT MAY BE IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE,
ARISING OUT OF, IN ANY WAY CONNECTED WITH, OR AS A RESULT



 









 








OF (A) THE EXECUTION OR DELIVERY OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE
PERFORMANCE BY THE PARTIES THERETO OF THEIR RESPECTIVE OBLIGATIONS THEREUNDER OR THE CONSUMMATION
CONTEMPLATED THEREBY (INCLUDING THE SYNDICATION OF THE FACILITY), (B) THE USE OF PROCEEDS OF THE
TERM LOANS, (C) ANY CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE
FOREGOING, WHETHER OR NOT ANY INDEMNITEE IS A PARTY THERETO (AND REGARDLESS OF WHETHER SUCH MATTER
IS INITIATED BY A THIRD PARTY OR BY THE BORROWER, ANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE
AFFILIATES), OR (D) ANY RELEASE OR ACTUAL OR ALLEGED PRESENCE OF HAZARDOUS MATERIALS ON, AT OR
UNDER ANY PROPERTY CURRENTLY OR FORMERLY OWNED, LEASED OR OPERATED BY THE BORROWER OR ANY OF THE
SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR THE
SUBSIDIARIES. In no event shall any party to a Loan Document have any obligation thereunder to
indemnify or hold harmless an Indemnitee with respect to a Claim that is determined in a final,
non-appealable judgment by a court of competent jurisdiction to the extent resulting from the gross
negligence or willful misconduct of such Indemnitee. Obligors’ obligations under this Section
shall survive Full Payment of the Obligations, the termination of this Agreement and the
resignation or replacement of Agent. All amounts due under this Section shall be deemed part of
the Obligations and shall be secured by the Collateral.



     Section 11.03 Notices and Communications.



          (a) Notice Address. All notices and other communications by or to a party hereto
shall be in writing and shall be given to any Obligor, at Borrower’s address shown on Schedule
11.03(a) hereof, and to any other Person at its address shown on Schedule 11.03(a) hereof (or, in
the case of a Person who becomes a Lender after the Closing Date, at the address shown on its
Assignment and Acceptance), or at such other address as a party may hereafter specify by notice in
accordance with this Section 11.03. Each such notice or other communication shall be effective
only (a) if given by facsimile transmission, when transmitted to the applicable facsimile number,
if confirmation of receipt is received; (b) if given by mail, five Business Days after deposit in
the U.S. mail, with first-class postage pre-paid, addressed to the applicable address; or (c) if
given by personal delivery or overnight courier, when duly delivered to the notice address with
receipt acknowledged. Notwithstanding the foregoing, no notice to Agent pursuant to Section 2.10
or 2.11 shall be effective until actually received by the individual to whose attention at Agent
such notice is required to be sent. Any written notice or other communication that is not sent in
conformity with the foregoing provisions shall nevertheless be effective on the date actually
received by the noticed party. Any notice received by Borrower shall be deemed received by all
Obligors.




          (b)
Electronic Communications (i) Agent shall deliver to each Lender hereunder copies
of all notices, reports, documents, data and other communications (collectively
“Communications”) received from Borrower in connection with this Agreement and the other
Loan Documents. All notices and other communications from Agent to any Lender hereunder may be
delivered or furnished by electronic communication (including e-mail and Internet or intranet
websites) pursuant to procedures approved by Agent, provided that the foregoing shall




 









 







not apply to
notices to any Lender that has notified Agent that it is incapable of receiving notices under by
electronic communication. Agent may agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or communications.




               (ii) Obligors and Lenders understand 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 and agree and assume the risks associated with such electronic distribution,
except to the extent caused by the willful misconduct or gross negligence of the Agent or
Agent-Related Persons, as determined by a final, non-appealable judgment of a court of competent
jurisdiction.



               (iii) Lender agrees that electronic communications are provided “as is” and “as available”.
Neither Agent nor any Agent-Related Party warrant the accuracy, adequacy, or completeness of the
electronic communications or any Internet or intranet platform on which they may be provided, and
each expressly disclaims liability for errors or omissions in any such platform and the electronic
communications. No warranty of any kind, express, implied or statutory, including any warranty of
merchantability, fitness for a particular purpose, non-infringement of third party rights or
freedom from viruses or other code defects is made by the Agent in connection with any such
platform or the electronic communications.



               (iv) Each Obligor and each Lender agrees that Agent may, but shall not be obligated to, store
any electronic communications on Internet or intranet platform in accordance with Agent’s customary
document retention procedures and policies; provided, that any such storage shall be subject to the
terms and conditions of this Agreement.



          (c) Non-Conforming Communications. Agent and Lenders may rely upon any notices
purportedly given by or on behalf of any Obligor even if such notices were not made in a manner
specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by
the recipient, varied from a later confirmation. Each Obligor shall indemnify and hold harmless
each Indemnitee from any liabilities, losses, costs and expenses arising from any telephonic
communication purportedly given by or on behalf of an Obligor.




     Section 11.04 Performance of Obligor’s Obligations. Agent may (but shall not be
obligated to), at any time and from time to time, at Obligors’ expense and at the discretion of the
Requisite Lenders, with, unless an Event of Default is continuing, five days prior notice to
Borrower, pay any amount or do any act required of the Obligors under any Loan Documents or
otherwise lawfully requested by Agent to (a) enforce any Loan Documents or collect any Obligations;
(b) protect, insure, maintain or realize upon any Collateral; or (c) defend or maintain the
validity or priority of Agent’s Liens in any Collateral, including any payment of a judgment,
insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any
discharge of a Lien. All payments, costs and expenses (including Extraordinary Expenses) of Agent
under this Section shall be reimbursed to Agent by the Obligors, promptly following demand, with
interest from the date incurred to the date of payment thereof at the Default Rate. Any payment
made or action taken by Agent under this Section shall be without prejudice to any



 









 







right to assert
an Event of Default or to exercise any other rights or remedies under the Loan Documents.



     Section 11.05 Credit Inquiries. Each Obligors hereby authorizes Agent and Lenders
(but they shall have no obligation) to respond to usual and customary credit inquiries from third
parties concerning Borrower or Subsidiaries.



     Section 11.06 Severability. Wherever possible, each provision of the Loan Documents
shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found
to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity
and the remaining provisions of the Loan Documents shall remain in full force and effect.



     Section 11.07 Cumulative Effect; Conflict of Terms. The provisions of the Loan
Documents are cumulative. The parties acknowledge that the Loan Documents may use several
limitations, tests or measurements to regulate similar matters, and they agree that these are
cumulative and that each must be performed as provided.
Except as otherwise provided in another Loan Document (by specific reference to the applicable
provision of this Agreement), if any provision contained herein is in direct conflict with any
provision in another Loan Document, the provision herein shall govern and control.



     Section 11.08 Counterparts. Any Loan Document may be executed in counterparts, each
of which shall constitute an original, but all of which when taken together shall constitute a
single contract. This Loan Agreement shall become effective when Agent has received counterparts
bearing the signatures of all parties hereto. Delivery of a signature page of any Loan Document by
telecopy or other customary electronic means (e.g. “pdf”) shall be effective as delivery of a
manually executed counterpart of such agreement.



     Section 11.09 Entire Agreement. Time is of the essence of the Loan Documents. The
Loan Documents constitute the entire contract among the parties relating to the subject matter
hereof, and supersede any and all previous agreements and understandings, oral or written, relating
to the subject matter hereof.



     Section 11.10 Relationship with Lenders. The obligations of each Lender hereunder are
several, and no Lender shall be responsible for the obligations or Term Loan Commitments of any
other Lender. Amounts payable hereunder to each Lender shall be a separate and independent debt.
It shall not be necessary for Agent or any other Lender to be joined as an additional party in any
proceeding for such purposes. Nothing in this Agreement and no action of Agent or Lenders pursuant
to the Loan Documents shall be deemed to constitute Agent and Lenders to be a partnership,
association, joint venture or any other kind of entity, nor to constitute control of any Obligor.



     Section 11.11 No Advisory or Fiduciary Responsibility. In connection with all aspects
of each transaction contemplated by any Loan Document, Obligors acknowledge and agree that (a)(i)
this credit facility and any related arranging or other services by Agent, any Lender, any of their
Affiliates or any arranger are arm’s-length commercial transactions between Obligors and such
Person; (ii) Obligors have consulted their own legal, accounting, regulatory and tax



 









 







advisors to
the extent they have deemed appropriate; and (iii) Obligors are capable of evaluating and
understanding, and do understand and accept, the terms, risks and conditions of the transactions
contemplated by the Loan Documents; (b) each of Agent, Lenders, their Affiliates and any arranger
is and has been acting solely as a principal in connection with this credit facility, is not the
financial advisor, agent or fiduciary for Obligors, any of theirs Affiliates or any other Person,
and has no obligation with respect to the transactions contemplated by the Loan Documents except as
expressly set forth therein; and (c) Agent, Lenders, their Affiliates and any arranger may be
engaged in a broad range of transactions that involve interests that differ from the Obligors and
their Affiliates, and have no obligation to disclose any of such interests to the Obligors or their
Affiliates. To the fullest extent permitted by Applicable Law, each Obligor hereby waives and
releases any claims that it may have against Agent, Lenders, their Affiliates and any arranger with
respect to any breach or alleged breach of
agency or fiduciary duty in connection with any aspect of any transaction contemplated by a
Loan Document.



     Section 11.12 Confidentiality. Each of Agent and Lenders agrees to maintain the
confidentiality of all Information (as defined below) with the same degree of care that it uses to
protect its confidential information, except that Information may be disclosed (a) to its
Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees,
agents, advisors, attorneys, and representatives (provided such Persons are informed of the
confidential nature of the Information and instructed to keep such Information confidential)
involved in the transaction; (b) to the extent requested by any governmental, regulatory or
self-regulatory authority purporting to have jurisdiction over it or its Affiliates; (c) to the
extent required by Applicable Law or by any subpoena or similar legal process; (d) to any other
party hereto; (e) in connection with any action or proceeding, or other exercise of rights or
remedies, relating to any Loan Documents or Obligations; (f) subject to an agreement containing
provisions substantially the same as this Section, to any transferee; (g) with the consent of
Borrower; or (h) to the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) is available to Agent, any Lender or any of their
Affiliates on a nonconfidential basis from a source other than Borrower. Notwithstanding the
foregoing, Agent and Lenders may publish or disseminate general information describing this credit
facility, including the names and addresses of the Obligors and a general description of the
Obligors’ businesses, and may use the Obligors’ logos, trademarks, product photographs or name in
advertising materials. As used herein, “Information” means all information received from an
Obligor or Subsidiary relating to it or its business or to the Collateral that is identified as
“Confidential” when delivered. Any Person required to maintain the confidentiality of Information
pursuant to this Section shall be deemed to have complied if it exercises the same degree of care
to maintain the confidentiality of such Information that it accords its own confidential
information. Each of Agent and Lenders acknowledges that (i) Information may include material
non-public information concerning an Obligor or Subsidiary; (ii) it has developed compliance
procedures regarding the use of material non-public information; and (iii) it will handle such
material non-public information in accordance with Applicable Law, including federal and state
securities laws. This Section 11.12 shall survive Full Payment of the Obligations.



     Section 11.13 GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, UNLESS
OTHERWISE SPECIFIED, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
TO ANY CONFLICT OF LAW PRINCIPLES.



 









 








     Section 11.14 [Reserved].



     Section 11.15 Consent to Forum.



          (a)  Each of the parties hereto hereby irrevocably and unconditionally submits to the
exclusive jurisdiction of any New York State court or federal court of the United States of America
sitting in New York City, and any appellate court from any thereof (collectively, “New York
Courts”), in any action or proceeding arising out of or relating to this Agreement or the other
Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent permitted by law,
in such federal court. Each of the parties hereto agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right
that any party may otherwise have to bring any action or proceeding relating to this Agreement or
any of the other Loan Documents in the courts of any jurisdiction, except that each of the Obligors
agrees that (i) it will not bring any such action or proceeding in any court other than New York
Courts (it being acknowledged and agreed by the parties hereto that any other forum would be
inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected
by any such action or proceeding have contacts with the State of New York more than any other
jurisdiction), and (ii) in any such action or proceeding brought against any Obligor in any other
court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative
relief, except to the extent that the failure to assert the same will preclude such Obligor from
asserting or seeking the same in the New York Courts.




          (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or the other Loan Documents in any New York Court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.




     Section 11.16 Waivers by Obligors. To the fullest extent permitted by Applicable Law,
each Obligor waives (a) the right to trial by jury (which Agent and each Lender hereby also waives)
in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or
Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment,
maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts,
documents, instruments, chattel paper and guaranties at any time held by Agent on which any Obligor
may in any way be liable, and hereby ratifies anything Agent may do in this regard; (c) notice
prior to taking possession or control of any Collateral (except as required under the Loan
Documents); (d) any bond or security that might be required by a court prior to allowing Agent to
exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws;
(f) any claim against Agent or any Lender, on any theory of liability, for special, indirect,
consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way
relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto;
and (g) notice of acceptance hereof. Each Obligor acknowledges that the foregoing waivers are a
material inducement to Agent and Lenders entering into this



 









 







Agreement and that Agent and Lenders
are relying upon the foregoing in their dealings with the Obligors. Each Obligor has reviewed the
foregoing waivers with its legal counsel and has knowingly and voluntarily waived
its jury trial and other rights following consultation with legal counsel. In the event of
litigation, this Agreement may be filed as a written consent to a trial by the court.



     Section 11.17 Patriot Act Notice. Agent and Lenders hereby notify the Obligors that
pursuant to the requirements of the Patriot Act, Agent and Lenders are required to obtain, verify
and record information that identifies the Obligors, including their legal names, addresses, tax ID
numbers and other information that will allow Agent and Lenders to identify it in accordance with
the Patriot Act. Agent and Lenders will also require information regarding each personal
guarantor, if any, and may require information regarding Borrower’s management and owners, such as
legal name, address, social security number and date of birth.



ARTICLE 12

SUBSIDIARY GUARANTIES




     Section 12.01 Guaranties. Each Subsidiary Guarantor hereby unconditionally and
irrevocably guarantees, jointly and severally, to each Lender and to the Agent and its successors
and assigns the full and punctual payment and performance of the Obligations (all the foregoing
being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor
further agrees that, to the extent permitted by Applicable Law, the Guaranteed Obligations may be
extended or renewed, in whole or in part, without notice or further assent from such Subsidiary
Guarantor and that such Subsidiary Guarantor will remain bound under this Article 12
notwithstanding any extension or renewal of any Obligation.



     To the extent permitted by Applicable Law, each Subsidiary Guarantor waives presentation to,
demand of, payment from and protest to Borrower of any of the Guaranteed Obligations and also
waives notice of protest for nonpayment. To the extent permitted by Applicable Law, each
Subsidiary Guarantor waives notice of any default under the Term Loans or the Guaranteed
Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1)
the failure of any Lender or the Agent to assert any claim or demand or to enforce any right or
remedy against Borrower or any other Person (including any Subsidiary Guarantor) under this
Agreement, the Term Loans or any other agreement or otherwise; (2) any extension or renewal of any
thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of
this Agreement, the Notes or any other agreement; (4) the release of any security held by any
Lender or the Agent for the Guaranteed Obligations or any of them; (5) the failure of any Lender or
the Agent to exercise any right or remedy against any other guarantor of the Guaranteed
Obligations; or (6) except as set forth in Section 4.18, any change in the ownership of such
Subsidiary Guarantor.



     Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a
guarantee of payment, performance and compliance when due (and not a guarantee of collection) and
to the extent permitted by Applicable Law, waives any right to require that any resort be had by
any Lender or the Agent to any security held for payment of the Guaranteed Obligations.



 









 





     Except as expressly set forth in Sections 12.02 and 12.06, the obligations of each Subsidiary
Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination
for any reason, including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever
or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or
otherwise (other than payment in full). Without limiting the generality of the foregoing, the
obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise
affected by the failure of any Lender or the Agent to assert any claim or demand or to enforce any
remedy under this Agreement, the Term Loans or any other agreement, by any waiver or modification
of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or delay to do any other act or thing which
may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would
otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity.



     Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be
effective or be reinstated, as the case may be and to the extent of, if at any time payment, or any
part thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by any Lender
or the Agent upon the bankruptcy or reorganization of Borrower or otherwise.



     In furtherance of the foregoing and not in limitation of any other right which any Lender or
the Agent has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the
failure of Borrower to pay the principal of or interest on any Obligation when and as the same
shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform
or comply with any other Obligation, each Subsidiary Guarantor hereby promises to and shall, upon
receipt of written demand by the Agent, forthwith pay, or cause to be paid, in cash, to the Lenders
and/or the Agent an amount equal to the sum of (A) the unpaid amount of such Guaranteed
Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent
not prohibited by law) and (C) all other monetary Guaranteed Obligations of Borrower to the Lenders
and the Agent.



     Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Lenders and the
Agent, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated
as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty
herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in
respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration
of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed
Obligations (whether or not due and payable) shall forthwith become due and payable by such
Subsidiary Guarantor for the purposes of this Article.



     Section 12.02 Limitation on Liability. Any term or provision of this Agreement to the
contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed
hereunder by any Subsidiary Guarantor shall not exceed the maximum amount that can be hereby
guaranteed without rendering this Agreement, as it relates to such Subsidiary Guarantor, voidable
under applicable
law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.



 









 





     Section 12.03 Successors and Assigns. This Article 12 shall be binding upon each
Subsidiary Guarantor and its successors and assigns and shall enure to the benefit of the
successors and assigns of the Agent and the Lenders and, in the event of any transfer or assignment
of rights by any Lender or the Agent, the rights and privileges conferred upon that party in this
Agreement, the other Loan Documents and in the Term Loans shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions of this Agreement.



     Section 12.04 No Waiver. Neither a failure nor a delay on the part of either the
Agent or the Lenders in exercising any right, power or privilege under this Article 12 shall
operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise of any right, power or privilege. The rights, remedies and benefits of the Agent
and the Lenders herein expressly specified are cumulative and not exclusive of any other rights,
remedies or benefits which either may have under this Article 12 at law, in equity, by statute or
otherwise.



     Section 12.05 Modification. No modification, amendment or waiver of any provision of
this Article 12, nor the consent to any departure by any Subsidiary Guarantor therefrom, shall in
any event be effective unless the same shall be in writing and signed by the Agent, and then such
waiver or consent shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on any Subsidiary Guarantor in any case shall entitle such
Subsidiary Guarantor to any other or further notice or demand in the same, similar or other
circumstances.



     Section 12.06 Release of Subsidiary Guarantor. A Subsidiary Guarantor will be
released from its obligations under this Article 12 (other than any obligation that may have arisen
under Section 12.07)




     (1) upon the sale (including any sale pursuant to any exercise of remedies by a
holder of Indebtedness of Borrower or of such Subsidiary Guarantor) or other
disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,




     (2) upon the sale or disposition of all or substantially all the assets of such
Subsidiary Guarantor,




     (3) upon the designation of such Subsidiary Guarantor as an Unrestricted
Subsidiary in accordance with the terms of this Agreement,




     (4) at such time as such Subsidiary Guarantor does not have any Indebtedness
outstanding that would have required such Subsidiary Guarantor to
enter into a Guaranty Agreement pursuant to Section 4.12 of Borrower
provides an Officers’ Certificate to Agent certifying that no such Indebtedness is
outstanding and that Borrower elects to have such Subsidiary Guarantor released from
this Article 12; or




     (5) upon the Full Payment of the Obligations;



 









 




provided, however, that in the case of clauses (1) and (2) above, (i) such sale or
other disposition is made to a Person other than Borrower or a Subsidiary of Borrower, (ii) such
sale or disposition is otherwise permitted by this Agreement and (iii) Borrower provides an
Officers’ Certificate to the Agent to the effect that Borrower will comply with its obligations
under Section 4.06. At the request of Borrower, the Agent shall execute and deliver an appropriate
instrument evidencing such release.




     Section 12.07 Contribution. Each Subsidiary Guarantor that makes a payment under its
Subsidiary Guaranty shall be entitled upon payment in full of all Guaranteed Obligations under this
Agreement to a contribution from each other Subsidiary Guarantor in an amount equal to such other
Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all
the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP.



 









 






     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date
first written above.




	 	 	 	 	 
	 	BORROWER:
 	 
	 
	 	COMMERCIAL VEHICLE GROUP, INC.

 	 
	 	By:  	/s/ Chad M. Utrup
 	 
	 	Name:  	Chad M. Utrup 	 
	 	Title:  	Chief Financial Officer 	 
	 
	 	SUBSIDIARY GUARANTORS:
 	 
	 
	 	NATIONAL SEATING COMPANY
 	 
	 	CVG CS LLC
 	 
	 	MONONA CORPORATION
 	 
	 	MONONA WIRE CORPORATION
 	 
	 	MONONA (MEXICO) HOLDINGS LLC
 	 
	 	TRIM SYSTEMS, INC.
 	 
	 	TRIM SYSTEMS OPERATING CORP.
 	 
	 	CABARRUS PLASTICS, INC.
 	 
	 	CVG OREGON, LLC
 	 
	 	CVS HOLDINGS, INC.
 	 
	 	SPRAGUE DEVICES, INC.
 	 
	 	MAYFLOWER VEHICLE SYSTEMS, LLC
 	 
	 	CVG MANAGEMENT CORPORATION
 	 
	 	CVG EUROPEAN HOLDINGS, LLC
 	 




					
	 	CVG LOGISTICS, LLC

 	 
	 	By:  	/s/ Chad M. Utrup
 	 
	 	Name:  	Chad M. Utrup 	 
	 	Title:  	Chief Financial Officer 	 



[Loan and Security Agreement — Second Lien]




 









 







	 	 	 	 	 
	 	AGENT:

 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH

 	 
	 	By:  	/s/ Karim Blasetti
 	 
	 	Name:  	Karim Blasetti	 
	 	Title:  	Vice President 	 
	 
	 	By:  	/s/ Mikhail Faybusovich
 	 
	 	Name:  	Mikhail Faybusovich	 
	 	Title:  	Vice President 	 





[Loan and Security Agreement — Second Lien]




 









 






	 	 	 	 	 
	 	LENDER:

 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH

 	 
	 	By:  	/s/ Mikhail Faybusovich
 	 
	 	Name:  	Mikhail Faybusovich	 
	 	Title:  	Vice President 	 
	 
	 	By:  	/s/ Karim Blasetti
 	 
	 	Name:  	Karim Blasetti	 
	 	Title:  	Vice President 	 



[Loan and Security Agreement — Second Lien]





 









 








Schedule 2.01 Term Loan Commitment




	 	 	 	 	 	 	 	 	 
	Lender	 	Term Loan Commitment	 	Pro Rata Share
	Credit Suisse
	 	$	16,800,000.00	 	 	 	100	%








 











 





EXHIBIT A



THIS NOTE BEARS ORIGINAL ISSUE DISCOUNT. UPON WRITTEN REQUEST TO THE CHIEF FINANCIAL OFFICER,
COMMERCIAL VEHICLE GROUP, INC., 7800 WALTON PARKWAY, NEW ALBANY, OH 43054, INFORMATION REGARDING
THE AMOUNT OF ORIGINAL DISCOUNT, ISSUE DATE AND YIELD TO MATURITY WILL BE MADE AVAILABLE.




FORM OF NOTE




	 	 	 	 	 
	$[               ]

	 	 	 	[               ], 20___






     FOR VALUE RECEIVED, the undersigned, COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation
(“Borrower”), hereby unconditionally promises to pay to the order of                                                              (“Holder”), at
the office of Agent (as defined below) at One Madison Avenue, New York, NY 10010 or at such other
place as the Holder of this Note may from time to time designate in writing, in lawful money of the
United States of America and in immediately available funds, the principal sum of                                         
Dollars ($                                        ) or such lesser principal amount as may then be outstanding from time to time
under the Credit Agreement (as defined below).



     This Note is one of the Notes referred to in, was issued pursuant to, and evidences
indebtedness of Borrower incurred under, that certain Loan and Security Agreement, dated as of
August 4, 2009, by and among Borrower, Credit Suisse (“Agent”), and each of the Lenders party
thereto from time to time (as the same may be amended, restated, supplemented or otherwise modified
and in effect from time to time, the “Credit Agreement”), to which reference is hereby made for a
statement of the rights and obligations of Holder and the duties and obligations of Borrower.
Capitalized terms used herein but not otherwise specifically defined shall have the meanings
ascribed to such terms in the Credit Agreement.



     Principal of and interest on this Note from time to time outstanding shall be due and payable
as provided in the Credit Agreement.



     This Note, among other things, contains provisions for the acceleration of the maturity hereof
upon the happening of certain events, for optional and mandatory prepayment of the principal hereof
prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit
Agreement, all upon the terms and conditions therein specified. This Note is entitled to the
benefit of the Credit Agreement and is guaranteed and secured as provided therein and in the other
Loan Documents referred to therein.



     In case an Event of Default shall occur and be continuing, the principal of and accrued
interest on this Note may become or be declared to be due and payable in the manner and with the
effect provided in the Credit Agreement.



 









 





     Time is of the essence of this Note. The Borrower and all guarantors of this Note hereby
severally waive (to the extent permitted by Applicable Law) demand, presentment for payment,
protest, notice of protest, notice of intention to accelerate the maturity of this Note, diligence
in collecting, the bringing of any suit against any party, and any notice of or defense on account
of any extensions, renewals, partial payments, or changes in any manner of or in this Note or in
any of its terms, provisions and covenants, or any releases or substitutions of any security, or
any delay, indulgence or other act of any trustee or any holder hereof, whether before or after
maturity. Subject to the terms, conditions and provisions set forth in the Credit Agreement, the
Borrower agrees to pay, and to save the holder of this Note harmless against, any liability for the
payment of all costs and expenses (including without limitation reasonable attorneys’ fees) if this
Note is collected by or through an attorney-at-law.



     THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES. Whenever
possible each provision of this Note shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Note shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of
this Note. Whenever in this Note reference is made to Agent, Lenders or Borrower, such reference
shall be deemed to include, as applicable, a reference to their respective permitted successors and
assigns and in the case of each Lender, any financial institution to which it has sold or assigned
all or any part of its interest in the Term Loans or in its commitment to make the Term Loans as
permitted by the Credit Agreement. The provisions of this Note shall be binding upon and shall
inure to the benefit of such permitted successors and assigns. Borrower’s successors and assigns
shall include, without limitation, a receiver, trustee or debtor in possession of or for Borrower.




 









 








     IN WITNESS WHEREOF, the Borrower has executed this Note as of the date and year first written
above.



	 	 	 	 	 
	 	COMMERCIAL VEHICLE GROUP, INC.,

a Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




 












 





EXHIBIT B




FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT




          This Assignment and Acceptance Agreement (the “Assignment”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment as if set forth herein in full.




          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by Administrative Agent as contemplated below, the interest in and to all
of the Assignor’s rights and obligations under the Credit Agreement and any other documents or
instruments delivered pursuant thereto that represents the amount and percentage interest
identified below of all of the Assignor’s outstanding rights and obligations under the respective
facilities identified below (including, to the extent included in any such facilities, letters of
credit and swingline loans) (the “Assigned Interest”). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment, without
representation or warranty by the Assignor.




	 	 	 	 	 	 
	1.

	 	Assignor:	 	 	 
	 

	 	 	 	 	 
	 
	 	 	 	 	 
	2.

	 	Assignee:	 	 	 
	 

	 	 	 	 	 
	 
	 	 	 	 	 
	3.

	 	Borrower(s):	 	 	 
	 

	 	 	 	 	 






	 	 	 	 	 
	4.

	 	Administrative Agent:
	 	Credit Suisse, as Administrative Agent
under the Credit Agreement
	 
	 	 	 	 
	5.

	 	Credit Agreement
	 	That certain $16,800,000 Loan and Security
Agreement dated as of August 4, 2009 among
Commercial Vehicle Group, Inc., a Delaware
corporation, the Subsidiary Guarantors
party thereto from time to time, the
Lenders party thereto from time to time,
and Credit Suisse, in its capacity as agent
for the Lenders.






1









 






6. Assigned Interest:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate	 	 	 	 	 	 	 
	 	 	Amount of	 	 	Amount of	 	 	Percentage	 
	 	 	Commitment/Loans	 	 	Commitment/Loans	 	 	Assigned of	 
	Facility Assigned	 	for all Lenders	 	 	Assigned	 	 	Commitment/Loans1	 
	Term Loan
	 	$	                                        	 	 	$	                                        	 	 	 	                                        	%





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




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



	 	 	 	 	 
	 	ASSIGNOR

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ASSIGNEE

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Consented to and
Accepted:


CREDIT SUISSE,

acting through its Cayman Islands Branch,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	Set forth, to at least 9 decimals, as a percentage of
the Commitment/Loans of all Lenders thereunder.




2









 










ANNEX 1




COMMERCIAL VEHICLE GROUP, INC.

$16,800,000 CREDIT AGREEMENT




STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT




          1. Representations and Warranties.




          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with any Loan Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or
any other instrument or document delivered pursuant thereto, other than this Assignment (herein
collectively the “Loan Documents”), or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.




          1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and to
consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the
extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 4.02 thereof, as applicable, and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and to purchase the Assigned Interest on the basis of which it has made such
analysis and decision, and (v) if it is a non-US Lender, attached to the Assignment is any
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without
reliance on Administrative Agent, the Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.




3









 








          2. Payments. From and after the Effective Date, Administrative Agent shall make all
payments in respect of the Assigned Interest (including payments of principal, interest, fees and
other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date
and to the Assignee for amounts which have accrued from and after the Effective Date.




          3. General Provisions. This Assignment shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns. This Assignment may be
executed in any number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as
delivery of a manually executed counterpart of this Assignment.




          THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLE.




4









 








EXHIBIT C




FORM OF JOINDER





     This JOINDER (this “Joinder”), dated as of                                          between               
                                              , a
                                         (the “New Guarantor”), a direct or indirect Subsidiary of Commercial Vehicle Group,
Inc. (or its successor), a Delaware corporation (“Borrower”), and Credit Suisse, as administrative
agent and collateral agent (in such capacity, “Agent”).



WITNESSETH:




     WHEREAS, Borrower, the Subsidiaries listed on the signature pages thereto, the Lenders party
thereto from time to time (“Lenders”) and Agent entered into that certain Loan and Security
Agreement, dated as of August 4, 2009 (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”); and



     WHEREAS, Section 4.12 of the Credit Agreement requires each domestic Restricted Subsidiary
that Guarantees any Indebtedness of Borrower or any other Restricted Subsidiary and each Foreign
Subsidiary that enters into a Guarantee of any Senior Indebtedness (other than a Foreign Subsidiary
that Guarantees Senior Indebtedness Incurred by another Foreign Subsidiary) to execute and deliver
to Agent for the benefit of the Lender Group a joinder to the Credit Agreement, pursuant to which
the New Guarantor shall Guarantee and secure the payment of the Term Loans and the other
Obligations on the terms and conditions set forth in Articles 8 and 12 of the Credit Agreement;



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantor covenants and agrees
for the equal and ratable benefit of Lenders as follows:


(1) CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Credit Agreement.



(2) AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees, jointly and severally with all other
Subsidiary Guarantors, to unconditionally Guarantee the payment of the Term Loans and the other
Obligations on the terms and subject to the conditions set forth in Article 12 of the Credit
Agreement and to be bound by all other provisions of the Credit Agreement applicable to Subsidiary
Guarantors.



(3) AGREEMENT TO GRANT A SECURITY INTEREST. To secure the prompt payment and performance of all
Obligations, the New Guarantor hereby grants to Agent for the benefit of the Lender Group, a
continuing security interest in and Lien upon all of the New Guarantor’s right, title and interest
in and to the Collateral of the New Guarantor as described in Section 8.01 of the Credit Agreement
on the terms and subject to the conditions set forth in Article 8 of the Credit Agreement and
agrees to be bound by all other provisions of the Credit Agreement applicable to Subsidiary
Guarantors.




 









 







(4) EFFECT OF JOINDER; JOINDER PART OF CREDIT AGREEMENT. Except as expressly provided in and
supplemented by this Joinder, the Credit Agreement shall remain in full force and effect, without
modification or amendment. This Joinder shall form a part of the Credit Agreement for all purposes,
and each reference to a “Subsidiary Guarantor” in the Credit Agreement shall be deemed to include
the New Guarantor. This Joinder shall be binding upon, and shall inure to the benefit of, the
successors and assigns of each of the parties hereto and the Lenders.



(5) EFFECTIVENESS. This Joinder shall be effective upon execution by the parties hereto.



(6) NEW YORK LAW TO GOVERN. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW.



(7) COUNTERPARTS. This Joinder may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. Delivery of a
signature page of this Joinder by telecopy or other electronic means shall be effective as delivery
of a manually executed counterpart of thereof.



(8) EFFECT ON HEADINGS. The Section headings herein are for convenience only and shall not affect
the construction hereof.




[Remainder of page intentionally left blank]




 









 





     IN WITNESS WHEREOF, the New Guarantor and Agent have executed this Joinder as of the date
first written above.



	 	 	 	 	 
	 	[NEW GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 












 





DISCLOSURE SCHEDULES

TO




SECOND LIEN LOAN AND SECURITY AGREEMENT




INDEX




	 	 	 
	Schedule 2.01

	 	Term Loan Commitment
	Schedule 2.03

	 	Borrower’s Wire Instructions
	Schedule 2.09

	 	Agent’s Wire Instructions
	Schedule 3.01(d)

	 	Names and Capital Structure
	Schedule 3.01(i)

	 	Brokerage Commissions
	Schedule 3.01(j)

	 	Patents, Trademarks, Copyrights and Licenses
	Schedule 3.01(m)

	 	Environmental Matters
	Schedule 3.01(n)

	 	Restrictive Agreements
	Schedule 3.01(o)

	 	Litigation
	Schedule 3.01(q)

	 	Pension Plans
	Schedule 3.01(s)

	 	Labor Contracts
	Schedule 4.20

	 	Post-Closing Matters
	Schedule 5.01

	 	Real Estate
	Schedule 8.01

	 	Commercial Tort Claims
	Schedule 9.04

	 	Deposit Accounts
	Schedule 9.05(a)

	 	Business Locations
	Schedule 11.03(a)

	 	Notice Addresses






 









 





SCHEDULE 2.01




TERM LOAN COMMITMENT




	 	 	 	 	 
	Lender	 	Term Loan Commitment	 	Pro Rata Share
	Credit Suisse
	 	$16,800,000.00 	 	100% 






 









 





SCHEDULE 2.03




BORROWER’S WIRE INSTRUCTIONS




US Bank

ABA 123000848

A/C Name: Commercial Vehicle Group, Inc.

A/C Number: 1539-1001-2779

Reference: CVG — 2nd Lien Funding




- 2 -









 





SCHEDULE 2.09




AGENT’S WIRE INSTRUCTIONS




Bank of New York

ABA 021000018

A/C Name: CS Agency Cayman

A/C Number: 8900492627




- 3 -









 







SCHEDULE 3.01(d)




NAMES AND CAPITAL STRUCTURE





	1.	 	The corporate names, jurisdictions of incorporation, authorized and issued Capital Stock and
record holders of such Capital Stock for Borrower and each of its Subsidiaries are as follows:





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number and	 	 
	 	 	 	 	 	 	Class of Issued	 	 
	 	 	 	 	Number and	 	and	 	 
	 	 	 	 	Class of	 	Outstanding	 	Holder of Equity Interest
	 	 	Jurisdiction of	 	Authorized	 	Equity	 	and Number of
	Obligor	 	Organization	 	Equity Interests	 	Interests	 	Shares/Units Helds
	Commercial 

Vehicle
Group, Inc.

	 	Delaware
	 	Common Stock:

30,000,000 shares


Preferred Stock:

5,000,000 shares
	 	Common Stock:
21,536,814 shares

(as of 9/30/08)
	 	The Common Stock of
Commercial Vehicle
Group, Inc. is listed on
the NASDAQ under the
ticker symbol “CVGI”.
As such, Commercial
Vehicle Group, Inc. is
required to make
periodic disclosures in
filings with the
Securities and Exchange
Commission regarding
ownership of its Common
Stock.
	 
	 	 	 	 	 	 	 	 
	National Seating 

Company

	 	Delaware
	 	Common Stock:
2,000,000 shares


Series A Preferred
Stock: 100,000
shares


“Blank Check”
Preferred Stock:
2,700,000 shares
	 	Common Stock:
1,705,888.803
shares
	 	Commercial Vehicle
Group, Inc. —
1,705,838.803 shares of
Common Stock


Joseph Hess — 10 shares
of Common Stock


Jo Ann Hess — 10 shares
of Common Stock


Linda Williams — 30
shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	CVG CS LLC

	 	Delaware
	 	n/a
	 	n/a
	 	National Seating Company
— 100% of the Membership
Interests
	 
	 	 	 	 	 	 	 	 
	MONONA CORPORATION

	 	Delaware
	 	Common Stock — 100
shares
	 	Common Stock — 100
shares
	 	Commercial Vehicle
Group, Inc. — 100 shares
of Common Stock
	 
	 	 	 	 	 	 	 	 
	Monona Wire 

Corporation

	 	Iowa
	 	Class A Common
Stock — 1 share
	 	Class A Common
Stock — 1 share
	 	MONONA CORPORATION — 

1
share of Class A Common
Stock
	 
	 	 	 	 	 	 	 	 
	Monona (Mexico) 

Holdings LLC

	 	Illinois
	 	n/a
	 	n/a
	 	Monona Wire Corporation
— 100% of the Membership
Interests






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number and	 	 
	 	 	 	 	 	 	Class of Issued	 	 
	 	 	 	 	Number and	 	and	 	 
	 	 	 	 	Class of	 	Outstanding	 	Holder of Equity Interest
	 	 	Jurisdiction of	 	Authorized	 	Equity	 	and Number of
	Obligor	 	Organization	 	Equity Interests	 	Interests	 	Shares/Units Helds
	Trim Systems, Inc.

	 	Delaware
	 	Class A-1 Common
Stock: 400,000
shares


Class A-2 Common
Stock: 150,000
shares


Class B Common
Stock: 450,000
shares


Class C Common
Stock: 100,000
shares
	 	Class A-1 Common
Stock: 1,000 shares
	 	Commercial Vehicle
Group, Inc. — 1,000
shares of Class A-1
Common Stock
	 
	 	 	 	 	 	 	 	 
	Trim Systems
Operating Corp.

	 	Delaware
	 	Common Stock: 1,000

shares
	 	Common Stock: 1,000

shares
	 	Trim Systems, Inc. —
1,000 shares of Common
Stock
	 
	 	 	 	 	 	 	 	 
	CABARRUS PLASTICS,
INC.

	 	North Carolina
	 	Common Stock:

100,000 shares
	 	Common Stock: 1,000

shares
	 	Trim Systems, Inc. —
1,000 shares of Common
Stock
	 
	 	 	 	 	 	 	 	 
	CVG Oregon, LLC

	 	Delaware
	 	n/a
	 	n/a
	 	Trim Systems Operating
Corp. — 100% of the
Membership Interests
	 
	 	 	 	 	 	 	 	 
	CVS Holdings, Inc.

	 	Delaware
	 	Common Stock:

125,000 shares
	 	Common Stock:

124,908 shares
	 	Commercial Vehicle
Group, Inc. — 124,908
shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	Sprague Devices, Inc.

	 	Delaware
	 	Common Stock —

1,000 shares
	 	Common Stock—

1,000 shares
	 	CVS Holdings, Inc.—
1,000 shares of Common
Stock
	 
	 	 	 	 	 	 	 	 
	Mayflower Vehicle 

Systems, LLC

	 	Delaware
	 	n/a
	 	n/a
	 	Commercial Vehicle
Group, Inc. — 100% of
the Membership Interests
	 
	 	 	 	 	 	 	 	 
	CVG Management 

Corporation

	 	Delaware
	 	Common Stock — 100
shares
	 	Common Stock — 100
shares
	 	Commercial Vehicle
Group, Inc. — 100 shares
of Common Stock
	 
	 	 	 	 	 	 	 	 
	CVG European 

Holdings, LLC

	 	Delaware
	 	n/a
	 	n/a
	 	Commercial Vehicle
Group, Inc. — 100% of
the Membership Interests
	 
	 	 	 	 	 	 	 	 
	CVG Logistics, LLC

	 	Delaware
	 	n/a
	 	n/a
	 	Commercial Vehicle
Group, Inc. — 100% of
the Membership Interests






- 2 -









 






	2.	 	All agreements binding on holders of Capital Stock of Borrower and each of its Subsidiaries
with respect to such interests are as follows:






	 	(a)	 	Registration Agreement by and among Bostrom Holding, Inc. and certain of its
stockholders, dated as of October 5, 2000.
	 
	 	(b)	 	Change in Control & Non-Competition Agreement by and between Commercial Vehicle
Group, Inc., its subsidiaries, successors and assigns and Mervin Dunn, dated as of
April 5, 2006.
	 
	 	(c)	 	Change in Control & Non-Competition Agreement by and between Commercial Vehicle
Group, Inc., its subsidiaries, successors and assigns and Gerald L. Armstrong, dated as
of April 5, 2006.
	 
	 	(d)	 	Change in Control & Non-Competition Agreement by and between Commercial Vehicle
Group, Inc., its subsidiaries, successors and assigns and Chad M. Utrup, dated as of
April 5, 2006.
	 
	 	(e)	 	Change in Control & Non-Competition Agreement by and between Commercial Vehicle
Group, Inc., its subsidiaries, successors and assigns and James F. Williams, dated as
of April 5, 2006.
	 
	 	(f)	 	Change in Control & Non-Competition Agreement by and between Commercial Vehicle
Group, Inc., its subsidiaries, successors and assigns and William Gordon Boyd, dated as
of May 22, 2007.
	 
	 	(g)	 	Change in Control & Non-Competition Agreement by and between Commercial Vehicle
Group, Inc., its subsidiaries, successors and assigns and Kevin L. Frailey, dated as of
May 22, 2007.






	3.	 	All outstanding purchase options, warrants, subscription rights, agreements to issue or sell,
or convertible interests relating to Capital Stock of Borrower and each of its Subsidiaries
are as follows:






	 	(a)	 	Options and other rights relating to the equity of Commercial Vehicle Group,
Inc. granted under the Bostrom Holding, Inc. 2004 Stock Option Plan, adopted May 20,
2004.
	 
	 	(b)	 	Commercial Vehicle Group, Inc. Second Amended and Restated Equity Incentive
Plan, adopted May 22, 2007.
	 
	 	(c)	 	Certificate of Incorporation of National Seating Company.
	 
	 	(d)	 	Commercial Vehicle Group, Inc. Third Amended and Restated Equity Incentive
Plan, adopted May 14, 2009.
	 
	 	(e)	 	Stockholder Rights Plan, adopted May 21, 2009.





- 3 -









 






	4.	 	Within the five years preceding the Closing Date, Borrower and each of its Subsidiaries have
consummated the following transactions:






	 	(a)	 	On December 4, 2007, CVG CS LLC acquired substantially all of the assets of
Short Bark Industries, LLC.
	 
	 	(b)	 	On October 31, 2007, CVG Oregon LLC acquired the heavy-gauge thermoforming and
injection molding assets of the Fabrication Division of Gage Industries, Inc.
	 
	 	(c)	 	On February 7, 2005, CVG Acquisition LLC (Mayflower Vehicle Systems, LLC)
acquired substantially all of the assets of Mayflower Vehicle Systems, Inc.
	 
	 	(d)	 	On September 15, 2004, Trim Systems, L.L.C. and Tempress, Inc. merged up and
into Trim Systems Operating Corp. with Trim Systems Operating Corp. as the surviving
entity.
	 
	 	(e)	 	On August 2, 2004, Trim Merger Co., a wholly-owned subsidiary of Commercial
Vehicle Group, Inc., merged into Trim Systems, Inc. with Trim Systems, Inc. as the
surviving entity.





- 4 -









 





SCHEDULE 3.01(i)




BROKERAGE COMMISSIONS




Fees in
connection with consummating the transactions in connection with the
Credit Agreement and the Third Lien Note Documents.




- 5 -









 







SCHEDULE 3.01(j)




PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES





	1.	 	Inbound licenses:





	 	 	 	 	 	 	 
	Licensor	 	Description of License	 	Term of License	 	Royalties Payable
	VEC Technology, LLC

	 	Limited, exclusive,
non-transferable,
royalty free, right
and license to use
the VEC IP solely in
connection with the
production of parts
or components for
heavy duty trucks
	 	Continuously until
written termination
sent to Licensor,
unless the VEC Cell
Sales Agreement is
terminated
	 	None







	2.	 	Copyrights:





	 	 	 	 	 	 	 
	 	 	Registration	 	Registration	 	 
	Title	 	Number	 	Date	 	Owner
	TRIM SYSTEMS NEW CONCEPT INTERIOR STYLE A

	 	TXu1143606
	 	09/25/2002
	 	Trim Systems Operating Corp.
	 
	 	 	 	 	 	 
	TRIM SYSTEMS NEW CONCEPT INTERIOR STYLE B

	 	TXu1143605
	 	09/25/2002
	 	Trim Systems Operating Corp.
	 
	 	 	 	 	 	 
	TRIM SYSTEMS REFRESH INTERIOR STYLE B

	 	TXu1143604
	 	09/25/2002
	 	Trim Systems Operating Corp.
	 
	 	 	 	 	 	 
	TRIM SYSTEMS REFRESH INTERIOR STYLE A

	 	TXu1143603
	 	09/25/2002
	 	Trim Systems Operating Corp.







	3.	 	Patents:





COMMERCIAL VEHICLE SYSTEMS, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	BALL JOINT STRUCTURE
	 	USA	 	4552480
	 	 	 	06/626236
	 	EXPIRED	 	Commercial Vehicle
	 
	 	 	 	11/12/1985	 	 	 	06/29/1984	 	 	 	Systems, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ROTATABLE MIRROR
	 	USA	 	5566029
	 	 	 	07/792460
	 	EXPIRED	 	Commercial Vehicle
	ASSEMBLY
	 	 	 	10/15/1996	 	 	 	11/15/1991	 	 	 	Systems, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	MAGNETIC SPRING
	 	Australia	 	2001247783
	 	 	 	2001247783
	 	ABANDONED	 	Commercial Vehicle
	ALIGNMENT AND
	 	 	 	10/15/2001	 	 	 	03/22/2001	 	 	 	Systems, Inc.
	HANDLING SYSTEM
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	BRAKE FAILURE
	 	Australia	 	2001236719
	 	 	 	2001236719
	 	ABANDONED	 	Commercial Vehicle
	DETECTION METHOD
	 	 	 	08/20/2001	 	 	 	02/07/2001	 	 	 	Systems, Inc.
	AND APPARATUS
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SYNCHRONIZATION
	 	Australia	 	200023986
	 	 	 	200023986
	 	ABANDONED	 	Commercial Vehicle
	SYSTEM FOR MOTORS
	 	 	 	07/31/2000	 	 	 	12/29/1999	 	 	 	Systems, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SYNCHRONIZATION
	 	Canada	 	2358317
	 	 	 	2358317
	 	IN FORCE	 	Commercial Vehicle
	SYSTEM FOR MOTORS
	 	 	 	09/23/2008	 	 	 	12/29/1999	 	 	 	Systems, Inc.






- 6 -









 





CVG MANAGEMENT CORPORATION




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	HOLDER

	 	USA
	 	 	 	US20080296332

12/04/2008
	 	11/757073

06/01/2007
	 	PENDING
	 	Commercial Vehicle
Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SYSTEM AND METHOD 

OF FORMING A 

PROTECTIVE COVERING 

FOR A WIRE HARNESS

	 	USA
	 	 	 	 	 	12/055070

03/25/2008
	 	PENDING
	 	CVG Management

Corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE SEATING 

SYSTEM WITH 

PIVOTING STOP 

MECHANISM AND 

METHOD

	 	USA
	 	 	 	 	 	12/235842

09/23/2008
	 	PENDING
	 	CVG Management

Corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE SEAT

	 	USA
	 	 	 	 	 	29/324/908

09/23/2008
	 	 PENDING
	 	CVG Management

Corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ADJUSTABLE SLIDING 

ARMREST

	 	USA
	 	 	 	 	 	61/177,938

05/13/2009
	 	 PENDING
	 	CVG Management

Corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	THERMALLY AND 

ACOUSTICALLY 

INSULATIVE VEHICLE 

FLOORING SYSTEM

	 	USA
	 	 	 	 	 	61/177,941

05/13/2009
	 	 PENDING
	 	CVG Management

Corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE SEAT SYSTEM

	 	USA
	 	7510240

03/31/2009
	 	 	 	11/263,763

10/31/2005
	 	 IN FORCE
	 	CVG Management

Corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE SEAT SYSTEM

	 	USA
	 	 	 	 	 	12/411,079

03/25/2009
	 	 PENDING
	 	CVG Management

Corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	MOVABLE ARMREST

	 	USA
	 	US20080093
908

04/24/2008
	 	 	 	11/551,067

10/19/2006
	 	 TO BE ABANDONED
	 	CVG Management

Corporation






 NATIONAL SEATING COMPANY




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	TRUCK SEAT HEIGHT 

POSITIONING SYSTEM

	 	USA
	 	 	 	 	 	20030038221

02/27/2003
	 	10/156854

05/30/2002
	 	ABANDONED
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE SEATING 

SYSTEM WITH 

IMPROVED VIBRATION 

ISOLATION

	 	USA
	 	 	7152839

12/26/2006	 	 	 	 	11/079699

03/14/2005
	 	IN FORCE
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE SEATING 

SYSTEM WITH 

IMPROVED VIBRATION 

ISOLATION

	 	USA
	 	 	6866236

03/15/2005	 	 	 	 	10/369357

02/18/2003
	 	IN FORCE
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SPRING BIASED 

ROTARY AIR VALVE

	 	USA
	 	 	5983940

11/16/1999	 	 	 	 	09/159036

09/23/1998
	 	IN FORCE
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BASE ASSEMBLY FOR 

USE WITH A 

SUSPENSION SYSTEM 

OF A VEHICLE SEAT

	 	USA
	 	 	5542638

08/06/1996	 	 	 	 	08/259475

06/14/1994
	 	IN FORCE
	 	National Seating

Company






- 7 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	SYSTEM AND METHOD 

FOR REMOTELY 

MONITORING MOVEMENT 

OF INDIVIDUALS

	 	USA
	 	 	6696957

02/24/2004	 	 	 	 	10/156254

05/28/2002
	 	IN FORCE
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FRAME ASSEMBLY FOR 

A VEHICLE SEAT

	 	USA
	 	 	5501509

03/26/1996	 	 	 	 	08/235429

04/29/1994
	 	EXPIRED
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PNEUMATIC SPRING 

FOR A VEHICLE SEAT

	 	USA
	 	 	5234203

08/10/1993	 	 	 	 	07/793602

11/18/1991
	 	EXPIRED
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SPRING SEAT AND AIR 

PUMP

	 	USA
	 	 	4954051

09/04/1990	 	 	 	 	07/282515

01/12/1989
	 	EXPIRED
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AIR SPRING SEAT AND 

AIR PUMP

	 	USA
	 	 	4809944

03/07/1989	 	 	 	 	07/103934

10/02/1987
	 	EXPIRED
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE SEATING 

SYSTEM WITH 

IMPROVED VIBRATION 

ISOLATION

	 	Canada
	 	 	2,515,781	 	 	2515781

09/02/2004
	 	2515781

02/19/2003
	 	ISSUED
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE SEATING 

SYSTEM WITH 

IMPROVED VIBRATION 

ISOLATION

	 	China
	 	ZL20038010
981

04/29/2009
	 	1751203

03/22/2006
	 	801009811

02/19/2003
	 	IN FORCE
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE SEATING 

SYSTEM WITH 

IMPROVED VIBRATION 

ISOLATION

	 	EPO
	 	 	1597510

10/31/2007	 	 	 	 	716067

02/19/2003
	 	IN FORCE
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE SEATING 

SYSTEM WITH 

IMPROVED VIBRATION 

ISOLATION

	 	Mexico
	 	 	 	 	 	 	 	PA/a/2005/0087
23

02/19/2003
	 	PENDING
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SPRING BIASED 

ROTARY AIR VALVE

	 	Canada
	 	 	2250644

07/25/2006	 	 	 	 	2250644

10/14/1998
	 	IN FORCE
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SPRING BIASED 

ROTARY AIR VALVE

	 	Germany
	 	 	69824809

08/18/2005	 	 	 	 	69824809

10/16/1998
	 	IN FORCE
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SPRING BIASED 

ROTARY AIR VALVE

	 	EPO
	 	 	913606

6/30/2004	 	 	 	 	08203484.5
10/16/1998
	 	IN FORCE
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SPRING BIASED 

ROTARY AIR VALVE

	 	Mexico
	 	 	211458

11/19/2002	 	 	 	 	088703

10/20/1998
	 	IN FORCE
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SPRING BIASED 

ROTARY AIR VALVE

	 	UK
	 	 	0913606

06/30/2004	 	 	 	 	0203484.5
10/16/1998
	 	IN FORCE
	 	National Seating

Company






SPRAGUE DEVICES, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	WINDSHIELD WIPER 

ASSEMBLY WITH 

TUBULAR FRAME 

MEMBER

	 	USA
	 	 	7389562

06/24/2008	 	 	20040244134

12/09/2004
	 	10/771894

02/04/2004
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FLUID AND AIR 

NOZZLE AND METHOD 

FOR CLEANING 

VEHICLE LENSES

	 	USA
	 	 	6554210

04/29/2003	 	 	 	 	09/804681

03/12/2001
	 	IN FORCE
	 	Sprague Devices,
Inc.






- 8 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	MAGNETIC SPRING 

ALIGNMENT AND 

HANDLING SYSTEM

	 	USA
	 	 	6378187

04/30/2003	 	 	 	 	09/540005

03/30/2000
	 	ABANDONED
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TRACTION ENHANCING 

DEPLOYMENT SYSTEM

	 	USA
	 	 	6206299

03/27/2001	 	 	 	 	09/293276

04/16/1999
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FLUID AND AIR 

NOZZLE FOR 

HEADLIGHT CLEANING

	 	USA
	 	 	6199773

03/13/2001	 	 	 	 	09/451257

11/29/1999
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMMINENT ICING 

CONDITION 

ENUNCIATOR

	 	USA
	 	 	6166657

12/26/2000	 	 	 	 	09/110769

07/06/1998
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SYNCHRONIZATION 

SYSTEM FOR MOTORS

	 	USA
	 	 	6147466

11/14/2000	 	 	 	 	09/223114

12/30/1998
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE LIGHTING 

CONTROL SYSTEM

	 	USA
	 	 	6456195

09/24/2002	 	 	 	 	09/141652

08/28/1998
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IMMINENT ICING 

CONDITION 

ENUNCIATOR

	 	USA
	 	 	5796344

08/18/1998	 	 	 	 	08/596451

02/02/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AIR-LIQUID SYSTEM 

FOR CLEANING 

VEHICLE HEADLIGHT 

LENS AND SIMILAR 

SURFACES

	 	USA
	 	 	5657929

08/19/1997	 	 	 	 	08/583343

01/05/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DEVICE FOR 

SWITCHING CONTROL 

OF VEHICLE 

ACCESSORIES BETWEEN 

VEHICLE CONTROL 

STATIONS

	 	USA
	 	 	5637927

06/10/1997	 	 	 	 	08/628272

04/05/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WINDSHIELD WIPER 

ASSEMBLY WITH ARM 

HEAD RETAINING 

MEANS

	 	USA
	 	 	5634235

06/03/1997	 	 	 	 	08/685449

07/19/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WINDSHIELD WASHER 

CONTROL SYSTEM

	 	USA
	 	 	5551232

09/03/1996	 	 	 	 	08/347969

12/01/1994
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ELECTRONICALLY 

CONTROLLED FLUID 

POWERED MOTOR

	 	USA
	 	 	5427012

06/27/1995	 	 	 	 	08/201788

02/25/1994
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DIRECTION CONTROL 

MEANS FOR VEHICLE 

CLIMATE CONTROL 

MEANS

	 	USA
	 	 	5281049

01/25/1994	 	 	 	 	07/868471

04/14/1992
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HEATER AND AIR 

CONDITIONING 

CONTROL SYSTEM

	 	USA
	 	 	4880031

11/14/1989	 	 	 	 	07/186918

04/27/1988
	 	EXPIRED
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RECIPROCATING 

PISTON FLUID 

POWERED MOTOR

	 	USA
	 	 	4708053

11/24/1987	 	 	 	 	06/797506

11/13/1985
	 	EXPIRED
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RECIPROCATING 

PISTON FLUID 

POWERED MOTOR

	 	USA
	 	 	4632013

12/30/1986	 	 	 	 	06/623080

06/21/1984
	 	EXPIRED
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ELECTRONICALLY 

CONTROLLED FLUID 

POWERED MOTOR

	 	Canada
	 	 	2143408

11/30/2004	 	 	 	 	2143408

02/24/1995
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ELECTRONICALLY 

CONTROLLED FLUID 

POWERED MOTOR

	 	Canada
	 	 	2164030

02/13/2007	 	 	 	 	2164030

11/29/1995
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ELECTRONICALLY 

CONTROLLED FLUID 

POWERED MOTOR

	 	UK
	 	 	2286859

10/08/1997	 	 	 	 	19953559

02/22/1995
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ELECTRONICALLY 

CONTROLLED FLUID 

POWERED MOTOR

	 	UK
	 	 	2295536

08/05/1998	 	 	 	 	199524521

11/30/1995
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ELECTRONICALLY 

CONTROLLED FLUID 

POWERED MOTOR

	 	Mexico
	 	 	951086

02/09/2007	 	 	 	 	19951086

02/23/1995
	 	IN FORCE
	 	Sprague Devices,
Inc.






- 9 -









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	ELECTRONICALLY 

CONTROLLED FLUID 

POWERED MOTOR

	 	Mexico
	 	 	193187

08/30/1999	 	 	 	 	955012

11/30/1995
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FLUID AND AIR 

NOZZLE FOR 

HEADLIGHT CLEANING

	 	Austria
	 	 	 	 	 	AT404292 (T)

8/15/2008
	 	941322

06/08/2000
	 	PENDING
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FLUID AND AIR 

NOZZLE FOR 

HEADLIGHT CLEANING

	 	Canada
	 	 	 	 	 	2374300

12/21/2000
	 	2374300

06/08/2000
	 	ABANDONED
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FLUID AND AIR 

NOZZLE FOR 

HEADLIGHT CLEANING

	 	Germany
	 	 	60039872

09/25/2008	 	 	 	 	60039872

06/08/2000
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FLUID AND AIR 

NOZZLE FOR 

HEADLIGHT CLEANING

	 	EPO
	 	 	1377383

08/08/2007	 	 	 	 	709828

03/12/2002
	 	ABANDONED
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FLUID AND AIR 

NOZZLE FOR 

HEADLIGHT CLEANING

	 	EPO
	 	 	1187682

08/12/2008	 	 	 	 	941322

06/08/2000
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FLUID AND AIR 

NOZZLE FOR 

HEADLIGHT CLEANING

	 	UK
	 	 	1187682

08/12/2008	 	 	 	 	941322

06/08/2000
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FLUID AND AIR 

NOZZLE FOR 

HEADLIGHT CLEANING

	 	Japan
	 	 	532511

11/05/2003	 	 	 	 	502988

06/08/2000
	 	ABANDONED
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FLUID AND AIR 

NOZZLE FOR 

HEADLIGHT CLEANING

	 	Mexico
	 	PA012599

07/14/2003
	 	 	 	PA012599

12/06/2001
	 	ABANDONED
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WINDSHIELD WIPER 

ASSEMBLY WITH 

TUBULAR FRAME 

MEMBER

	 	Canada
	 	 	 	 	 	2515071

08/19/2004
	 	2515071

02/04/2004
	 	PENDING
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WINDSHIELD WIPER 

ASSEMBLY WITH 

TUBULAR FRAME 

MEMBER

	 	EPO
	 	 	 	 	 	1597119

11/23/2005
	 	708144

02/04/2004
	 	ABANDONED
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WINDSHIELD WIPER 

ASSEMBLY WITH 

TUBULAR FRAME 

MEMBER

	 	Mexico
	 	 	252626	 	 	 	 	PA/a/2005/008
279

02/04/2004
	 	ISSUED
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DEVICE FOR 

SWITCHING CONTROL 

OF VEHICLE 

ACCESSORIES BETWEEN 


VEHICLE CONTROL 

STATIONS

	 	Canada
	 	 	2180861

10/02/2001	 	 	 	 	2180861

07/09/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DEVICE FOR 

SWITCHING CONTROL 

OF VEHICLE 

ACCESSORIES BETWEEN
VEHICLE CONTROL 

STATIONS

	 	UK
	 	 	2311875

02/10/1999	 	 	 	 	199616124

08/01/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DEVICE FOR 

SWITCHING CONTROL 

OF VEHICLE 

ACCESSORIES BETWEEN
VEHICLE CONTROL 

STATIONS

	 	UK
	 	 	2318429

02/10/1999	 	 	 	 	199725176

08/01/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DEVICE FOR 

SWITCHING CONTROL 

OF VEHICLE 

ACCESSORIES BETWEEN 


VEHICLE CONTROL 

STATIONS

	 	Mexico
	 	 	197436

7/11/2000	 	 	 	 	971415

02/25/1997
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AIR-LIQUID SYSTEM 

FOR CLEANING 

VEHICLE HEADLIGHT 

LENS AND SIMILAR 

SURFACES

	 	Canada
	 	 	2227199

04/11/2006	 	 	 	 	2227199

07/29/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AIR-LIQUID SYSTEM 

FOR CLEANING 

VEHICLE HEADLIGHT 

LENS AND SIMILAR 

SURFACES

	 	Denmark
	 	 	848650

02/09/2004	 	 	 	 	1996926185

07/29/1996
	 	ABANDONED
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AIR-LIQUID SYSTEM 

FOR CLEANING 

VEHICLE HEADLIGHT 

LENS AND SIMILAR 

SURFACES

	 	Spain
	 	 	2205050

05/01/2004	 	 	 	 	1996916185

07/29/1996
	 	ABANDONED
	 	Sprague Devices,
Inc.






- 10 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	AIR-LIQUID SYSTEM 

FOR CLEANING 

VEHICLE HEADLIGHT 

LENS AND SIMILAR 

SURFACES

	 	Mexico
	 	 	208101

06/13/2002	 	 	 	 	1998766

01/27/1998
	 	IN FORCE
	 	Sprague Devices,
Inc.







	4.	 	Trademarks:





COMMERCIAL VEHICLE GROUP, INC.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application	 	 	 	 	 	 
	 	 	 	 	Ser. No. /	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Filing Date	 	Registration Date	 	Status	 	Record Owner
	USA

	 	GSX-3000
	 	77/573007

09/18/2008
	 	 	 	PENDING
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 		 	77/351408

12/13/2007
	 	3563355

01/20/2009
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	MOTO MIRROR
	 	75/274146

04/14/1997
	 	2171097

07/07/1998
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	COMFORTEK
	 	77/733,983

05/11/2009
	 	 	 	PENDING
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	MOTO MIRROR PLUS


	 	75/225022

01/13/1997
	 	2185420

09/01/1998
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	CVG COMMERCIAL VEHICLE GROUP


	 	78/380087

03/08/2004
	 	3108626

06/27/2006
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	International 

Register

	 	CVG COMMERCIAL VEHICLE
Group


	 	868556

08/09/2004
	 	868556

08/09/2004
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Mexico

	 	CVG Commercial Vehicle Group & Design
	 	676042

09/08/2004
	 	885997

06/16/2005
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Mexico

	 	CVG Commercial Vehicle Group & Design
	 	676040

09/08/2004
	 	885480

06/14/2005
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Mexico

	 	CVG Commercial Vehicle Group & Design
	 	676041

09/08/2004
	 	1069667

10/30/2008
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.






- 11 -









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application	 	 	 	 	 	 
	 	 	 	 	Ser. No. /	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Filing Date	 	Registration Date	 	Status	 	Record Owner
	Mexico

	 	CVG Commercial Vehicle Group & Design
	 	676043

09/08/2004
	 	885809

06/15/2005
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Australia

	 	CVG Commercial Vehicle Group & Design
	 	868556

03/08/2004
	 	868556

09/08/2004
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Benelux

	 	CVG Commercial Vehicle Group & Design
	 	868556

09/08/2004
	 	868556

09/08/2004
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	China

	 	CVG Commercial Vehicle Group & Design
	 	868556

09/08/2004
	 	868556

09/08/2004
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Germany

	 	CVG Commercial Vehicle Group & Design
	 	868556

09/08/2004
	 	868556

09/08/2004
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Japan

	 	CVG Commercial Vehicle Group & Design
	 	868556

09/08/2004
	 	868556

09/08/2004
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Poland

	 	CVG Commercial Vehicle Group & Design
	 	868556

09/08/2004
	 	868556

09/08/2004
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Sweden

	 	CVG Commercial Vehicle Group & Design
	 	868556

09/08/2004
	 	868556

09/08/2004
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	UK

	 	CVG Commercial Vehicle Group & Design
	 	868556

09/08/2004
	 	868556

06/21/2004
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Australia

	 	MOTO MIRROR
	 	1243977

06/02/2008
	 	 	 	PENDING
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Canada

	 	MOTO MIRROR
	 	1386479

03/07/2008
	 	 	 	PENDING
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Mexico

	 	MOTO MIRROR
	 	938920

06/05/2008
	 	 	 	PENDING
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Australia

	 		 	731907

04/09/1997
	 	731907

04/09/1997
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Canada

	 	Moto Mirror & Design
	 	0841627

04/30/1997
	 	496171

06/16/1998
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Mexico

	 	Moto Mirror & Design
	 	291918

04/10/1997
	 	614348

06/21/1999
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Sweden

	 	Moto Mirror & Design
	 	199703525

04/10/1997
	 	333447

10/15/1999
	 	REGISTERED
	 	Commercial Vehicle Group, Inc.






- 12 -









 





MAYFLOWER VEHICLE SYSTEMS, LLC




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application Ser.	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	No./ Filing Date	 	Registration Date	 	Status	 	Record Owner
	USA

	 	MAYFLOWER
	 	78/114104

03/11/2002
	 	2797473

12/23/2003
	 	REGISTERED
	 	CVG Acquisition,

LLC/Mayflower

Vehicle Systems,

LLC
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	MAYFLOWER DESIGN

     
	 	78/159133

08/29/2002
	 	2781928

11/11/2003
	 	REGISTERED
	 	CVG Acquisition,

LLC/Mayflower

Vehicle Systems,

LLC






MONONA WIRE CORPORATION




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application	 	 	 	 	 	 
	 	 	 	 	Ser. No./	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Filing Date	 	Registration Date	 	Status	 	Record Owner
	USA

	 	MWC

    
	 	76/170439

11/22/2000
	 	2644034

10/29/2002
	 	REGISTERED
	 	Monona Wire Corporation






NATIONAL SEATING COMPANY




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application	 	 	 	 	 	 
	 	 	 	 	Ser. No./	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Filing Date	 	Registration Date	 	Status	 	Record Owner
	USA

	 	EASY-AIRE
	 	77/767410

06/24/2009
	 	 	 	PENDING
	 	National Seating Company
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	CUSH-N-AIRE
	 	73/510052

11/23/1984
	 	1340589

06/11/1985
	 	REGISTERED
	 	National Seating Company
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	CHUGGER SNUBBER
	 	72/379153

12/21/1970
	 	0933827

05/16/1972
	 	REGISTERED
	 	National Seating Company






- 13 -









 





SPRAGUE DEVICES, INC.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application	 	 	 	 	 	 
	 	 	 	 	Ser. No./ Filing	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Date	 	Registration Date	 	Status	 	Record Owner
	USA

	 	AIR PUSH


	 	71/499442

04/01/1946
	 	0442654

05/10/1949
	 	REGISTERED
	 	Sprague Devices, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	AIR-PUSH
	 	72/315270

12/26/1968
	 	0876384

09/09/1969
	 	REGISTERED
	 	Sprague Devices, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	SPRAGUE DEVICES
	 	74/165295

05/10/1991
	 	1727180

10/27/1992
	 	REGISTERED
	 	Sprague Devices, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	M3 CLUTCH
	 	74/528750

05/24/1994
	 	1911257

08/15/1995
	 	REGISTERED
	 	Sprague Devices, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	ROADWATCH
	 	75/093148

04/23/1996
	 	2159429

05/19/1998
	 	REGISTERED
	 	Sprague Devices, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	SPRA-KLEER
	 	75/633885

02/04/1999
	 	2323981

02/29/2000
	 	REGISTERED
	 	Sprague Devices, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	ROADWATCH


	 	78/060174

04/24/2001
	 	2664644

12/17/2002
	 	REGISTERED
	 	Sprague Devices, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	CLEARVIEW
	 	78/034718

11/10/2000
	 	2774082

10/14/2003
	 	REGISTERED
	 	Sprague Devices, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	KEYFREE
	 	78/199096

12/31/2002
	 	2788931

12/02/2003
	 	REGISTERED
	 	Sprague Devices, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	CAMERAWASH
	 	78/250480

05/15/2003
	 	2890577

09/28/2004
	 	REGISTERED
	 	Sprague Devices, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	ROADWATCH 3
	 	78/250521

05/15/2003
	 	2908310

12/07/2004
	 	REGISTERED
	 	Sprague Devices, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	ROADWATCH SS

ROADWATCH SAFETY

SYSTEM


	 	78/974111

09/14/2006
	 	3268437

07/24/2007
	 	REGISTERED
	 	Sprague Devices, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	LIGHTWASH
	 	75/878069

12/21/1999
	 	2595106

07/16/2002
	 	REGISTERED
	 	Sprague Devices, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Canada

	 	AIR PUSH
	 	0419184

12/21/1977
	 	TMA239182

01/18/1980
	 	REGISTERED
	 	Sprague Devices, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Mexico

	 	AIR PUSH
	 	24971

11/08/1968
	 	148448

11/08/1968
	 	REGISTERED
	 	Sprague Devices, Inc.






- 14 -









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application	 	 	 	 	 	 
	 	 	 	 	Ser. No./ Filing	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Date	 	Registration Date	 	Status	 	Record Owner
	Australia

	 	SPRAGUE & Design


	 	314132

12/19/1977
	 	B 314132

12/19/1977
	 	REGISTERED
	 	Sprague Devices, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Canada

	 	SPRAGUE & Design


	 	0419183

12/21/1977
	 	TMA240302

03/07/1980
	 	REGISTERED
	 	Sprague Devices, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Mexico

	 	SPRAGUE & Design
	 	24970

11/08/1968
	 	147923

11/08/1968
	 	REGISTERED
	 	Sprague Devices, Inc.






TRIM SYSTEMS OPERATING CORP.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application Ser.	 	 	 	 	 	 
	 	 	 	 	No./	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Filing Date	 	Registration Date	 	Status	 	Record Owner
	Canada

	 	O3 & Design


	 	0836270

02/11/1997
	 	504261

11/18/1998
	 	REGISTERED
	 	Tempress, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Canada

	 	THE HAPPY OZONE

MOLECULE AND

DESIGN
	 	0836272

02/11/1997
	 	495502

05/29/1998
	 	REGISTERED
	 	Tempress, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Canada

	 	T-RIM
	 	0824711

09/30/1996
	 	504116

11/16/1998
	 	REGISTERED
	 	Tempress, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Canada

	 	T-SKIN
	 	0824707

09/30/1996
	 	489645

02/10/1998
	 	REGISTERED
	 	Tempress, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Canada

	 	VCR
	 	0828758

11/13/1996
	 	520283

12/06/1999
	 	REGISTERED
	 	Tempress, Inc.








 




			
	1	 	Tempress, Inc. merged into Trim Systems Operating Corp., surviving as Trim Systems Operating
Corp., on September 15, 2004.





- 15 -









 





Trade names:




COMMERCIAL VEHICLE GROUP, INC.




	 	 	 	 	 
	Trade Name	 	Goods	 	Owner
	BOOT SAVER

	 	Rubber and plastics hose and belting
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	CVG

	 	Motor vehicle parts and accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	FISH-ON

	 	Automotive stampings
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	MAYFLOWER VEHICLE SYSTEMS

	 	Motor vehicle parts and accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	MOTO MIRROR

	 	Motor vehicle parts and accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	MWC

	 	Motor vehicle parts and accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	O3

	 	Electric housewares and fans
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	O3 THE HAPPY OZONE MOLECULE

	 	Sporting and athletic goods
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	ROADWATCH

	 	Motor vehicle parts and accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	T-RIM

	 	Automotive stampings
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	TACKLE HATCH

	 	Apparel and accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	CLEARVIEW

	 	Motor vehicle parts and accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	KEYFREE

	 	Communications equipment
	 	Commercial Vehicle Group Inc.






- 16 -









 





SCHEDULE 3.01(m)




ENVIRONMENTAL MATTERS



All facts, events and conditions set forth in the following environmental reports, provided to
Agent, are hereby incorporated by reference for purposes of this Schedule 3.01(m):





	1.	 	Environmental Review of Seven Facilities of Mayflower Vehicle Systems, Inc., prepared by
ENVIRON International Corp. for Kirkland & Ellis LLP on behalf of Hidden Creek Industries,
Inc., dated November 2004.
	 
	2.	 	Environmental Review of Four Facilities of the Commercial Vehicle Group, prepared by ENVIRON
International Corp. for Kirkland & Ellis LLP on behalf of Hidden Creek Industries, Inc., dated
December 2004.
	 
	3.	 	Publicly available environmental databases indicate that Borrower paid a $29,610 civil
penalty in 2007 for failure to renew their Title V Air Permit on time.
	 
	4.	 	Publicly available environmental databases identify potentially outstanding OSHA violations
at Borrower’s Norwalk, Ohio facility first issued in March 2007. Database results indicate a
$2,125 penalty, which has been contested by Borrower, relating to a workplace fatality. The
Norwalk facility also received OSHA notices of violation in June 2006, all of which are
reported to be completed. Borrower is currently in discussion with the federal Environmental
Protection Agency (the “EPA”) regarding the sludge generated from the ecoat process at that
facility, specifically the difference between the EPA’s and the applicable state agency’s
classification of such waste. Borrower has engaged counsel and submitted a summary of
operations to the EPA and is currently awaiting the EPA response to that summary.
Additionally, the EPA noted issues at the facility with universal waste (such as fluorescent
bulb) storage, and those issues have been corrected by Borrower.
	 
	5.	 	The EPA and NCDENR recently performed an audit of Borrower’s Concord, North Carolina facility
to assess hazardous waste storage; no reports have been received to date.
	 
	6.	 	A spill of sewage that entered a storm drain has recently occurred at Borrower’s Statesville,
North Carolina facility.  Borrower used a response company to contain and remediate the spill
and the appropriate governmental agencies have been notified of the situation.  No other
action is expected, except for internal changes to prevent any similar event in the future.
	 
	7.	 	Publicly available environmental databases identify OSHA notices of violation issued to
Borrower’s Shadyside, Ohio facility in January 2007, with actual penalty amounts of $2,125 and
$1,700, all of which were abated. In addition, the Shadyside facility received OSHA notices
of violation in October 2005 that resulted in actual penalty of $2,250, which has also been
completed.




- 17 -









 











SCHEDULE 3.01(n)




RESTRICTIVE AGREEMENTS



Third Lien Indenture.




- 18 -









 








SCHEDULE 3.01(o)




LITIGATION




None.




- 19 -









 





SCHEDULE 3.01(q)




PENSION PLAN DISCLOSURES





	1.	 	KAB Seating Limited participates in a pension scheme called the KAB Pension Scheme (the
“Scheme”). The Scheme has a defined benefits section that was closed to future
accrual on April 6, 2006.
	 
	2.	 	On certain actuarial bases, the Scheme is understood to have been and to be currently
underfunded. As of December 31, 2008, on a FASB 158 basis, the Scheme was underfunded by
approximately $6,728,000. Total assets as of December 31, 2008 were $28,137,000 and total
liabilities were $21,409,000.




- 20 -









 











SCHEDULE 3.01(s)




LABOR CONTRACTS



Borrower and its Subsidiaries are party to or bound by the following collective bargaining
agreements:





	1.	 	Collective bargaining agreement by and between Commercial Vehicle Group, Inc. and
International Union, United Automobile, Aerospace and Agricultural Workers of America U.A.W.
Local 1379, covering the period May 1, 2006 to April 30, 2010.
	 
	2.	 	Collective bargaining agreement by and between Commercial Vehicle Group, Inc. and United
Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service
Workers International Union, AFL-CIO-CLC Local 9419, covering the period May 1, 2008 to
February 28, 2011.
	 
	3.	 	Collective bargaining agreement by and between KAB Seating Limited and UNITE, covering the
period April 2009 to March 2010.
	 
	4.	 	Collective bargaining agreement by and between MWC de Mexico S. de R.L. de C.V. and CTM
(Asociacion Sindical de Obreros y Obreras en empresas maquiladoras, armadoras y fabricantes de
Agua Prieta), covering the period January 1, 2009 to December 31, 2009.
	 
	5.	 	Collective bargaining agreement by and between C.I.E.B. Kahovec, s. r. o. and Basic
organization OS KOVO of the company C.I.E.B. Kahovec, s. r. o., represented by Mr Jaromír
Šebetka, covering the period January 1, 2009 to December 31, 2009.






- 21 -











 





SCHEDULE 4.20




POST-CLOSING MATTERS



1. Borrower shall use commercially reasonable efforts to obtain from each of the landlords listed
in Section C (Real Property/Leaseholds) of that certain Collateral Certificate delivered to Lender
of even date herewith an executed Disclaimer and Consent in a form substantially similar to the
form attached hereto as Exhibit D, and deliver same to Agent within forty-five (45) days from the
date hereof.



2. Within thirty Business Days from the date hereof, Borrower (1) shall deliver (or cause to be
delivered) an aircraft security agreement in form and substance reasonably satisfactory to Agent
covering one Cessna model 550 aircraft with serial number 550-0279 and Federal Aviation
Administration registration number N550KA together with two Pratt & Whitney model JT15D-4 engines
identified by serial numbers PCE-70767 (left) and PCE-70472 (right) and (2) shall deliver (or cause
to be delivered) all other documents reasonably required to ensure that such aircraft security
agreement may be filed with the Federal Aviation Administration and the International Registry (as
such term is defined in the Cape Town Treaty).




     As used herein, Cape Town Treaty means collectively the Convention on International Interests
in Mobile Equipment signed in Cape Town, South Africa on November 16, 2001, as ratified by the
United States and the Protocol to the Convention on International Interests in Mobile Equipment on
Matters Specific to Aircraft Equipment signed in Cape Town, South Africa on November 16, 2001, as
ratified by the United States, together with the Regulations for the International Registry and the
International Registry Procedures, and all other rules, amendments, supplements, and revisions
thereto.




 











 





SCHEDULE 5.01




REAL ESTATE




	 	 	 	 	 	 	 	 	 
	1.

	 	7800 Walton Parkway
	 	 	2.	 	 	310 Dietz Avenue
	 

	 	New Albany, OH 43054
	 	 	 	 	 	Dekalb, IL 60115
	 
	 	 	 	 	 	 	 	 
	3.

	 	4721 North Eugene Avenue
	 	 	4.	 	 	200 North Locust Street
	 

	 	Douglas, AZ 85607
	 	 	 	 	 	Edgewood, IA 52042
	 
	 	 	 	 	 	 	 	 
	5.

	 	1585 Beverly Court, Suite 112
	 	 	6.	 	 	2845 Armentrout Drive
	 

	 	Aurora, IL 60504
	 	 	 	 	 	Concord, NC 28025
	 
	 	 	 	 	 	 	 	 
	7.

	 	2901 Zion Church Road
	 	 	8.	 	 	1140 NW 3rd Avenue
	 

	 	Concord, NC 28025
	 	 	 	 	 	Canby, OR 97013
	 
	 	 	 	 	 	 	 	 
	9.

	 	527 West US Highway 20
	 	 	10.	 	 	900 Highway 212
	 

	 	Michigan City, IN 46360
	 	 	 	 	 	Michigan City, IN 46360
	 
	 	 	 	 	 	 	 	 
	11.

	 	28800 Beck Road
	 	 	12.	 	 	200 National Drive
	 

	 	Wixom, MI 48393
	 	 	 	 	 	Vonore, TN 37885
	 
	 	 	 	 	 	 	 	 
	13.

	 	8649 South 212th Street
	 	 	14.	 	 	607 Bond Street
	 

	 	Kent, WA 98031
	 	 	 	 	 	Statesville, NC 28677
	 
	 	 	 	 	 	 	 	 
	15.

	 	613 Bond Street
	 	 	16.	 	 	1257 Roberson Springs Road
	 

	 	Statesville, NC 28677
	 	 	 	 	 	Loudon, TN 37774
	 
	 	 	 	 	 	 	 	 
	17.

	 	97 Tom Pope Road
	 	 	18.	 	 	116 Industry Road
	 

	 	Pikeville, TN 37367
	 	 	 	 	 	Tellico Plains, TN 37385
	 
	 	 	 	 	 	 	 	 
	19.

	 	301 West Spruce Street
	 	 	20.	 	 	75 Chamber Drive
	 

	 	Monona, IA 52159
	 	 	 	 	 	Chillicothe, OH 45601
	 
	 	 	 	 	 	 	 	 
	21.

	 	320 Newbern Road
	 	 	22.	 	 	2227 Salisbury Highway
	 

	 	Dublin, VA 24084
	 	 	 	 	 	Statesville, NC 28677
	 
	 	 	 	 	 	 	 	 
	23.

	 	401 East Alexander Avenue
	 	 	24.	 	 	6211 Northeast Campus Drive
	 

	 	Tacoma, WA 98421
	 	 	 	 	 	Vancouver, WA 98661
	 
	 	 	 	 	 	 	 	 
	25.

	 	2300 Northeast 65th Avenue
	 	 	26.	 	 	112 Town Center Drive
	 

	 	Vancouver, WA 98661
	 	 	 	 	 	Dublin, VA 24084
	 
	 	 	 	 	 	 	 	 
	27.

	 	379 Central Drive
	 	 	28.	 	 	6710 McEwan Road
	 

	 	Concord, NC 28025
	 	 	 	 	 	Lake Oswego, OR 97035
	 
	 	 	 	 	 	 	 	 
	29.

	 	8005 Southwest Hunziker Street
	 	 	30.	 	 	629 South Battleground Avenue
	 

	 	Tigard, OR 97223
	 	 	 	 	 	Kings Mountain, NC 28086
	 
	 	 	 	 	 	 	 	 
	31.

	 	55 North Garfield Street
	 	 	32.	 	 	60581 State Route 7
	 

	 	Norwalk, OH 44857
	 	 	 	 	 	Shadyside, OH 43947






- 22 -









 






	 	 	 	 	 	 	 	 	 
	33.

	 	206 Republic Street
	 	 	34.	 	 	71 North West Street
	 

	 	Norwalk, OH 44857
	 	 	 	 	 	Norwalk, OH 44857
	 
	 	 	 	 	 	 	 	 
	35.

	 	17th Street
	 	 	36.	 	 	470 East High Street
	 

	 	Bellaire, OH 43906
	 	 	 	 	 	London, OH 43140
	 
	 	 	 	 	 	 	 	 
	37.

	 	240 Raleigh Street
	 	 	38.	 	 	Calle 18 Avenida 10, # 180-5
	 

	 	Chatham, ON N7M 5L3
	 	 	 	 	 	Agua Prieta, Sonora, Mexico
	 
	 	 	 	 	 	 	 	 
	39.

	 	Carretera Tepa-Arandas #115
	 	 	40.	 	 	199 Wilshire Avenue Southwest
	 

	 	Capilla de Guadelupe, Jalisco, Mexico
	 	 	 	 	 	Concord, NC 28025
	 
	 	 	 	 	 	 	 	 
	41.

	 	Calle del Rio Avenida del Rio Sonora
	 	 	42.	 	 	3330 Ridgeway Drive, Unit 5
	 

	 	Block VIII and IX of Parque
	 	 	 	 	 	Mississauga, ON L5L 5Z9
	 

	 	Industrial El Rio	 	 	 	 	 	 
	 

	 	Agua Prieta, Sonora, Mexico	 	 	 	 	 	 






MORTGAGES





	1)	 	Mortgage, Assignment of Rents, Security Agreement and Fixture Filing by and between
Monona Wire Corporation, as mortgagor, to Credit Suisse, as agent, dated August 4, 2009,
with respect to the property located in Monona, Clayton County, Iowa;






	2)	 	Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing by and
between Mayflower Vehicle Systems, LLC, as grantor, to First American Title Insurance
Company, as trustee, for the benefit of Credit Suisse, as beneficiary, dated August 4,
2009, with respect to the property located in Kings Mountain, Cleveland County, North
Carolina;






	3)	 	Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing by and
between Mayflower Vehicle Systems, LLC, as mortgagor, and Credit Suisse, as agent, dated
August 4, 2009, with respect to the property located in Shadyside, Belmont County, Ohio;






	4)	 	Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing by and
between Mayflower Vehicle Systems, LLC, as mortgagor, and Credit Suisse, as agent, dated
August 4, 2009, with respect to the property located in Norwalk, Huron County, Ohio;






	5)	 	Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing by and
between Trim Systems Operating Corp., as mortgagor, and Credit Suisse, as agent, dated
August 4, 2009, with respect to the property located in Chillicothe, Ross County, Ohio;






	6)	 	Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing by and
between National Seating Company, as grantor, to William L. Rosenberg, as trustee, for the
benefit of Credit Suisse, as beneficiary, dated August 4, 2009, with respect to the
property located in Vonore, Monroe County, Tennessee; and




- 23 -









 












	7)	 	Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing by and
between Trim Systems Operating Corp., as grantor, to Manus E. Holmes, as trustee, for
the benefit of Credit Suisse, as beneficiary, dated August 4, 2009, with respect to the
property located in Dublin, Pulaski County, Virginia.




- 24 -









 











SCHEDULE 8.01




COMMERCIAL TORT CLAIMS




None.





- 25 -









 








SCHEDULE 9.04




DEPOSIT ACCOUNTS




	 	 	 	 	 	 	 
	 	 	 	 	Last 4 Digits of Account
	Depository Bank	 	Type of Account	 	Number
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Master
Disbursement Account)
	 	 	0995	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Main Account)
	 	 	2779	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Investment Sweep)
	 	 	0360	 
	 
	 	 	 	 	 	 
	US Bank N.A. 


800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Main Account)
	 	 	2191	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Controlled
Disbursement)
	 	 	6475	 
	 
	Citizens Bank of Blount County

330 East Broadway

Maryville, TN 37802-9730

	 	Checking (Petty Cash)
	 	 	1837	 
	 
	 	 	 	 	 	 
	US Bank N.A. 


800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Main Account)
	 	 	6654	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Controlled
Disbursement)
	 	 	9081	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Main Account)
	 	 	8449	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Controlled
Disbursement)
	 	 	7812	 
	 
	 	 	 	 	 	 
	Bank of America, N.A.

P.O. Box 25118

Tampa, FL 33622-5118

	 	Checking
	 	 	5042	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Last 4 Digits of Account
	Depository Bank	 	Type of Account	 	Number
	Bank of America, N.A.

P.O. Box 25118

Tampa, FL 33622-5118

	 	Checking (Petty Cash)
	 	 	8675	 
	 
	 	 	 	 	 	 
	Bank of America, N.A.

P.O. Box 25118

Tampa, FL 33622-5118

	 	Checking (Petty Cash)
	 	 	4338	 
	 
	 	 	 	 	 	 
	Columbia Credit Union

P.O. Box 324

Vancouver, WA 98666

	 	Checking (Petty Cash)
	 	 	7474	 
	 
	 	 	 	 	 	 
	Branch Banking & Trust

Company of Virginia

189 Broad Street

P.O. Box 1166

Dublin, VA 24084

	 	Checking (Petty Cash)
	 	 	7765	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Main Account)
	 	 	4544	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Controlled
Disbursement)
	 	 	7549	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Workers Comp)
	 	 	3883	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Main Account)
	 	 	2897	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Controlled
Disbursement)
	 	 	7952	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Main Account)
	 	 	6316	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Controlled
Disbursement)
	 	 	9057	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Main Account)
	 	 	4528	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Controlled
Disbursement)
	 	 	7275	 
	 
	 	 	 	 	 	 
	Fifth Third Bank 

126 E. 4th Street

Michigan City, IN 46360

	 	Checking (Petty Cash)
	 	 	3230	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Last 4 Digits of Account
	Depository Bank	 	Type of Account	 	Number
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Main Account)
	 	 	4882	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Controlled
Disbursement)
	 	 	7697	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Workers Comp)
	 	 	3875	 
	 
	 	 	 	 	 	 
	National City Bank 

9 East Main Street

Norwalk, OH 44857

	 	Checking (Manual Checks)
	 	 	9431	 
	 
	 	 	 	 	 	 
	National City Bank 

9 East Main Street

Norwalk, OH 44857

	 	Checking (Petty Cash)
	 	 	9458	 
	 
	 	 	 	 	 	 
	Huntington Bank

4105 Central Avenue

Shadyside, OH 43947

	 	Checking (Hourly Payroll)
	 	 	7629	 
	 
	 	 	 	 	 	 
	Huntington Bank

4105 Central Avenue

Shadyside, OH 43947

	 	Checking (Petty Cash)
	 	 	7616	 
	 
	 	 	 	 	 	 
	Wachovia Bank, N.A.

P.O. Box 563966

Charlotte, NC 28256-3966

	 	Checking (Petty Cash)
	 	 	4595	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking
	 	 	4635	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Manual Payroll)
	 	 	2889	 
	 
	 	 	 	 	 	 
	Fifth Third Bank 

155 W. Main St.

New Albany, OH 43054

	 	Checking (Petty Cash)
	 	 	9875	 
	 
	 	 	 	 	 	 
	US Bank N.A. 

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking
	 	 	2554	 
	 
	 	 	 	 	 	 
	Bank of America, N.A.

135 S. LaSalle, 4th Floor

Chicago, IL 60603

	 	Blocked Account
	 	 	8576	 
	 
	 	 	 	 	 	 
	Bank of America, N.A.

135 S. LaSalle, 4th Floor

Chicago, IL 60603

	 	Operating Account
	 	 	8589	 
	 
	 	 	 	 	 	 
	US Bank N.A.

800 Nicollet Mall

BC-MN-H03Q

Minneapolis, MN 55402-7020

	 	Checking (Workers Comp)
	 	 	8387	 






 









 






In addition, the following account numbers have been reserved with Bank of America, N.A., but have
not been activated:




Controlled Disbursement Account Numbers (CDA’s)




	 	 	 	 	 
	Company Name	 	Last 4 Digits of Account Number
	CVG Management Corporation
	 	 	8468	 
	Sprague Devices
	 	 	8385	 
	Trim Systems Operating Corporation
	 	 	8393	 
	National Seating Company
	 	 	8401	 
	Mayflower Vehicle Systems, LLC
	 	 	8419	 
	Monona Wire Corporation
	 	 	8427	 
	Cabarrus Plastics, Inc.
	 	 	8435	 
	CVG Oregon, LLC
	 	 	8443	 
	CVG CS, LLC
	 	 	8450	 






Workers Comp / Manual Payroll Accounts




	 	 	 	 	 
	Company Name	 	Last 4 Digits of Account Number
	CVG Management Corp — Manual Payroll
	 	 	0085	 
	CVG Management Corp — Workers Comp
	 	 	0077	 
	Trim Systems Operating Corp — Workers Comp
	 	 	0069	 
	Mayflower Vehicle Systems — Workers Comp
	 	 	0051	 






Incoming Receipts ONLY Account Numbers (DDA’s)




	 	 	 	 	 
	Company Name	 	Last 4 Digits of Account Number
	CVG Management Corporation
	 	 	2464	 
	Sprague Devices
	 	 	2516	 
	Trim Systems Operating Corporation
	 	 	3670	 
	National Seating Company
	 	 	9195	 
	Mayflower Vehicle Systems, LLC
	 	 	2477	 
	Monona Wire Corporation
	 	 	2312	 
	Cabarrus Plastics, Inc.
	 	 	2451	 
	CVG Oregon, LLC
	 	 	2480	 
	CVG CS, LLC
	 	 	2448	 






Stand Alone Accounts




	 	 	 	 	 
	Company Name	 	Last 4 Digits of Account Number
	CVG European Holdings, LLC
	 	 	2642	 







 









 








SCHEDULE 9.05(a)




BUSINESS LOCATIONS




	 	 	 	 	 	 	 	 	 
	1.

	 	7800 Walton Parkway
	 	 	2.	 	 	310 Dietz Avenue
	 

	 	New Albany, OH 43054
	 	 	 	 	 	Dekalb, IL 60115
	 
	 	 	 	 	 	 	 	 
	3.

	 	4721 North Eugene Avenue
	 	 	4.	 	 	200 North Locust Street
	 

	 	Douglas, AZ 85607
	 	 	 	 	 	Edgewood, IA 52042
	 
	 	 	 	 	 	 	 	 
	5.

	 	1585 Beverly Court, Suite 112
	 	 	6.	 	 	2845 Armentrout Drive
	 

	 	Aurora, IL 60504
	 	 	 	 	 	Concord, NC 28025
	 
	 	 	 	 	 	 	 	 
	7.

	 	2901 Zion Church Road
	 	 	8.	 	 	1140 NW 3rd Avenue
	 

	 	Concord, NC 28025
	 	 	 	 	 	Canby, OR 97013
	 
	 	 	 	 	 	 	 	 
	9.

	 	527 West US Highway 20
	 	 	10.	 	 	900 Highway 212
	 

	 	Michigan City, IN 46360
	 	 	 	 	 	Michigan City, IN 46360
	 
	 	 	 	 	 	 	 	 
	11.

	 	28800 Beck Road
	 	 	12.	 	 	200 National Drive
	 

	 	Wixom, MI 48393
	 	 	 	 	 	Vonore, TN 37885
	 
	 	 	 	 	 	 	 	 
	13.

	 	8649 South 212th Street
	 	 	14.	 	 	607 Bond Street
	 

	 	Kent, WA 98031
	 	 	 	 	 	Statesville, NC 28677
	 
	 	 	 	 	 	 	 	 
	15.

	 	613 Bond Street
	 	 	16.	 	 	1257 Roberson Springs Road
	 

	 	Statesville, NC 28677
	 	 	 	 	 	Loudon, TN 37774
	 
	 	 	 	 	 	 	 	 
	17.

	 	97 Tom Pope Road
	 	 	18.	 	 	116 Industry Road
	 

	 	Pikeville, TN 37367
	 	 	 	 	 	Tellico Plains, TN 37385
	 
	 	 	 	 	 	 	 	 
	19.

	 	301 West Spruce Street
	 	 	20.	 	 	75 Chamber Drive
	 

	 	Monona, IA 52159
	 	 	 	 	 	Chillicothe, OH 45601
	 
	 	 	 	 	 	 	 	 
	21.

	 	320 Newbern Road
	 	 	22.	 	 	2227 Salisbury Highway
	 

	 	Dublin, VA 24084
	 	 	 	 	 	Statesville, NC 28677
	 
	 	 	 	 	 	 	 	 
	23.

	 	401 East Alexander Avenue
	 	 	24.	 	 	6211 Northeast Campus Drive
	 

	 	Tacoma, WA 98421
	 	 	 	 	 	Vancouver, WA 98661
	 
	 	 	 	 	 	 	 	 
	25.

	 	2300 Northeast 65th Avenue
	 	 	26.	 	 	112 Town Center Drive
	 

	 	Vancouver, WA 98661
	 	 	 	 	 	Dublin, VA 24084
	 
	 	 	 	 	 	 	 	 
	27.

	 	379 Central Drive
	 	 	28.	 	 	6710 McEwan Road
	 

	 	Concord, NC 28025
	 	 	 	 	 	Lake Oswego, OR 97035
	 
	 	 	 	 	 	 	 	 
	29.

	 	8005 Southwest Hunziker Street
	 	 	30.	 	 	629 South Battleground Avenue
	 

	 	Tigard, OR 97223
	 	 	 	 	 	Kings Mountain, NC 28086
	 
	 	 	 	 	 	 	 	 
	31.

	 	55 North Garfield Street
	 	 	32.	 	 	60581 State Route 7
	 

	 	Norwalk, OH 44857
	 	 	 	 	 	Shadyside, OH 43947






 









 







	 	 	 	 	 	 	 	 	 
	33.

	 	206 Republic Street
	 	 	34.	 	 	71 North West Street
	 

	 	Norwalk, OH 44857
	 	 	 	 	 	Norwalk, OH 44857
	 
	 	 	 	 	 	 	 	 
	35.

	 	17th Street
	 	 	36.	 	 	470 East High Street
	 

	 	Bellaire, OH 43906
	 	 	 	 	 	London, OH 43140
	 
	 	 	 	 	 	 	 	 
	37.

	 	240 Raleigh Street
	 	 	38.	 	 	Calle 18 Avenida 10, # 180-5
	 

	 	Chatham, ON N7M 5L3
	 	 	 	 	 	Agua Prieta, Sonora, Mexico
	 
	 	 	 	 	 	 	 	 
	39.

	 	Carretera Tepa-Arandas #115
	 	 	40.	 	 	199 Wilshire Avenue Southwest
	 

	 	Capilla de Guadelupe, Jalisco, Mexico
	 	 	 	 	 	Concord, NC 28025
	 
	 	 	 	 	 	 	 	 
	41.

	 	Calle del Rio Avenida del Rio Sonora
	 	 	42.	 	 	3330 Ridgeway Drive, Unit 5
	 

	 	Block VIII and IX of Parque Industrial
	 	 	 	 	 	Mississauga, ON L5L 5Z9
	 

	 	El Rio	 	 	 	 	 	 
	 

	 	Agua Prieta, Sonora, Mexico	 	 	 	 	 	 






 









 






SCHEDULE 11.03(a)




NOTICE ADDRESSES




Borrower:




Commercial Vehicle Group, Inc.

Attn: Chad M. Utrup, Chief Financial Officer

7800 Walton Parkway

New Albany, OH 43054

Telecopy: (614) 289-5365




Agent:




Credit Suisse

Attn: Agency Manager

One Madison Avenue

New York, NY 10010

Telecopy: (212) 322-2291




Lender:




Credit Suisse

Attn: Hazel M. Leslie

Loan Originations Closing Group

7033 Louis Stephens Drive

Raleigh, NC 27560

Telecopy: (919) 994-4841