EXHIBIT 2.13



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THIRD AMENDED AND RESTATED CREDIT AGREEMENT



among



IFCO SYSTEMS N.V.,



IFCO SYSTEMS NORTH AMERICA, INC.,

as Borrower,



The Several Lenders

from Time to Time Parties Hereto,



and



BANK ONE, NA

as Administrative Agent



Dated as of December 20, 2002



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TABLE OF
CONTENTS



|                                           |  |                                                         |  | Page
|------------------------------------------ |  | ------------------------------------------------------- |  | ----
|SECTION 1. DEFINITIONS                     |  | 1                                                      
|                                          
|1.1                                        |  | Defined Terms                                           |  | 1   
|1.2                                        |  | Other Definitional Provisions                           |  | 26  
|                                          
|SECTION 2. AMOUNT AND TERMS OF COMMITMENTS |  | 27                                                     
|                                          
|2.1                                        |  | Term Loans                                              |  | 27  
|2.2                                        |  | Repayment of Term Loans                                 |  | 27  
|2.3                                        |  | Revolving Credit Commitments                            |  | 27  
|2.4                                        |  | Procedure for Revolving Credit Loan Borrowing           |  | 27  
|2.6                                        |  | Cash Collateral Account                                 |  | 28  
|2.8                                        |  | Commitment Fees, etc.                                   |  | 28  
|2.9                                        |  | Termination or Reduction of Commitments                 |  | 28  
|2.10                                       |  | Optional Prepayments                                    |  | 29  
|2.11                                       |  | Mandatory Prepayments and Commitment Reductions         |  | 29  
|2.12                                       |  | Conversion and Continuation Options                     |  | 29  
|2.13                                       |  | Limitations on Eurocurrency Tranches                    |  | 30  
|2.14                                       |  | Interest Rates and Payment Dates                        |  | 30  
|2.15                                       |  | Frequencies of PIK Interest                             |  | 31  
|2.15                                       |  | Computation of Interest, Fees and Dollar Equivalent     |  | 32  
|2.16                                       |  | Inability to Determine Interest Rate                    |  | 32  
|2.17                                       |  | Pro Rata Treatment and Payments                         |  | 33  
|2.18                                       |  | Requirements of Law                                     |  | 34  
|2.19                                       |  | Taxes                                                   |  | 35  
|2.20                                       |  | Indemnity                                               |  | 37  
|2.21                                       |  | Change of Lending Office                                |  | 37  
|                                          
|SECTION 3. LETTERS OF CREDIT               |  | 38                                                     
|                                          
|3.1                                        |  | L/C Commitment                                          |  | 38  
|3.2                                        |  | Procedure for Issuance of Letter of Credit              |  | 38  
|3.3                                        |  | Fees and Other Charges                                  |  | 39  
|3.4                                        |  | L/C Participations                                      |  | 39  
|3.5                                        |  | Reimbursement Obligation of the Borrower                |  | 40  
|3.6                                        |  | Obligations Absolute                                    |  | 41  
|3.7                                        |  | Letter of Credit Payments                               |  | 42  
|                                          
|SECTION 4. REPRESENTATIONS AND WARRANTIES  |  | 42                                                     
|                                          
|4.1                                        |  | Financial Condition                                     |  | 42  
|4.2                                        |  | No Change                                               |  | 43  
|4.3                                        |  | Corporate Existence; Compliance with Law                |  | 43  
|4.4                                        |  | Corporate Power; Authorization; Enforceable Obligations |  | 43  



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|                                 |  |                                                                 |  | Page
|-------------------------------- |  | --------------------------------------------------------------- |  | ----
|4.5                              |  | No Legal Bar                                                    |  | 44  
|4.6                              |  | Litigation                                                      |  | 44  
|4.7                              |  | No Default                                                      |  | 44  
|4.8                              |  | Ownership of Property; Liens                                    |  | 44  
|4.9                              |  | Intellectual Property                                           |  | 44  
|4.10                             |  | Taxes                                                           |  | 45  
|4.11                             |  | Federal Regulations                                             |  | 45  
|4.12                             |  | Labor Matters                                                   |  | 45  
|4.13                             |  | ERISA                                                           |  | 45  
|4.14                             |  | Investment Company Act; Other Regulations                       |  | 46  
|4.15                             |  | Subsidiaries                                                    |  | 46  
|4.16                             |  | Use of Proceeds                                                 |  | 46  
|4.17                             |  | Environmental Matters                                           |  | 46  
|4.18                             |  | Accuracy of Information, etc.                                   |  | 47  
|4.19                             |  | Security Documents                                              |  | 48  
|4.20                             |  | Solvency                                                        |  | 49  
|4.21                             |  | Regulation H                                                    |  | 49  
|4.22                             |  | No Burdensome Restrictions                                      |  | 49  
|                                
|SECTION 5. CONDITIONS PRECEDENT  |  | 49                                                             
|                                
|5.1                              |  | Conditions to Initial Extension of Credit                       |  | 49  
|5.2                              |  | Conditions to Each Extension of Credit                          |  | 51  
|                                
|SECTION 6. AFFIRMATIVE COVENANTS |  | 52                                                             
|                                
|6.1                              |  | Financial Statements                                            |  | 52  
|6.2                              |  | Certificates; Other Information                                 |  | 53  
|6.3                              |  | Payment of Obligations                                          |  | 54  
|6.4                              |  | Maintenance of Existence; Compliance                            |  | 54  
|6.5                              |  | Maintenance of Property; Insurance                              |  | 54  
|6.6                              |  | Inspection of Property; Books and Records; Discussions          |  | 55  
|6.7                              |  | Notices                                                         |  | 55  
|6.8                              |  | Environmental Laws                                              |  | 56  
|6.9                              |  | Additional Collateral, etc.                                     |  | 56  
|                                
|SECTION 7. NEGATIVE COVENANTS    |  | 58                                                             
|                                
|7.1                              |  | Financial Condition Covenants                                   |  | 58  
|7.2                              |  | Indebtedness                                                    |  | 60  
|7.3                              |  | Liens                                                           |  | 61  
|7.4                              |  | Fundamental Changes                                             |  | 63  
|7.5                              |  | Disposition of Property                                         |  | 63  
|7.6                              |  | Restricted Payments                                             |  | 64  
|7.7                              |  | Investments                                                     |  | 64  
|7.8                              |  | Optional Payments and Modifications of Certain Debt Instruments |  | 64  
|7.9                              |  | Transactions with Affiliates                                    |  | 65  
|7.10                             |  | Sales and Leasebacks                                            |  | 65  



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|                                    |  |                                                            |  | Page
|----------------------------------- |  | ---------------------------------------------------------- |  | ----
|7.11                                |  | Changes in Fiscal Periods                                  |  | 65  
|7.12                                |  | Negative Pledge Clauses                                    |  | 65  
|7.13                                |  | Clauses Restricting Subsidiary Distributions               |  | 65  
|7.14                                |  | Lines of Business                                          |  | 66  
|7.15                                |  | Letters of Credit                                          |  | 66  
|                                   
|SECTION 8. EVENTS OF DEFAULT        |  | 66                                                        
|                                   
|SECTION 9. THE ADMINISTRATIVE AGENT |  | 69                                                        
|                                   
|9.1                                 |  | Appointment                                                |  | 69  
|9.2                                 |  | Delegation of Duties                                       |  | 70  
|9.3                                 |  | Exculpatory Provisions                                     |  | 70  
|9.4                                 |  | Reliance by Administrative Agent                           |  | 71  
|9.5                                 |  | Notice of Default                                          |  | 71  
|9.6                                 |  | NonReliance on the Administrative Agent and Other Lenders |  | 71  
|9.7                                 |  | Indemnification                                            |  | 72  
|9.8                                 |  | Administrative Agent in Its Individual Capacity            |  | 73  
|9.9                                 |  | Successor Administrative Agent                             |  | 73  
|                                   
|SECTION 10. MISCELLANEOUS           |  | 73                                                        
|                                   
|10.1                                |  | Amendments and Waivers                                     |  | 73  
|10.2                                |  | Notices                                                    |  | 74  
|10.3                                |  | No Waiver; Cumulative Remedies                             |  | 76  
|10.4                                |  | Survival of Representations and Warranties                 |  | 76  
|10.5                                |  | Payment of Expenses and Taxes                              |  | 76  
|10.6                                |  | Successors and Assigns; Participations and Assignments     |  | 78  
|10.7                                |  | Adjustments; Setoff                                       |  | 80  
|10.8                                |  | Counterparts                                               |  | 81  
|10.9                                |  | Severability                                               |  | 81  
|10.10                               |  | Integration                                                |  | 81  
|10.11                               |  | GOVERNING LAW                                              |  | 81  
|10.12                               |  | Submission To Jurisdiction; Waivers                        |  | 81  
|10.13                               |  | Acknowledgements                                           |  | 82  
|10.14                               |  | Releases of Guarantees and Liens                           |  | 83  
|10.15                               |  | Confidentiality                                            |  | 83  
|10.16                               |  | Limitation on Interest                                     |  | 84  
|10.17                               |  | WAIVERS OF JURY TRIAL                                      |  | 85  





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APPENDIX A - Treasury
Management and Budget Procedures



|SCHEDULES:
|----------
|          
|1.1A      
|1.1B      
|2.1       
|4.1       
|4.4       
|4.15      
|4.19(a)   
|4.19(c)   
|7.2(d)    
|7.3(f)    
|7.7(d)    



|EXHIBITS:
|---------
|         
|A        
|B        
|C        
|D        
|E        
|F        
|G        
|H        
|I        
|J        



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THIRD AMENDED
AND RESTATED CREDIT AGREEMENT, dated as of December 20, 2002, among IFCO SYSTEMS N.V., a public limited liability company organized under the laws of the Netherlands (Holdings), IFCO SYSTEMS NORTH AMERICA, INC., a Delaware
corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), and BANK ONE, NA, as administrative agent (in such capacity,
the Administrative Agent).



W I T N E S S E T H :



WHEREAS, the Borrower and Holdings are parties to the Second Amended and Restated Credit Agreement, dated as of December 31, 2000 (as amended, supplemented or otherwise modified from time to time, the Existing
Agreement), with the several banks and other financial institutions or entities from time to time parties thereto, CIBC World Markets Corp. and Banc One Capital Markets, Inc. as co-lead arrangers and co-book runners, CIBC World Markets
Corp., as syndication agent and the Administrative Agent;



WHEREAS, the Borrower has requested that the Existing Agreement be amended and restated in its entirety as set forth herein; and



WHEREAS, the Administrative Agent and each of the Lenders are agreeable to the requested amendment and restatement but only upon the terms
and subject to the conditions set forth herein;



NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, Borrower, Holdings, Lender and the Administrative Agent agree that the Existing Agreement shall be and is hereby amended and restated in its
entirety, and the parties hereto, intending to be legally bound hereby, agree as follows:



SECTION 1. DEFINITIONS



1.1    Defined Terms. As used in this Agreement, the terms listed in this subsection 1.1 shall have the respective meanings set forth in this Section 1.1.



Account: as defined in the Uniform
Commercial Code as in effect in the State of Texas; such term shall exclude any security deposits received by Holdings or any of its Subsidiaries.



Account Debtor: as to any Account of any Person, any other Person who is or may become obligated to such Person under,
with respect to, or on account of, such account.



Adjusted Base Rate: the Base Rate plus the Applicable Margin.



Adjusted LIBOR Rate: the LIBOR Rate plus the Applicable Margin.



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Administrative Agent: as defined in the preamble hereto.



Affiliate: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.



Aggregate Exposure: with respect to any
Lender at any time, an amount equal to the sum of (i) the aggregate then unpaid principal amount of such Lenders Term Loans, and (ii) the amount of such Lenders Revolving Credit Commitment then in effect or, if the Revolving Credit
Commitments shall have expired or been terminated, the amount of such Lenders Revolving Extensions of Credit then outstanding.



Aggregate PIK Interest: as of any day, the aggregate amount of accrued and unpaid interest on the Loans that accrued at
the PIK Interest Rate.



Aggregate
Exposure Percentage: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lenders Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.



Aggregate Revolving Credit Outstandings: at
any time, an amount equal to the sum of (a) the aggregate then outstanding principal amount of all Revolving Credit Loans (excluding any Aggregate PIK Interest), and (b) the aggregate then outstanding L/C Obligations.



Aggregate Delivery and Transportation Cost:
at any date, the aggregate amount of all transportation costs of IFCO Europe determined on a consolidated basis in accordance with GAAP, including (a) RTC delivery costs, (b) RTC collection costs, (c) logistic remuneration and (d) other
transportation costs.



Aggregate RTC
Rental Revenue: at any date, the aggregate amount of all rental revenue of IFCO Europe, determined on a consolidated basis in accordance with GAAP, including (a) green crate revenue, (b) yellow crate revenue and (c) industry solutions
revenue.



Agreement: this
Third Amended and Restated Credit Agreement, as amended, supplemented or otherwise modified from time to time.



Applicable Margin: for each Type of Loan on any date, the rate per annum set forth in the following table for such day:



|Period                        |  | Applicable Margin Base Rate |  | Applicable Margin LIBOR Rate
|----------------------------- |  | --------------------------- |  | ----------------------------
|Oct. 1, 2002  June 30, 2003  |  | 0                           |  | N/A                         
|July 1, 2003  Sept. 30, 2003 |  | 1.0%                        |  | N/A                         
|Oct. 1, 2003  Dec. 31, 2003  |  | 2.0%                        |  | N/A                         
|Jan. 1, 2004  March 31, 2004 |  | 3.0%                        |  | 4.0%                        
|April 1, 2004  June 30, 2004 |  | 3.5%                        |  | 4.5%                        
|July 1, 2004  Sept. 30, 2004 |  | 4.0%                        |  | 5.0%                        
|Oct. 1, 2004  Dec. 31, 2004  |  | 4.5%                        |  | 5.5%                        



Application: an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter of Credit; provided that, in the event of a conflict between an
Application and this Agreement, the terms of this Agreement shall control.



Approved Budget: as defined in Appendix A attached hereto.



Approved Fund: with respect to any Lender that is a fund that invests in commercial loans, any other fund that invests
in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.



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Asset
Sale: any Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted by clause (a), (b), (c), (d), (e) or (f) of subsection 7.5) that yields gross proceeds to Holdings or any of its
Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $50,000.



Assignee: as defined in subsection 10.6(c).



Assignment and Acceptance: an
Assignment and Acceptance, substantially in the form of Exhibit A.



Assignor: as defined in subsection 10.6(c).



Available Revolving Credit Commitment: as to any Revolving Credit Lender at any time, an amount equal to the excess, if any, of (a) such Lenders Revolving Credit Commitment
then in effect over (b) such Lenders Revolving Extensions of Credit then outstanding.



Average Crate Deposit Liability: for any fiscal quarter of Holdings, the average aggregate amount owed by Holdings and
its Subsidiaries during such fiscal quarter to any Person for the return of crates (excluding any amounts owed by Holdings and its Subsidiaries for more than sixty (60) days after the same became due and payable).



Bank One: Bank One, NA.



3



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Base
Rate: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16of 1%) equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2of 1%. For purposes hereof: Prime Rate shall mean the rate of interest per annum publicly announced from time to time by the Reference Lender as its prime rate in effect at its principal office in Chicago, Illinois (the
Prime Rate not being intended to be the lowest rate of interest charged by the Reference Lender in connection with extensions of credit to debtors).



Base Rate Loans: Loans the rate of interest applicable to which is based upon the Base
Rate.



Benefited Lender: as
defined in Section 10.7(a).



Board: the Board of Governors of the Federal Reserve System of the United States (or any successor).



Borrower: IFCO Systems North America, Inc.



Borrowing Base: at any date of determination thereof, an amount equal to the sum of (i)
85% of the Eligible Accounts Receivable at such date, (ii) 60% of the Eligible Inventory at such date, (iii) 25% of Eligible Crates at such date and (iv) with respect to the value of the Collateral other than the Eligible Accounts Receivable,
Eligible Inventory and Eligible Crates, $22,500,000. Each calculation of Eligible Accounts Receivable, Eligible Inventory and Eligible Crates shall be made in accordance with GAAP. The Borrowing Base shall be determined from time to time by the
Administrative Agent in its reasonable judgment by reference to the Borrowing Base Certificate then most recently delivered to it; provided that the information contained in such Borrowing Base Certificate shall not be conclusive in
calculating the Borrowing Base and, after consultation with the Borrower, the Administrative Agent and the Required Lenders shall be entitled, upon at least five (5) days prior written notice to Borrower, to adjust the amounts included within the
categories therein to the extent that they believe in their reasonable judgment that such adjustment is appropriate to cause the Borrowing Base (as so adjusted) to reflect the liquidation value of the Eligible Accounts Receivable, Eligible Inventory
and Eligible Crates.



Borrowing Base
Certificate: a certificate, substantially in the form of Exhibit B, (or in such other form as the Administrative Agent shall from time to time reasonably request), delivered pursuant to Section 6.2(e).



Borrowing Date: any Business Day specified
by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.



4



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Bromley Settlement Documents: the documents heretofore executed and delivered by Bromley Acquisition Company, Inc. and William Haines, Custodian, in the form of Exhibit J, in connection with the
restructuring of the Bromley Subordinated Debt.



Bromley Subordinated Debt: the Indebtedness owed by Bromley Acquisition Company, Inc. to William Haines, Custodian, which Indebtedness has been subordinated to the Obligations upon terms and conditions set forth in
the Bromley Settlement Documents.



Budget: each thirteen week cash receipts and disbursements budget of Holdings and its Subsidiaries delivered to the Administrative Agent and Lenders substantially in the form attached as Exhibit I.



Business: as defined in
Section 4.17(b).



Business
Day: a day other than a Saturday, Sunday or other day on which commercial banks in Dallas, Texas are authorized or required by law to close, provided, that with respect to any borrowings, disbursements and payments in respect of and
calculations, interest rates and Interest Periods pertaining to LIBOR Loans, such day is also a day on which dealings are carried on in the London interbank market.



Canadian Pallets: any pallets owned by IFCO Systems Canada, Inc. and located in any
province of Canada.



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



Capital Stock: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a
corporation) and any and all warrants, rights or options to purchase any of the foregoing.



Cash Collateral Account: deposit account number 1589846599, established in the name of the Borrower with the Administrative Agent.



Cash Equivalents: (a) securities with
maturities of one year or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and time deposits with maturities of one year or less from the date
of acquisition and overnight bank deposits and demand deposits of any Lender or of any commercial bank having capital and surplus in excess of $500,000,000, (c) repurchase



5



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obligations of any Lender or
of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government, (d) commercial paper of a
domestic issuer rated at least A-2 by Standard and Poors Ratings Services (S&P) or P-2 by Moodys Investors Service, Inc. (Moodys), (e) 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, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moodys, (f) securities with maturities of one year or less from the
date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition, (g) in the case of any Foreign Subsidiary, (i) direct obligations of the sovereign
nation (or any agency thereof) in which such Foreign Subsidiary is organized or is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof), (ii) deposits, obligations or securities
of the type and maturity described in clauses (b) through (f) above of foreign obligors, which deposits, obligations or securities or obligors (or the parent entities of such obligors) have ratings described in such clauses or equivalent ratings
from comparable foreign rating agencies or (iii) deposits, obligations or securities of the type and maturity described in clauses (b) through (f) above of foreign obligors (or the parent entities of such obligors), which deposits, obligations or
securities or obligors (or the parent entities of such obligors) do not have the ratings described in such clauses or in clause (g)(ii) but which are comparable in investment quality to such deposits, obligations or securities or obligors (or the
parent entities of such obligors), as the case may be, or (h) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.



Closing Date: December 23, 2002.



Code: the Internal Revenue
Code of 1986, as amended from time to time.



Collateral: all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.



Commonly Controlled Entity: an entity, whether or not incorporated, that is under common
control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.



Compliance Certificate: a certificate duly
executed by a Responsible Officer substantially in the form of Exhibit C.



6



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Conduit Lender: any special purpose corporation organized and administered by any Lender for the purpose of making Loans hereunder otherwise required to be made by such Lender and designated by such Lender in a
written instrument, subject to the consent of the Administrative Agent; provided, that (a) the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this
Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this
Agreement with respect to its Conduit Lender, (b) the designation of any Conduit Lender shall not result in any greater costs to the Borrower hereunder than the Borrower would have incurred if such Conduit Lenders Loans had been made by a
non-Conduit Lender, (c) no Conduit Lender shall be deemed to have any Commitment hereunder and (d) the designating Lender shall act as administrative agent for its Conduit Lender and give and receive notices on its Conduit Lenders behalf, any
payments for the account of its Conduit Lender shall be paid to the designating Lender as administrative agent for its Conduit Lender and neither the Borrower nor the Administrative Agent shall be responsible for such designating Lenders
application of such payments.



Consolidated EBITDA: for any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such
period, the sum of (a) income tax expense, (b) interest expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (c)
depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) accounts receivable factoring charges, and (f) restructuring fees related to accounting, financial advisory
and legal fees associated with the transactions contemplated by the Restructuring Agreement and this Agreement and minus, to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income,
(b) any extraordinary or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary
course of business) and (c) any other non-cash income, all as determined on a consolidated basis. Notwithstanding anything herein to the contrary, for the purposes of the calculation of Consolidated EBITDA, any non-cash income and losses derived
solely from foreign exchange gains or losses shall be excluded from such calculation. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a Reference Period) pursuant to any
determination of the Consolidated Total Leverage Ratio, or Consolidated Interest Coverage Ratio, if during such Reference Period Holdings or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall
be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period; provided that, Consolidated EBITDA shall not be adjusted to include projected post-acquisition cost savings,
synergies or similar amounts.



7



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Consolidated Interest Coverage Ratio: for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.



Consolidated Interest Expense: for any
period, total interest expense, whether paid or accrued (including Aggregate PIK Interest and interest attributable to Capital Lease Obligations and Synthetic Lease Obligations, but excluding any accrued interest attributable to the Bromley
Subordinated Debt), of Holdings and its Subsidiaries for such period with respect to all outstanding Indebtedness of Holdings and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of
credit and bankers acceptance financing and net costs under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP).



Consolidated Net Income: for any period,
the consolidated net income (or loss) of Holdings and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it
becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of Holdings) in which Holdings or any of its Subsidiaries has an
ownership interest, except to the extent that any such income is actually received by Holdings or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of Holdings (other than the
Borrower) to the extent that both (i) the declaration or payment of dividends or similar distributions by such Subsidiary and (ii) the making or repayment of loans by such Subsidiary to its parent company or to the Borrower are not at the time
permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.



Consolidated Total Debt: at any date, the sum of the aggregate principal amount of all Indebtedness of Holdings and its
Subsidiaries at such date (other than the Bromley Subordinated Debt and, except where expressly provided to the contrary, Aggregate PIK Interest), determined on a consolidated basis in accordance with GAAP, plus the aggregate amount of L/C
Obligations at such date.



Consolidated
Total Leverage Ratio: as at the last day of any period, the ratio of (a) Consolidated Total Debt (including Aggregate PIK Interest) on such day to (b) Consolidated EBITDA for such period.



Consolidated Working Capital: at any date,
the remainder of (i) the aggregate assets of Holdings and its Subsidiaries at such date which would be shown as current assets on a balance sheet of Holdings and its Subsidiaries prepared in accordance with GAAP minus (ii) the aggregate total
liabilities of Holdings and its Subsidiaries at such date which would be shown as current liabilities on a balance sheet of Holdings and its Subsidiaries prepared in accordance with GAAP, provided that any current liabilities of Capital Lease
Obligations shall be excluded.



8



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Continuing Directors: the Directors of Holdings on the Closing Date, after giving effect to the transactions contemplated by the Restructuring Agreement, and each other director, if, in each case, such other
Directors nomination for election to the Board of Directors of Holdings is recommended by at least 66-2/3% of the then Continuing Directors.



Contractual Obligation: as to any Person, any provision of any security issued by such Person or of any agreement,
instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.



Default: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse
of time, or both, has been satisfied.



Defaulted Account: any Account of Holdings or its Subsidiaries which has been or should have been charged-off as not collectable in conformity with the accounting policies of Holdings and its Subsidiaries as in
effect from time to time.



Disposition: with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms Dispose and Disposed of
shall have correlative meanings.



Dollars and $: dollars in lawful currency of the United States of America.



Domestic Subsidiary: any Subsidiary of Holdings organized under the laws of any jurisdiction within the United States.



Earnout Amount: has the
meaning given in the Asset Purchase Agreement dated as of November 21, 2001, among Holdings, Borrower, certain Subsidiaries of Holdings and Industrial Container Service, LLC, as buyer, as amended by the First Amendment to Asset Purchase Agreement
dated as of January 30, 2002, and by the Second Amendment to Asset Purchase Agreement dated as of February 25, 2002.



Eligible Accounts Receivable: at any time, an amount equal to the aggregate outstanding balance of all Accounts of
Holdings and its Subsidiaries, as set forth in the aging reports of billed Accounts for Holdings and its Subsidiaries as of such time, provided that, unless otherwise approved in writing by the Administrative Agent, no amount owing in respect
of any Account of Holdings or any of its Subsidiaries shall be deemed to be included in any calculation of Eligible Accounts Receivable if:



(1) such Account is not a bona fide, valid and legally enforceable obligation of the Obligor thereon arising from the
actual sale and delivery of goods to, lease of goods to or rendition to and acceptance of services by such Obligor, (ii) the goods giving rise to such Account have not been shipped and delivered to the Obligor thereon or the services giving rise to
such Account have



9



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not been
performed or (iii) such Account arises from a progress billing or percentage of completion invoice, but only to the extent the amount billed exceeds the value of the goods sold and delivered or the services performed with respect thereto;



(2) such Account has been
adjusted to reflect the return or rejection of, or any loss of or damage to, any of the Inventory giving rise to such Account; provided that amounts owing in respect of such Account shall only be excluded to the extent of such adjustment;



(3) such Account includes any
material financing charges or late or other fees; provided that amounts owing in respect of such Account shall only be excluded to the extent of such charges or fees;



(4) such Account remains unpaid for more than 90 days after the date set forth for payment in
the invoice originally issued therefor;



(5) greater than 50% of the aggregate amount owing in respect of all Accounts by the Obligor thereon (together with its Affiliates) to the Borrower and its Subsidiaries remain unpaid more than 90 days after the date set forth for
payment in the respective invoices originally issued therefor;



(6) such Account is a Defaulted Account, unless the obligations of the Obligor under such Account are supported by a letter of credit issued by a bank or other credit insurance acceptable to the
Administrative Agent;



(7) a
proceeding under bankruptcy or similar laws has occurred and is continuing with respect to the Obligor thereon unless the payment of Accounts from such Obligor is secured in a manner satisfactory to the Administrative Agent or, if the Account arises
subsequent to a decree or order for relief with respect to such Obligor under any applicable bankruptcy laws, as now or hereinafter in effect, the timely payment and collection of such Account will not be impaired, as determined by the
Administrative Agent in its reasonable judgment;



(8) it is an Account which may be set off or charged against (i) any adverse security deposit or other similar deposit made by or for the benefit of such Obligor or (ii) any trade payable, rebate obligation or other similar
liability owing to such Obligor; provided that amounts owing in respect of such Account shall only be excluded to the extent of such set-off or charge against such adverse security deposit, payable, rebate obligation or other similar
liability;



(9) such Account is
the result of a re-invoice of a disputed Account or Defaulted Account;



10



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(10) such Account arises from (i) the sale to the Obligor on a bill-and-hold, guaranteed sale, sale-or-return, sale on approval, consignment, sample or trial basis, (ii) a sale subject to any retainages or holdbacks of any type or
(iii) any other sale to the Obligor made pursuant to any other written agreement providing for repurchase or return; provided that no amount owing in respect of such Account shall be excluded pursuant to this clause solely as a result of
customary quality warranties or the general right to return goods provided by Holdings or any of its Subsidiaries;



(11) such Account does not comply in all material respects with all applicable legal requirements;



(12) such Account is not owned solely by
Holdings or any of its Subsidiaries free and clear of all Liens or other rights or claims of any other Person (except in favor of the Administrative Agent);



(13) the Administrative Agent does not have a valid and perfected first priority security interest for the benefit of the
Lenders in such Account and in any letter of credit, credit insurance or guarantee, the credit support provided by which would permit such Account to be an Eligible Account Receivable in accordance with the foregoing provisions of this definition
(except for Liens arising by operation of law, appropriate reserves for which have been reasonably established for Borrowing Base purposes by Holdings or a Subsidiary) or such Account does not conform in all material respects to the representations
and warranties contained in this Agreement or any of the Security Documents; or



(14) such Account arises from a sale to or performance of services for, or is otherwise payable by, Holdings, an employee, Affiliate or Subsidiary of Holdings, or any entity which has common officers
or directors with Holdings or any of its Subsidiaries.



Notwithstanding the foregoing, in no event shall any Account that has been sold pursuant to, or is otherwise part of or subject to, any factoring or similar arrangement be considered an Eligible Account Receivable.



Eligible Crates: at any time,
an amount equal to the aggregate value of all crates of (i) IFCO LLC or IFCO Canada which crates are located in North America or (ii) Holdings or any of its Subsidiaries which crates are located in Europe, provided that such European crates are in
the physical control of Holdings or its Subsidiaries (crates located at Holdings or any Subsidiarys depots shall be deemed to be under the physical control of Holdings or its Subsidiaries). In determining the amount to be so included,
such crates shall be valued at the standard cost maintained on a basis consistent with the current and historical accounting practice



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of Holdings or its
Subsidiaries less reserves taken and adjustments made, if any, (i) on account of physical inventory adjustments, for standard cost variances and shrinkage accruals, (ii) for obsolete or slow moving goods as determined by crates remaining
unsold or not leased or not placed into service for a period of 52 weeks, (iii) for crates returned or rejected by customers of Holdings or its Subsidiaries as damaged or defective, obsolete or otherwise non-salable, (iv) for Liens referred to in
clause (b) below. Unless otherwise approved in writing by the Administrative Agent, no amount with respect to any Crates shall be deemed to be included in any calculation of Eligible Crates if:



| | (a) |  | the crate is not owned solely by Holdings or any of its Subsidiaries, or Holdings or any of its Subsidiaries does not have good and valid title thereto; or
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | the crate is not subject to a perfected Lien in favor of the Administrative Agent for the benefit of the Lenders prior to all other Liens except for Liens for normal
and customary warehousing and transportation charges (appropriate reserves for which have been reasonably established for Borrowing Base purposes by Holdings or any of its Subsidiaries).
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In determining the amount to be so included, such crates shall be valued at
the standard cost maintained on a basis consistent with the IFCO LLCs current and historical accounting practice less reserves taken and adjustments made, if any, (i) on account of physical inventory adjustments, for standard cost
variances and shrinkage accruals, (ii) for obsolete or slow moving goods as determined by crates remaining unsold or not leased or not placed into service for a period of 52 weeks, (iii) for crates returned or rejected by IFCO LLCs customers
as damaged or defective, obsolete or otherwise non-salable, (iv) for Liens referred to in clause (b) below. Unless otherwise approved in writing by the Administrative Agent, no amount with respect to any Crates shall be deemed to be included in any
calculation of Eligible Crates if:



(a) the crate is not owned solely by IFCO LLC, or does not have good and valid title thereto; or



(b) the crate is not subject to a perfected Lien in favor of the Administrative Agent for the benefit of the Lenders prior
to all other Liens except for Liens for normal and customary warehousing and transportation charges (appropriate reserves for which have been reasonably established for Borrowing Base purposes by IFCO LLC).



Eligible Inventory: at any time, an amount
equal to the aggregate value of all Inventory of Holdings and its Subsidiaries. In determining the amount to be so included, such Inventory shall be valued at the standard cost maintained on a basis consistent with the Holdings or such
Subsidiarys current and historical accounting practice less reserves taken and adjustments made, if any, (i) on account of physical inventory adjustments, for standard cost variances and shrinkage accruals, (ii) for obsolete or slow
moving goods as determined by



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Inventory remaining unsold or
not placed into service for a period of 52 weeks, (iii) for goods returned or rejected by Holdings or such Subsidiarys customers as damaged or defective, obsolete or otherwise non-salable, (iv) for Liens referred to in clause (b). Unless
otherwise approved in writing by the Administrative Agent, no amount with respect to any Inventory shall be deemed to be included in any calculation of Eligible Inventory if:



(a) the Inventory is not owned solely by Holdings or such Subsidiary, or Holdings or such
Subsidiary does not have good and valid title thereto; or



(b) the Inventory is not subject to a perfected Lien in favor of the Administrative Agent for the benefit of the Lenders prior to all other Liens except for Liens for normal and customary warehousing
and transportation charges (appropriate reserves for which have been reasonably established for Borrowing Base purposes by Holdings or such Subsidiary).



Environmental Laws: any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the
environment.



ERISA: the
Employee Retirement Income Security Act of 1974, as amended from time to time.



Eurocurrency Reserve Requirements: for any day as applied to a LIBOR Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve
requirements in effect on such day (including basic, supplemental, marginal and emergency reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements
prescribed with respect to any category of liabilities which include deposits by reference to which the LIBOR Rate is to be determined or any category of extension of credit or other assets which include LIBOR Loans.



Euros: the single lawful currency of the
European Monetary Union.



Event of
Default: any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.



Existing Agreement: as defined in the recitals.



Facility: each of (a) the Term Loans made
or maintained hereunder (the Term Loan Facility), and (b) the Revolving Credit Commitments and the extensions of credit made or maintained hereunder, including the Revolving Credit Loans (the Revolving Credit
Facility).



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Federal Funds Effective Rate: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Reference Lender from three
federal funds brokers of recognized standing selected by it.



Foreign Collateral Agreement: an agreement, in form and substance satisfactory to the Arrangers, to be delivered by a Foreign Subsidiary to the Administrative Agent pursuant to which such Foreign Subsidiary creates
a Lien on its assets described therein in favor of the Administrative Agent, for the ratable benefit of the Lenders, as amended, supplemented or otherwise modified from time to time.



Foreign Guarantee: a guarantee, in form and substance satisfactory to the Arrangers, to be
delivered by a Foreign Subsidiary to the Administrative Agent pursuant to which such Foreign Subsidiary guarantees, in favor of the Administrative Agent, for the ratable benefit of the Lenders, the prompt and complete payment when due of the
Obligations as amended, supplemented or otherwise modified from time to time.



Foreign Subsidiary: any Subsidiary of Holdings that is not a Domestic Subsidiary.



Funding Office: with respect to Loans in any currency, the office specified from time to time by the Administrative
Agent as its funding office for such currency by notice to Holdings and the Lenders.



GAAP: generally accepted accounting principles in the United States as in effect from time to time, except that for purposes of Section 7.1, GAAP shall be determined on the basis of
such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 4.1(b).



Governmental Authority: any nation or government, any state or other political subdivision
thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange
and any self-regulatory organization (including the National Association of Insurance Commissioners).



Guarantee and Collateral Agreement: the First Amended and Restated Guarantee and Collateral Agreement to be executed
and delivered by Holdings, the Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit D, as the same may be amended, supplemented or otherwise modified from time to time; provided that, in respect of any Foreign
Subsidiary that executes a Foreign Guarantee, such term shall refer to such Foreign Guarantee.



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Guarantee Obligation: as to any Person (the guaranteeing person), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the
creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the primary
obligations) of any other third Person (the primary obligor) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to
make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount
of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such
primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing persons maximum reasonably anticipated
liability in respect thereof as determined by the Borrower in good faith.



Guarantors: the collective reference to Holdings and the Subsidiary Guarantors.



Hedge Agreements: all interest rate swaps, caps or collar agreements or similar arrangements dealing with interest
rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies.



Holdings: as defined in the preamble hereto.



IFCO Canada: IFCO Systems Canada, Inc.



IFCO Europe: IFCO Systems GmbH and its
Subsidiaries.



IFCO LLC:
IFCO-U.S., L.L.C.



Indebtedness: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services
(other than current trade payables and accrued



15



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expenses incurred in the
ordinary course of such Persons business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention
agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease
Obligations and Synthetic Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements,
(g) the liquidation value of all mandatorily redeemable preferred Capital Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of
the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by
such Person, whether or not such Person has assumed or become liable for the payment of such obligation, (j) for the purposes of Sections 7.2 and 8(g) only, all obligations of such Person in respect of Hedge Agreements. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Persons ownership interest in or other
relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor or that the liability of such Person is limited to amounts invested by such Person in such entity.



Initial IFCO Budget: as
defined in Appendix A attached hereto.



Insolvency: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.



Insolvent: pertaining to a condition of Insolvency.



Intellectual Property: the collective
reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks,
trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.



Intercompany Note: each promissory note now
or hereafter executed by a Loan Party to evidence the Indebtedness of such Loan Party permitted by Section 7.2(b).



Interest Payment Date: (a) as to any Base Rate Loan, the last day of each March, June, September and December to occur
while such Loan is outstanding and the final maturity date of such Loan, (b) as to any LIBOR Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any LIBOR Loan having an Interest Period



16



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longer than three months, each
day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan (other than any Revolving Credit Loan that is a Base Rate Loan), the date of any
repayment or prepayment made in respect thereof.



Interest Period: as to any LIBOR Loan (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such LIBOR Loan and ending one, two, three or six months
thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable
to such LIBOR Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with
respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:



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



(ii) the Borrower may not select an Interest
Period under a particular Facility that would extend beyond the date final payment is due on the Revolving Credit Loans or the Term Loans, as the case may be;



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



(iv) the Borrower shall select Interest Periods so as not to require a payment or prepayment of any LIBOR Loan.



Inventory: as defined in the
Uniform Commercial Code as in effect in the State of Texas from time to time; such term shall exclude, however, any crates and pallets owned by Holdings or any of its Subsidiaries, other than (a) Canadian Pallets and (b) any pallets constituting
finished goods inventory held by Borrower, which pallets described in clauses (a) and (b) shall be considered Inventory.



Investments: as defined in Section 7.7.



Issuing Lender: Bank One, NA, in its capacity as issuer of any Letter of Credit.



17



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L/C
Commitment: $25,000,000.



L/C
Fee Payment Date: the last day of each March, June, September and December to occur when any Letter of Credit shall be outstanding.



L/C Obligations: at any time, an amount equal to the sum of (a) the aggregate undrawn amount of all outstanding Letters
of Credit at such time, plus (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.



L/C Participants: the collective reference to all the Revolving Credit Lenders other than the Issuing Lender.



Lenders: as defined in the
preamble hereto; provided, that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender.



Letters of Credit: as defined in Section 3.1(a).



LIBOR Base Rate: with respect to any LIBOR
Tranche for any Interest Period, the rate per annum for London interbank offered rates for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on the applicable page of the Reuters or Bloomberg screen
as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on the applicable page of the Reuters or Bloomberg screen (or otherwise on such screen), the LIBOR
Base Rate shall be determined by reference to such other comparable publicly available service for displaying London interbank offered rates as may be selected by the Administrative Agent.



LIBOR Loans: Loans the rate of interest
applicable to which is based upon the LIBOR Rate.



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



LIBOR Base Rate

1.00  Eurocurrency Reserve Requirements



LIBOR Tranche: the collective reference to LIBOR Loans under a particular Facility the then current Interest Periods
with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).



18



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Lien: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).



Loan: any loan made by any Lender pursuant
to this Agreement.



Loan
Documents: this Agreement, the Security Documents and the Notes.



Loan Parties: Holdings, the Borrower and each other Subsidiary of Holdings that is a party to a Loan Document.



Lockbox: the post office box established by the Administrative Agent in its own name to
receive payments from Account Debtors of the Borrower, IFCO Canada, and each Domestic Subsidiary.



Lockbox Account: the demand deposit account referred to in the Lockbox Agreement.



Lockbox Agreement: the Lockbox Agreement
between Borrower and the Administrative Agent executed and delivered in the form attached as Exhibit H.



Majority Facility Lenders: with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal
amount of the Term Loans or the Aggregate Revolving Credit Outstandings, as the case may be, outstanding under such Facility (or, in the case of the Revolving Credit Facility, prior to any termination of the Revolving Credit Commitments, the holders
of more than 50% of the Total Revolving Credit Commitments).



Material Acquisition: any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all
or substantially all of the common stock of a Person and (b) involves the payment of consideration by Holdings and its Subsidiaries in excess of $1,000,000.



Material Adverse Effect: any event, development or circumstance that has had or could reasonably be expected to have a
material adverse effect on (a) the business, property, operations, condition (financial or otherwise) or prospects of Holdings and its Subsidiaries taken as a whole, (b) the business, property, operations, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole or (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.



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Materials of Environmental Concern: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as
such in or under any Environmental Law, including presently friable asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.



Minimum Free Cash Flow: for any period, the remainder of (a) Consolidated EBITDA for such period minus
(b) the sum of (i) the aggregate amount of capital expenditures during such period plus (ii) the aggregate taxes paid in cash by Holdings and its Subsidiaries during such period plus (iii) the change in Consolidated Working Capital (if
positive) for such period from the Consolidated Working Capital for the immediately preceding period.



Mortgaged Properties: the real properties listed on attached Schedule 1.1B, as to which the Administrative Agent
for the benefit of the Lenders shall be granted a Lien pursuant to the Mortgages.



Mortgages: each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Lenders, substantially
in the form of Exhibit E (with such changes thereto as shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be recorded), as the same may be amended, supplemented or otherwise modified from time
to time.



Multiemployer Plan:
a Plan that is a Multiemployer Plan as defined in Section 4001(a)(3) of ERISA.



Net Cash Proceeds: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by
way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of attorneys fees,
accountants fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any
Lien pursuant to a Security Document) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of Capital Stock or any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys fees,
investment banking fees, accountants fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.



Non-Excluded Taxes: as defined in Section 2.18(a).



20



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Non-Tendered Notes: the approximately 1.12% (Euro 2,240,00 in principal amount) of notes originally issued under the Senior Subordinated Note Indenture, the holders of which are contractually obligated pursuant to
the Restructuring Agreement to tender such notes to Borrower but, as of December 31, 2002, have failed to tender such notes.



Non-U.S. Lender: as defined in Section 2.18(d).



North American IFCO Entities: as defined in Appendix A attached hereto.



Notes: the collective reference to any
promissory note evidencing Loans.



Obligations: the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy,
or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities
of the Borrower to the Administrative Agent or to any Lender (or, in the case of Hedge Agreements, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Hedge Agreement entered into with any Lender or any affiliate of any Lender or any other document made, delivered or given in
connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that
are required to be paid by the Borrower pursuant hereto) or otherwise.



Obligor: with respect to an Account, the purchaser of the goods or services or the lessee of goods giving rise to such Account or any other Person obligated to make payment in respect of such purchase of
such goods or services or lease of goods.



Other Taxes: any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or
enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.



Participant: as defined in Section 10.6(b).



PBGC: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any
successor).



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



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PIK
Interest Rate: for any day, the rate per annum set forth in the following table for such day:



|Period                        |  | Rate Per Annum
|----------------------------- |  | --------------
|Oct. 1, 2002  June 30, 2003  |  | 6.0%          
|July 1, 2003  Sept. 30, 2003 |  | 5.0%          
|Oct. 1, 2003  Dec. 31, 2003  |  | 4.0%          
|Jan. 1, 2004  Dec. 31, 2004  |  | 5.0%          



Plan: at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an employer as defined in Section 3(5) of ERISA.



Properties: as defined in Section 4.17(a).



Quebec Subsidiaries: Ecolo Palettes, Inc. and 2953-8717 Quebec, Inc.



Recovery Event: any settlement of or
payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of Holdings, the Borrower or any of Holdings Subsidiaries.



Reference Lender: Bank One, NA.



Register: as defined in Section 10.6(d).



Regulation U: Regulation U of
the Board as in effect from time to time.



Reimbursement Obligation: the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.



Remaining Senior Subordinated Notes: the
1.0335% of the aggregate amount of Notes originally issued by Holdings under the Senior Subordinated Note Indenture that will not be exchanged for equity of Holdings in connection with the transactions contemplated by the Restructuring Agreement,
together with the Non-Tendered Notes.



Reorganization: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.



Reportable Event: any of the events set forth in Section 4043(b) of ERISA, other than
those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. 4043.



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Required Lenders: at any time, the holders of more than 50% of the sum of (a) the aggregate unpaid principal amount of the Term Loans then outstanding, and (b) the Total Revolving Credit Commitments then in effect
or, if the Revolving Credit Commitments have expired or been terminated, the Aggregate Revolving Credit Outstandings then outstanding.



Requirement of Law: as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.



Responsible Officer: the chief executive officer, president, executive vice president, chief financial officer or chief accounting officer of the Borrower or Holdings, as the case may be, but in any event, with
respect to financial matters, the chief financial officer of the Borrower or Holdings, as the case may be.



Restricted Payments: as defined in Section 7.6.



Restructuring Agreement: the Restructuring Agreement dated as of September 18, 2002, by
and among Holdings, Schoeller Logistic Technologies Holding GmbH, Schoeller Logistic Systems GmbH and the consenting subordinated noteholders party thereto.



Revolving Credit Commitment: as to any Lender, the obligation of such Lender, if any, to make Revolving Credit Loans
and participate in Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading Revolving Credit Commitment opposite such Lenders name on attached Schedule 1.1A or in
the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Revolving Credit Commitments is (i) $88,000,000 during the
period beginning on the Closing Date through and including March 31, 2003, (ii) $89,500,000 during the period beginning on April 1, 2003, through and including June 30, 2003, (iii) $90,500,000 beginning on July 1 2003, through and including
September 30, 2003, and (iv) $91,500,000 at all times thereafter.



Revolving Credit Commitment Period: the period from and including the Closing Date to the Revolving Credit Termination Date.



Revolving Credit Facility: as defined in the definition of Facility.



Revolving Credit Lender: each Lender that
has a Revolving Credit Commitment or that holds Revolving Credit Loans.



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Revolving Credit Loans: as defined in Section 2.3.



Revolving Credit Percentage: as to any Revolving Credit Lender at any time, the percentage determined by dividing such Lenders Revolving Credit Commitment at such time by the
Total Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or terminated, the percentage determined by dividing the aggregate principal amount of such Lenders Revolving Credit Loans by the
then outstanding by the aggregate principal amount of the Revolving Credit Loans then outstanding).



Revolving Credit Termination Date: December 31, 2004.



Revolving Extensions of Credit: as to any Revolving Credit Lender at any time, an amount
equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans held by such Lender then outstanding, and (b) such Lenders Revolving Credit Percentage of the L/C Obligations then outstanding.



ROW IFCO Entities: as defined in Appendix A
attached hereto.



SEC: the
Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.



Security Documents: the collective reference to the Guarantee and Collateral Agreement, the Mortgages, all Foreign
Collateral Agreements and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.



Senior Subordinated Note Indenture: the
Senior Subordinated Note Indenture dated March 8, 2000, as amended prior to the Closing Date.



Single Employer Plan: any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.



Solvent: when used with respect to any Person, means that, as of any date of
determination, (a) the amount of the present fair saleable value of the assets of such Person will, as of such date, exceed the amount of all liabilities of such Person, contingent or otherwise, as of such date, as such
quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the
amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and
(d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) debt means liability on a claim, and (ii) claim means any (x) right to payment, whether or not such a right is
reduced to judgment, liquidated,



24



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unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.



Subsidiary: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of
stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the Board of Directors or other managers
of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a Subsidiary or to Subsidiaries in this Agreement shall refer to a Subsidiary or Subsidiaries of Holdings.



Subsidiary Guarantor: each Subsidiary of Holdings (other than the Borrower and, until such time as they are required to
execute and deliver a Guarantee and Collateral Agreement, the Quebec Subsidiaries).



Synthetic Lease: a lease of property or assets designed to permit the lessee (i) to claim depreciation on such property or assets under U.S. tax law and (ii) to treat such lease as
an operating lease or not to reflect the leased property or assets on the lessees balance sheet under GAAP.



Synthetic Lease Obligations: with respect to any Synthetic Lease, at any time, an amount equal to the higher of (x) the
aggregate termination value or purchase price or similar payments in the nature of principal payable thereunder and (y) the then aggregate outstanding principal amount of the notes or other instruments issued by, and the amount of the equity
investment, if any, in, the lessor under such Synthetic Lease.



Term Loans: as defined in Section 2.1.



Term Loan Facility: as defined in the definition of Facility.



Term Loan Lender: each Lender that is the holder of a Term Loan.



Term Loan Percentage: as to any Term Loan
Lender at any time, the ratio (expressed as a percentage) derived by dividing (a) the aggregate principal amount of such Lenders Term Loans then outstanding by (b) the aggregate principal amount of the Term Loans then outstanding.



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Total
Revolving Credit Commitments: at any time, the aggregate amount of the Revolving Credit Commitments then in effect.



Transferee: any Assignee or Participant.



Type: as to any Loan, its nature as a Base Rate Loan or a LIBOR Loan.



United States: the United States of
America.



Weekly Budget Funding
Deficiency Amount: as defined in Appendix A attached hereto.



Wholly Owned Subsidiary: as to any Person, any other Person all of the Capital Stock of which (other than Directors qualifying shares required by law) is owned by such Person directly and/or through
other Wholly Owned Subsidiaries.



Wholly
Owned Subsidiary Guarantor: any Subsidiary Guarantor that is a Wholly Owned Subsidiary of Holdings.



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



(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto,
(i) accounting terms relating to Holdings and its Subsidiaries not defined in subsection 1.1 and accounting terms partly defined in subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the
words include, includes and including shall be deemed to be followed by the phrase without limitation and (iii) the words asset and property shall be construed to have the same
meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights.



(c) The words hereof, herein and
hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, subsection, Schedule and Exhibit references are to this
Agreement unless otherwise specified.



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



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SECTION 2.
AMOUNT AND TERMS OF COMMITMENTS



2.1 Term
Loans. Subject to the terms and conditions hereof, each Term Loan Lender severally agrees to maintain one term loan to the Borrower in Dollars in an aggregate amount not to exceed the amount of the Term Loan of such Lender outstanding on the
Closing Date as set forth on the attached Schedule 2.1 (each, a Term Loan).



2.2 Repayment of Term Loans. On the last day of each calendar quarter beginning with June 30, 2003, and continuing regularly
thereafter, Borrower will make a mandatory payment of principal on the Term Loans in addition to payment of the interest then due. The mandatory payments shall be made on the following dates in the respective amounts (in the aggregate to be
allocated among the Lenders) set forth opposite such dates:



|Date               |  | Amount    
|------------------ |  | ----------
|June 30, 2003      |  | $1,000,000
|September 30, 2003 |  | 2,000,000 
|December 31, 2003  |  | 2,000,000 
|                  
|March 31, 2004     |  | 2,000,000 
|June 30, 2004      |  | 2,000,000 
|September 30, 2004 |  | 2,000,000 



On December 31, 2004,
the outstanding principal balance of the Term Loans, together with all accrued and unpaid interest thereon shall be due and payable in full. Amounts repaid on the Term Loans may not be reborrowed.



2.3 Revolving Credit Commitments. Subject to the terms
and conditions hereof, each Revolving Credit Lender severally agrees to make revolving credit loans (Revolving Credit Loans) in Dollars to the Borrower from time to time during the Revolving Credit Commitment Period in an
aggregate principal amount at any one time outstanding which, when added to such Lenders Revolving Credit Percentage of the L/C Obligations then outstanding does not exceed the lesser of (x) the amount of such Lenders Revolving Credit
Percentage of the Borrowing Base then in effect and (y) such Revolving Credit Lenders Revolving Credit Commitment then in effect; provided that all Revolving Credit Loans shall be made in accordance with Appendix A attached hereto or such
other procedures as may be approved by Required Lenders. During the Revolving Credit Commitment Period the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all
in accordance with the terms and conditions hereof.



2.4 Procedure for Revolving Credit Loan Borrowing. The Borrower may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment



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Period in accordance with the
procedures set forth in Appendix A attached hereto or such other procedures as may be approved by Required Lenders.



2.5 Cash Collateral Account. On April 1, 2004, and on the first day of each calendar month thereafter, Borrower shall deposit
$1,000,000 into the Cash Collateral Account. No Loan Party shall have the right, power or authority to withdraw or transfer funds from the Cash Collateral Account except in connection with the payment in full of the Obligations. Interest on the Cash
Collateral Account, if any, shall be deposited therein and treated like other funds in such account. Agent will hold all funds at any time in the Cash Collateral Account as security for the Obligations, and during the continuation of an Event of
Default, the Administrative Agent may apply such Collateral from time to time to any Obligations which are then due and payable.



2.6 Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving
Credit Lender a commitment fee in Dollars for the period from and including the Closing Date to the last day of the Revolving Credit Commitment Period, determined by applying a rate of one-half of one percent (.50%) per annum to the average daily
unused amount of the Available Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Credit Termination
Date, commencing on the first of such dates to occur after the date hereof.



(b) The Borrower agrees to pay to the Administrative Agent, for its own account, the fees in the amounts and on the dates previously agreed to in writing by the Borrower and the Administrative Agent.



(c) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a restructuring fee in the aggregate amount of $500,000. $250,000 of such restructuring fee is due and payable and fully earned on the Closing Date. The remaining $250,000 of such restructuring fee
shall be due and payable and fully earned on June 30, 2003; provided that if the Obligations (after giving effect to Section 2.13) are paid in full and the Revolving Credit Commitments are terminated on or before July 30, 2003, the
Borrowers obligation to pay such remaining $250,000 shall be terminated.



2.7 Termination or Reduction of Commitments. The Borrower shall have the right, upon not less than three Business Days notice to the Administrative Agent, to terminate the Revolving Credit
Commitments or, from time to time, to reduce the amount of the Revolving Credit Commitments; provided that no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any
prepayments of the Revolving Credit Loans made on the effective date thereof, the Aggregate Revolving Credit Outstandings would exceed the Total Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole
multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect.



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2.8
Optional Prepayments. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent at least three Business Days prior
thereto in the case of LIBOR Loans, and at least one Business Day prior thereto in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of LIBOR Loans or Base Rate Loans;
provided, that if a LIBOR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.19. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are
Base Rate Loans) accrued interest (excluding the Aggregate PIK Interest in the case of a partial prepayment) to such date on the amount prepaid. Any prepayment of the Loans in whole shall (after giving effect to Section 2.13) include any outstanding
Aggregate PIK Interest. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Any optional prepayment shall be applied first to the principal installments of
the Term Loans ratably in accordance with the then outstanding amounts thereof and thereafter to the Revolving Credit Loans.



2.9 Mandatory Prepayments and Commitment Reductions. (a) The Borrower shall make all mandatory prepayments required pursuant to
Appendix A attached hereto in accordance with the terms set forth therein.



(b) If, at any time for any reason, the Aggregate Revolving Credit Outstandings exceed an amount equal to the lesser of (i) the Borrowing Base on such date and (ii) the Total Revolving Credit
Commitments on such date, the Borrower shall promptly, upon receipt of notice from the Administrative Agent, first prepay the Revolving Credit Loans then outstanding, second pay any Reimbursement Obligations then outstanding and,
last, cash collateralize any outstanding L/C Obligation in an amount equal to such excess.



(c) Holdings and its Subsidiaries shall deliver to the Administrative Agent any cash or Cash Equivalents securing any letter of credit
issued at the application of Holdings or any of its Subsidiaries immediately upon the release of the Lien thereon by the issuer of such letter of credit. The Administrative Agent shall apply all amounts received pursuant to this clause (c) as a
prepayment of the Revolving Credit Loans.



(d)
The Borrower shall deliver to the Administrative Agent the Earnout Amount immediately upon Borrowers receipt thereof. The Administrative Agent shall apply such amount as set forth in Appendix A attached hereto.



2.10 Conversion and Continuation Options. (a) At any
time after December 31, 2003, the Borrower may elect from time to time to convert LIBOR Loans to Base Rate Loans



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by giving the Administrative
Agent at least two Business Days prior irrevocable notice of such election, provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. At any time after December 31,
2003, the Borrower may elect from time to time to convert Base Rate Loans to LIBOR Loans by giving the Administrative Agent at least three Business Days prior irrevocable notice of such election (which notice shall specify the length of the
initial Interest Period therefor), provided that no Base Rate Loan under a particular Facility may be converted into a LIBOR Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility
Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.



(b) Any LIBOR Loan may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term Interest Period set forth in subsection
1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no LIBOR Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative
Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrower shall fail to give any required notice
as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any
such notice the Administrative Agent shall promptly notify each relevant Lender thereof.



2.11 Limitations on LIBOR Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of LIBOR Loans hereunder and all selections of
Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the LIBOR Loans in any LIBOR Tranche shall be equal to $5,000,000 or a whole
multiple of $1,000,000 in excess thereof and (b) there shall be no more than 10 LIBOR Tranches outstanding at any time.



2.12 Interest Rates and Payment Dates. (a) Each LIBOR Loan shall bear interest for each day during each Interest Period with
respect thereto at a rate per annum equal to the Adjusted LIBOR Rate plus the PIK Interest Rate determined for such day.



(b) Each Base Rate Loan shall bear interest at a rate per annum equal to the Adjusted Base Rate plus the PIK Interest Rate determined for
such day.



(c) Notwithstanding the foregoing, (i)
if all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such amount shall bear interest at a rate per annum



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which is equal to the Adjusted
Base Rate or Adjusted LIBOR Rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.12 or the provisions of Section 3.5, as the case may be, in each case plus 2%, and (ii) if all or a portion of
any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum equal to the Adjusted Base Rate plus 2%, in each case, from the date of such non-payment until such amount is paid in full (as well after as before judgment).



(d) On each Interest Payment Date, Borrower shall pay interest that accrued (i) on each LIBOR Loan at the
Adjusted LIBOR Rate and (ii) on each Base Rate Loan at the Adjusted Base Rate. On the Revolving Credit Termination Date, Borrower shall pay the Aggregate PIK Interest except to the extent forgiven pursuant to Section 2.13. Notwithstanding the
foregoing, interest accruing pursuant to paragraph (c) of this Section 2.12 shall be payable from time to time on demand.



2.13 Forgiveness of PIK Interest. Upon payment in full of the Obligations and the termination of the Revolving Credit Commitments
and this Agreement, Lenders shall forgive that percentage of the Aggregate PIK Interest set forth in the following table opposite the period in which such payment and termination occurs.



|Date of Final Payment and Termination                       |  | Portion of Aggregate PIK Interest to be Forgiven                                                            
|----------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------
|On or before June 30, 2003                                  |  | 100% of Aggregate PIK Interest                                                                              
|After June 30, 2003, but on or before July 31, 2003         |  | 90% of Aggregate PIK Interest                                                                               
|After July 31, 2003, but on or before August 31, 2003       |  | 80% of Aggregate PIK Interest                                                                               
|After August 31, 2003, but on or before September 30, 2003  |  | 70% of Aggregate PIK Interest                                                                               
|After September 30, 2003, but on or before October 31, 2003 |  | 60% of Aggregate PIK Interest                                                                               
|After October 31, 2003, but on or before November 30, 2003  |  | 50% of Aggregate PIK Interest                                                                               
|After November 30, 2003, but on or before December 31,2003  |  | 40% of Aggregate PIK Interest                                                                               
|After December 31, 2003, but on or before March 31, 2004    |  | 100% of the interest accrued on the Loans at the PIK Interest Rate during the first calendar quarter of
2004



Concurrently with each
partial prepayment of the Loans made prior to March 31, 2004, the Lenders shall (without duplication) forgive a proportionate share of the Aggregate PIK Interest



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in accordance with the
foregoing table provided that at the time of such payment: (i) the Borrower reduces the Revolving Credit Commitments by the amount of such partial prepayment unless such prepayment is applied exclusively to the Term Loans, (ii) such payment
complies with Section 2.8, (iii) after giving effect to such payment, no Default or Event of Default has occurred and is continuing, and (iv) neither the Collateral nor the recourse of Lenders and the Administrative Agent against any Loan Party is
impaired in connection with such payment.



2.14
Computation of Interest, Fees and Dollar Equivalent. (a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans the rate of
interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable
notify the Borrower and the relevant Lenders of each determination of a LIBOR Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening
of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.



(b) Each determination of an interest rate by
the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.14 (a).



2.15 Inability to Determine Interest Rate. If prior to the first day of any Interest Period:



(a) the Administrative Agent shall have
determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period,
or



(b) the Administrative Agent
shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as
conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,



The Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If
such notice is given (x) any LIBOR Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (y) any Loans under the relevant Facility that were to have



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been converted on the first
day of such Interest Period to LIBOR Loans shall be continued as Base Rate Loans and (z) any outstanding LIBOR Loans under the relevant Facility shall be converted, on the last day of the then current Interest Period, to Base Rate Loans. Until such
notice has been withdrawn by the Administrative Agent, no further LIBOR Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to LIBOR Loans.



2.16 Pro Rata Treatment and Payments. (a)
Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term
Loan Lenders. Amounts prepaid on account of the Term Loans may not be reborrowed.



(b) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective
outstanding principal amounts of the Revolving Credit Loans then held by the Revolving Credit Lenders.



(c) All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, Dallas, Texas time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars, and in
immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Loans) becomes due and payable on a day
other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a LIBOR Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of
principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.



(d) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make
the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the
Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate
of the Administrative Agent submitted to any Lender



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with respect to any amounts
owing under this paragraph shall be conclusive in the absence of manifest error. If such Lenders share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the
Administrative Agent shall also be entitled to recover such amount with interest thereon at the Adjusted Base Rate upon written notice to the Borrower.



(e) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment being made
hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such
assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days of such required date, the
Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal the daily average Federal
Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.



2.17 Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application
thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:



(i) shall subject any Lender to any tax of
any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any LIBOR Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section
2.18 and changes in the rate of tax on the overall net income of such Lender);



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



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



and the result of any of the foregoing is to increase
the cost to such Lender, by an amount that such Lender deems to be material, of making, converting into, continuing or maintaining LIBOR Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim
any



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additional amounts pursuant to
this paragraph, it shall promptly notify the Borrower in writing (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.



(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law
regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from
any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lenders or such corporations capital as a consequence of its obligations hereunder or under or in respect of any
Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lenders or such corporations policies with respect to capital
adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender for such reduction; provided that the Borrower shall not be required to compensateaLender pursuant to this paragraph for any amounts incurred more than six months
prior to the date that such Lender notifies the Borrower of such Lenders intention to claim compensation therefor;and provided further that,if the circumstances giving rise to such claim have a
retroactive effect,then such six-month period shall be extended to include the period of such retroactive effect.



(c) A certificate as to any additional amounts payable pursuant to this subsection submitted by any Lender to the Borrower (with a copy to
the Administrative Agent) shall be conclusive in the absence of manifest error. The obligations of the Borrower pursuant to this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable
hereunder.



2.18 Taxes. (a) All payments
made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as
a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document). If any such non-excluded taxes,
levies, imposts, duties, charges, fees, deductions or withholdings (Non-Excluded Taxes) or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so
payable to the Administrative Agent or such



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Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender
(after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the Borrower shall not be required to
increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lenders failure to comply with the requirements of paragraph (d) or (e) of this subsection or (ii) that are United States
withholding taxes imposed on amounts payable to such Lender at the time the Lender becomes a party to this Agreement, except to the extent that such Lenders assignor (if any) was entitled, at the time of assignment, to receive additional
amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph.



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



(c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as possible
thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If
the Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the
Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure.



(d) Each Lender (or Transferee) that is not a U.S. Person as defined in Section 7701(a)(30) of
the Code (a Non-U.S.Lender) shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two copies of either
U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of portfolio
interest, a statement substantially in the form of Exhibit F and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or
a reduced rate of, U.S. federal withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or,
in the case of any Participant, on or before the date such Participant purchases the related participation). In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by
such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by
the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Non-U.S.



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Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is
not legally able to deliver.



(e) A Lender that
is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall
deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will
permit such payments to be made without withholding or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lenders judgment such completion, execution or
submission would not materially prejudice the legal position of such Lender.



(f) The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.



2.19 Indemnity. The Borrower agrees to indemnify each
Lender and to hold each Lender harmless from any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of LIBOR Loans after the Borrower has
given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from LIBOR Loans after the Borrower has given a notice thereof in accordance with the
provisions of this Agreement or (c) the making of a prepayment of LIBOR Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of
interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in
the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans, provided for herein (excluding, however, the PIK
Interest Rate thereon and the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a
comparable period with leading banks in the London interbank market. A certificate as to any amounts payable pursuant to this subsection submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant
shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.



2.20 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections
2.17 or 2.18(a) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the
object of avoiding the consequences of such event; provided, that such



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designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending
office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this subsection shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant to Section
2.17 or 2.18(a).



SECTION 3. LETTERS OF CREDIT



3.1 L/C Commitment. (a) Subject to the
terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (Letters of Credit) denominated in Dollars for the
account of Holdings or any of its Subsidiaries on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall not have any
obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment, (ii) the Aggregate Revolving Credit Outstandings would exceed the aggregate amount of the Revolving Credit
Commitments of all the Revolving Credit Lenders, or (iii) the Aggregate Revolving Credit Outstandings would exceed the Borrowing Base then in effect. All letters of credit issued pursuant to the Existing Credit Facility shall, at all times on or
after the Closing Date, be deemed to be Letters of Credit for all purposes of this Agreement and the other Loan Documents.



(b) Each Letter of Credit shall (i) be either (x) a standby letter of credit issued to support obligations of Holdings or any of its
Subsidiaries, contingent or otherwise, to finance the working capital and business needs of Holdings or any of its Subsidiaries in the ordinary course of business or (y) a commercial letter of credit issued in respect of the purchase of goods or
services by Holdings or any of its Subsidiaries in the ordinary course of business, (ii) have a face amount of at least $250,000 (unless otherwise agreed by the Issuing Lender) and (iii) expire no later than the earlier of (x) the date that is 12
months after the date of its issuance and (y) the fifth Business Day prior to the Revolving Credit Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional periods (which
shall in no event extend beyond the date referred to in (y) above).



(c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.



3.2 Procedure
for Issuance of Letter of Credit. The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to
the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the
certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures



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and shall promptly issue the
Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and
other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such
Letter of Credit to the Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit
(including the amount thereof).



3.3 Fees and
Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit fee with respect to each Letter of Credit payable in Dollars, computed for the period from
and including the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit at the rate of four percent per annum (on the basis of the actual number of days elapsed over a 360-day year) on the aggregate face amount of
Letters of Credit outstanding during such period, payable in arrears on each L/C Fee Payment Date and on the Revolving Credit Termination Date. Such fee shall be payable to the Administrative Agent to be shared ratably among the Revolving Credit
Lenders in accordance with their respective Revolving Credit Percentages. In addition, the Borrower shall pay to the Issuing Lender, for its own account, a fee equal to 0.25% per annum on the aggregate face amount of outstanding Letters of Credit,
payable in Dollars quarterly in arrears on each L/C Fee Payment Date and on the Revolving Credit Termination Date and calculated on the basis of the actual number of days elapsed over a 360-day year.



(b) In addition to the foregoing fees, the Borrower shall pay
or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.



3.4 L/C Participations. (a) The Issuing
Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases
from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participants own account and risk an undivided interest equal to such L/C Participants Revolving Credit Percentage from time to time in effect in the
Issuing Lenders obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that,
if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in the currency in which such Letter of Credit is
denominated to the Issuing Lender upon demand at the Issuing Lenders address for notices specified herein an amount equal to such L/C Participants then Revolving Credit Percentage of



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the amount of such draft, or any part thereof, which is not so reimbursed; provided that if such
demand is made prior to 12:00 Noon, Dallas, Texas time, on a Business Day such L/C Participant shall make such payment to the Issuing Lender prior to the end of such Business Day and otherwise such L/C Participant shall make such payment on the next
succeeding Business Day.



(b) If any amount
required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three
Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times the daily average Federal Funds Effective Rate, as quoted by the Issuing
Lender, during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (ii) a fraction the numerator of which is the number of days that elapse
during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not in fact made available to the Issuing Lender by such L/C Participant within three Business Days
after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans hereunder.
A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this subsection shall be conclusive in the absence of manifest error.



(c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has
received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of
collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will, if such payment is received prior to 12:00 Noon, Dallas, Texas time, on a Business Day, distribute to such L/C Participant its
pro rata share thereof prior to the end of such Business Day and otherwise the Issuing Lender will distribute such payment on the next succeeding Business Day; provided that in the event that any such payment received by the Issuing Lender
shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.



3.5 Reimbursement Obligation of the Borrower. (a) The Borrower agrees to reimburse the Issuing Lender
on the same Business Day on which a draft is presented under any Letter of Credit and paid by the Issuing Lender; provided that the Issuing Lender provides notice to the Borrower prior to 12:00 Noon, Dallas, Texas time, on such Business Day
and otherwise the Borrower will reimburse the Issuing Lender on the next succeeding Business Day; provided, further, that the failure to provide such notice shall not affect the Borrowers absolute and unconditional obligation to
reimburse the Issuing Lender for any draft paid under any Letter of Credit. The Issuing Lender shall provide notice to the Borrower on such Business Day as a draft



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is presented and paid by the Issuing Lender indicating the amount of (i) such draft so paid and (ii) any
taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in the currency in which the applicable
Letter of Credit is denominated and in immediately available funds.



(b) Interest shall be payable on any and all amounts remaining unpaid by the Borrower under Section 3.5(a) from the date such amounts are drawn until payment in full at the Adjusted Base Rate plus two percent (2%) per
annum (unless such drawing occurs after 11:00 A.M. Dallas, Texas time on the date of drawing and the Borrower would be able to satisfy the conditions to borrowing Revolving Credit Loans on such date in an amount at least equal to the amount of such
drawing, in which case, interest shall be payable for the first day after such drawing at the respective rates for the applicable type of Loans that are not overdue).



(c) Each drawing under any Letter of Credit that is not reimbursed on the due date relating to such drawing
shall constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.4 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing. The
Reimbursement Obligation of the Borrower with respect to a particular drawn Letter of Credit shall be satisfied upon the making of the Revolving Credit Loans pursuant to this Section 3.5(c) and payment with the proceeds thereof to the Issuing Lender
of all amounts owing to it with respect to the applicable, drawn Letter of Credit.



3.6 Obligations Absolute. (a) The Borrowers obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any set-off,
counterclaim or defense to payment which the Borrower may have or have had against the Issuing Lender, any L/C Participant or any beneficiary of a Letter of Credit.



(b) The Borrower also agrees with the Issuing Lender and any L/C Participant that the Issuing Lender and any
L/C Participant shall not be responsible for, and the Borrowers Reimbursement Obligations under Section 3.5(a) shall not be affected by, among other things, (i) the validity or genuineness of documents or of any endorsements thereon, even
though such documents shall in fact prove to be invalid, fraudulent or forged, or (ii) any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or
(iii) any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee.



(c) Neither the Issuing Lender nor any L/C Participant shall be liable for any error, omission, interruption or delay in transmission,
dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Issuing Lenders gross negligence or willful misconduct.



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(d) The
Borrower agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the
standards of care specified in the Uniform Commercial Code of the State of Texas, shall be binding on the Borrower and shall not result in any liability of the Issuing Lender or any L/C Participant to the Borrower.



3.7 Letter of Credit Payments. If any draft shall be
presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of the Issuing Lender to the Borrower in connection with any draft presented for payment under
any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such
presentment are substantially in conformity with such Letter of Credit.



SECTION 4. REPRESENTATIONS AND WARRANTIES



To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, Holdings and the Borrower hereby jointly and severally represent and
warrant to the Administrative Agent and each Lender that:



4.1 Financial Condition. (a) The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2002 and the related statements of income and cash flow, for the nine months then ended
(including the notes thereto), copies of which have heretofore been furnished to each Lender are accurate and complete in all material respects and present fairly the financial condition of Holdings as of such date and the consolidated results of
its operations and its consolidated cash flows for the nine months then ended, in accordance with GAAP. As of the date of such financial statements, there were no material contingent obligations, liabilities for taxes, unusual forward or long-term
commitments, or unrealized or anticipated losses of Holdings or any of its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP or as otherwise disclosed on Schedule 4.1 (which
Schedule will be attached to this Agreement in the form and substance agreed to by the Administrative Agent, Holdings and Borrower on or before the Closing Date).



(b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as at December 31,
2001, and the related consolidated statements of income and of cash flows for the fiscal years ended on such date, reported on by and accompanied by an unqualified report from Arthur Anderson Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year
then ended. Such financial statements,



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including the related schedules and notes thereto, have been prepared in accordance with GAAP applied
consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Holdings does not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any
long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the financial statements referred to
in this paragraph.



4.2 No Change. Since
the Closing Date, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.



4.3 Corporate Existence; Compliance with Law. Each of Holdings and its Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which
it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d)
is in compliance with all Requirements of Law except to the extent that the failure of any of the statements made in clauses (c) and (d) of this Section 4.3 to be correct could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.



4.4 Corporate Power; Authorization;
Enforceable Obligations. Each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit
hereunder. Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the
terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with
the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4 (which Schedule will be attached to this
Agreement in the form and substance agreed to by the Administrative Agent, Holdings and Borrower on or before the Closing Date), which consents, authorizations, filings and notices have been obtained or made and are in full force and effect (ii)
consents, authorizations, filings, notices and other actions required for any Foreign Subsidiary or any direct or indirect Subsidiary of a Foreign Subsidiary to execute, deliver or perform any of its obligations under the Loan Documents to which it
is or will be a party. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation
of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws



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affecting the enforcement of creditors rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).



4.5 No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law applicable to Holdings or any of its Subsidiaries or any Contractual Obligation of Holdings or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective
properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents).



4.6 Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to
the knowledge of Holdings or the Borrower, threatened by or against Holdings or any of its Subsidiaries or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated
hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.



4.7 No Default. Neither Holdings nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a
Material Adverse Effect; provided that there may be a continuing default (the continuing default) under the Remaining Senior Subordinated Notes as a result of Holdings failure to pay certain scheduled interest payments with respect
thereto in 2002 as and when the same became due; provided further, however, that, as of the Closing Date, Holdings has either paid in full or a reserve has been taken against the aggregate amount available for advances under the Revolving Credit
Facility for the payment of all amounts (whether accrued and unpaid interest, penalty or otherwise) that are due and owing, as of the Closing Date, with respect to the Remaining Senior Subordinated Notes. No Default or Event of Default has occurred
and is continuing.



4.8 Ownership of Property;
Liens. Holdings and each of its Subsidiaries has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, and none of such property is subject
to any Lien except as permitted by Section 7.3.



4.9 Intellectual Property. Holdings and each of its Subsidiaries owns, or is licensed or otherwise has the right to use, all Intellectual Property necessary for the conduct of its business as currently conducted. No material
claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does Holdings or the Borrower know of any valid basis for any
such claim. The use of Intellectual Property by Holdings and its Subsidiaries does not infringe on the rights of any Person in any material respect.



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4.10 Taxes. Holdings and each of its Subsidiaries has filed or caused to be filed
all Federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other material taxes, fees or
other charges imposed on it or any of its property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity
with GAAP have been provided on the books of Holdings or its Subsidiaries, as the case may be); no tax Lien has been filed, and, to the knowledge of Holdings and the Borrower, no claim is being asserted, with respect to any such tax, fee or other
charge.



4.11 Federal Regulations. No part
of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for buying or carrying any margin stock within the respective meanings of each of the quoted terms under Regulation U as now
and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender
a statement to the foregoing effect in conformity with the requirements of FR Form U-1 referred to in Regulation U.



4.12 Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are
no strikes or other labor disputes against Holdings or any of its Subsidiaries pending or, to the knowledge of Holdings or the Borrower, threatened; (b) hours worked by and payment made to employees of Holdings and its Subsidiaries have not been in
violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from Holdings or any of its Subsidiaries on account of employee health and welfare insurance have been paid or
accrued as a liability on the books of Holdings or the relevant Subsidiary.



4.13 ERISA. Neither a Reportable Event nor an accumulated funding deficiency (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year
period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan
has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last
annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity
has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to
any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely



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preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in
Reorganization or Insolvent.



4.14 Investment
Company Act; Other Regulations. No Loan Party is an investment company, or a company controlled by an investment company, within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is
subject to regulation under any Requirement of Law (other than Regulation X of the Board) that limits its ability to incur Indebtedness.



4.15 Subsidiaries. Except as disclosed to the Administrative Agent by Holdings in writing from time to time after the Closing Date,
(a) Schedule 4.15 (which Schedule will be attached to this Agreement in the form agreed to by the Administrative Agent, Holdings and Borrower on or before the Closing Date) sets forth the name and jurisdiction of incorporation of each
Subsidiary of Holdings (other than the Borrower) and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other
agreements or commitments (other than stock options granted to employees or Directors and Directors qualifying shares) of any nature relating to any Capital Stock of Holdings or any of its Subsidiaries, except as created by the Loan Documents.



4.16 Use of Proceeds. The proceeds of the
initial Revolving Credit Loans shall be used to refinance the revolving credit loans outstanding under the Existing Agreement, and the proceeds of all other Revolving Credit Loans and the Letters of Credit shall be used to make capital expenditures
and to finance the working capital needs of the Borrower and its Subsidiaries in the ordinary course of business in accordance with the Approved Budgets within the variances and as modified in accordance with Appendix A attached hereto. The proceeds
of the Term Loans shall be used to refinance the term loans outstanding under the Existing Agreement.



4.17 Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:



(a) the facilities and properties owned, leased
or operated by Holdings or any of its Subsidiaries (the Properties) do not contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or could give rise to liability under,
any applicable Environmental Law;



(b) neither
Holdings nor any of its Subsidiaries have received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any
of the Properties or the business operated by Holdings or any of its Subsidiaries (the Business), nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;



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(c) Materials
of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern
been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;



(d) no judicial proceeding or governmental or administrative
action is pending or, to the knowledge of Holdings and the Borrower, threatened, under any Environmental Law to which Holdings or any of its Subsidiaries is or will be named as a party with respect to the Properties or the Business, nor are there
any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;



(e) there has been no release or threat of release of
Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of Holdings or any of its Subsidiaries in connection with the Properties or otherwise in connection with the Business, in violation of or in
amounts and in a manner that could give rise to liability under applicable Environmental Laws;



(f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at,
under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and



(g) neither Holdings nor any of its Subsidiaries have assumed any liability of any other Person under Environmental Laws.



4.18 Accuracy of Information, etc. No statement or
information contained in this Agreement, any other Loan Document, or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the
transactions contemplated by this Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact
necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed
by management of Holdings and the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or
periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not
been expressly disclosed herein, in the other Loan Documents in any other documents, certificates and statements



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furnished to the Administrative Agent and the Lenders for use in connection with the transactions
contemplated hereby and by the other Loan Documents.



4.19 Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the
Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the
case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest may be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction in the United
States, when financing statements and other filings specified on Schedule 4.19(a) (which Schedule will be attached to this Agreement in the form and substance agreed to by the Administrative Agent, Holdings and Borrower on or before the
Closing Date) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall to the extent provided in such agreement constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person
(except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).



(b) Upon the execution and delivery thereof, each Foreign Collateral Agreement will be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and
enforceable security interest in the Collateral described therein and proceeds thereof. When all filings and public recordations described in each Foreign Collateral Agreement are made in the appropriate jurisdictions as described in such Foreign
Collateral Agreements, each Foreign Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the
obligations described therein, in each case prior and superior in right to any other Person.



(c) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein
and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in
the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Liens permitted under Section 7.3). Schedule
1.1B lists each interest in real property in the United States owned in fee simple or leased (as lessee) by the Borrower or any of its Subsidiaries as of December 1, 2002.None of Holdings and its Foreign Subsidiaries owns any real
property in fee simple.



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4.20
Solvency. Each Loan Party is, and after giving effect to incurrence of all Indebtedness and obligations being incurred in connection herewith will be and will continue to be, Solvent.



4.21 Regulation H. No Mortgage encumbers improved real
property (other than real property with respect to which the Borrower has agreed to provide flood insurance to the Administrative Agent pursuant to this Agreement) that is located in an area that has been identified by the Secretary of Housing and
Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968.



4.22 No Burdensome Restrictions. No Requirement of Law or Contractual Obligation of Holdings or any of its Subsidiaries could
reasonably be expected to have a Material Adverse Effect.



SECTION 5. CONDITIONS PRECEDENT



5.1 Conditions to Initial Extension of Credit. This Agreement shall become effective, and the Existing Agreement shall be amended and restated in accordance with the terms of this Agreement, on the date that the following
conditions precedent have been satisfied.



(a)
Third Amended and Restated Credit Agreement. The Administrative Agent shall have received copies of this Agreement, executed and delivered by the Borrower and Holdings, with a counterpart for each Lender, and executed and delivered by each
Lender.



(b) Proceedings of the Borrower.
The Administrative Agent shall have received, with a counterpart for each Lender, a copy of the resolutions of the Board of Directors of the Borrower, in form and substance satisfactory to the Administrative Agent, authorizing (i) the execution,
delivery and performance of this Agreement and each other Loan Document to which Borrower is a party and (ii) the borrowings contemplated hereunder, certified by the Secretary or an Assistant Secretary of the Borrower as of the date of this
Agreement, which certificate shall be substantially in the form of Exhibit G to this Agreement and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.



(c) Fees. The Administrative Agent and the Lenders
shall have received their respective fees to be received on or by the Closing Date as separately agreed upon with the Borrower.



(d) Legal Opinion of Counsel to Loan Parties. The Administrative Agent shall have received, with a counterpart for each Lender, the
executed legal opinions of counsel to the Loan Parties covering such matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.



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(e) Security Documents. The Administrative Agent shall have received each Security
Document executed and delivered by the Loan Parties.



(f) Subordination Agreement. The Administrative Agent shall have received a Subordination Agreement, in form and substance satisfactory to the Required Lenders, executed and delivered by each of the Loan Parties, pursuant to
which each Loan Party subordinates all intercompany Indebtedness to the Obligations.



(g) Intercompany Notes. The Administrative Agent shall have received original Intercompany Notes, in form and amount satisfactory to the Administrative Agent, executed and delivered by the Loan
Parties in suitable form for transfer by delivery with endorsement in favor of the Administrative Agent.



(h) Proceedings of each Loan Party. The Administrative Agent shall have received, with a counterpart for each Lender, a copy of the
resolutions of the Board of Directors of Holdings and each Subsidiary Guarantor authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which it is a party, certified by the Secretary or Assistant Secretary of
such Loan Party as of the date of this Agreement, which certificate shall be substantially in the form of Exhibit G to this Agreement and shall state that the resolutions thereby certified have not been amended, modified, revoked or
rescinded.



(i) Organizational Documents.
The Administrative Agent shall have received, with a counterpart for each Lender, (i) a copy of the charter documents of each Loan Party and all amendments thereto, certified by the appropriate official of such Loan Partys state or country of
organization and (ii) a copy of any bylaws, partnership agreement or regulations of such Loan Party, certified by the Secretary or Assistant Secretary of such Loan Party as being a true, correct and complete copy.



(j) Certificates of Existence and Good Standing. The
Administrative Agent shall have received a certificate (or certificates) of the due formation, valid existence and good standing of each Loan Party in its state or country of organization, issued by the appropriate authorities of such jurisdiction,
and a certificate (or certificates) of each Loan Partys good standing and due qualification to do business, issued by appropriate officials in any states in which such Loan Party owns property subject to Security Documents.



(k) Initial IFCO Budget. Holdings shall have delivered
the Initial IFCO Budget to the Administrative Agent and each Lender .



(l) Lien Searches. The Administrative Agent shall have received lien search results from lien searches conducted for each entity and jurisdiction deemed relevant by the Administrative Agent, and such search results
shall reveal no material Liens on any assets of Holdings or its Subsidiaries other than liens permitted by this Agreement.



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(m) Service of Process. Holdings shall have appointed an appropriate agent for
service of process in Dallas, Texas satisfactory to the Administrative Agent, and shall have furnished evidence to the Administrative Agent of such appointment and the acceptance thereof by such agent.



(n) Restructuring Agreement. All transactions
contemplated by the Restructuring Agreement shall have been consummated to the satisfaction of the Administrative Agent, and Holdings shall have delivered a copy of each material document and agreement executed in connection with the transactions
contemplated thereby, in each case certified as a true, correct and complete copy thereof by the Secretary or Assistant Secretary of Holdings.



(o) Business Plan. Holdings shall have delivered to the Administrative Agent and each Lender, a copy of the business plan of
Holdings and its Subsidiaries for the period beginning on October 1, 2002 and ending on December 31, 2007, in form satisfactory to the Administrative Agent.



(p) Bromley Subordinated Debt. The Bromley Subordinated Debt shall have been restated on terms and conditions satisfactory to the
Administrative Agent, and the Administrative Agent shall have received copies of the executed Bromley Settlement Documents certified as being true, correct and complete copies by the Secretary or Assistant Secretary of the Borrower.



(q) Opinions of Counsel to Administrative Agent. The
Administrative Agent shall have received the executed legal opinions of special local counsel to the Administrative Agent, each in form and substance satisfactory to the Administrative Agent, regarding the perfection of the Liens granted in the
Foreign Collateral Agreements and such other matters incident thereto as the Administrative Agent may reasonably require.



5.2 Conditions to Each Extension of Credit. The agreement of each Lender to make any extension of credit requested to be made by it
on any date (including its initial extension of credit) is subject to the satisfaction of the following conditions precedent:



(a) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan
Documents shall be true and correct on and as of such date as if made on and as of such date (except to the extent a particular representation and warranty specifically relates to an earlier date, in which case, such representation and warranty
shall have been true and correct as of such earlier date).



(b) No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.



(c) Borrowing Base. After giving effect to such
extension of credit the Borrowing Base shall be equal to or greater than the Aggregate Revolving Credit Outstandings.



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(d) No
Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Holdings or the Borrower, threatened by or against Holdings or any of its Subsidiaries or against any
of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.



Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 5.2 have been satisfied.



SECTION 6. AFFIRMATIVE COVENANTS



Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitments remain in
effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, each of Holdings and the Borrower shall and shall cause each of its Subsidiaries to:



6.1 Financial Statements. Furnish to the Administrative
Agent and each Lender:



(a) as soon as available,
but in any event within 120 days after the end of each fiscal year of Holdings, a copy of the audited consolidated and unaudited consolidating balance sheets of Holdings and its consolidated Subsidiaries as at the end of such year and the related
audited consolidated and unaudited consolidating statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, in the case of such consolidated financial
statements, without a going concern or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young L.L.P. or other independent certified public accountants of nationally recognized
standing;



(b) as soon as available, but in any
event not later than 60 days after the end of the fiscal quarter ending December 31, 2002, and each fiscal quarter thereafter, the unaudited consolidated and consolidating balance sheets of Holdings and its consolidated Subsidiaries as at the end of
such quarter and the related unaudited consolidated and consolidating statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the
figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments).



(c) as soon as available, but in any event not later than 45 days after the end of each calendar month
commencing with the calendar month ending December 31, 2002, and



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thereafter, the unaudited consolidated balance sheets of Holdings and its consolidated Subsidiaries as at
the end of such calendar month and the related unaudited consolidated statements of income and of cash flows for such calendar month and the portion of the fiscal year through the end of such calendar month, setting forth in each case in comparative
form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); and



All such financial statements shall be complete and correct in all material respects, shall be in English and denominated in
U.S. dollars and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and
disclosed therein).



6.2 Certificates; Other
Information. Furnish to the Administrative Agent and each Lender (or, in the case of clause (g), to the relevant Lender):



(a) concurrently with the delivery of the financial statements referred to in subsection 6.1(a), a certificate of the independent
certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default under Section 7.1 hereof, except as specified in such
certificate;



(b) concurrently with the delivery
of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer of Holdings stating that, to the best of each such Responsible Officers knowledge, each Loan Party during such period has observed or performed all
of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no
knowledge of any Default or Event of Default except as specified in such certificate and (ii) (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by Holdings and its Subsidiaries with the
provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of Holdings, as the case may be, (y) to the extent not previously disclosed to the Administrative Agent, a listing of any additional countries
or any states within the United States where any Loan Party keeps inventory or equipment and of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the
first such list so delivered, since the Closing Date) and (z) to the extent not previously disclosed to the Administrative Agent any change in the name or organizational structure (including jurisdiction of organization) of any Loan Party and of any
merger or consolidation of any Loan Party into any other Loan Party since the date of the most recent list delivered pursuant to this clause (z) (or, in the case of the first such list so delivered, since the Closing Date), together with certified
copies of any applicable merger documents or amendments to organizational documents;



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(d) within
five days after the same are sent, copies of all financial statements and reports that Holdings sends to the holders of any class of its debt securities or public equity securities and, within five days after the same are filed, copies of all
financial statements and reports that Holdings or the Borrower may make to, or file with, the SEC;



(e) no later than the 15th Business Day after the end of each calendar month (and, with respect to Eligible Receivables only, within 10
days of any date on which the Administrative Agent reasonably makes a request therefor), a Borrowing Base Certificate, certified by a Responsible Officer of Holdings and the Borrower as being true and accurate in all material respects, setting forth
Holdings calculation of the Borrowing Base as of the date specified in such certificate (which, with respect to the Borrowing Base Certificate delivered on the 15thBusiness Day after the end of each calendar month, shall be the date of the last day of the calendar month with respect to which such Borrowing Base
Certificate is delivered);



(f) within the time
periods set forth in Appendix A attached hereto, each report required in Appendix A; and



(g) promptly, such additional financial and other information as any Lender may from time to time reasonably request.



6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they
become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with
respect thereto have been provided on the books of Holdings or any of its Subsidiaries, as the case may be.



6.4 Maintenance of Existence; Compliance. (a)(i) Preserve, renew and keep in full force and effect its corporate existence and (ii)
take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above, to
the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.



6.5 Maintenance of Property; Insurance. (a) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and (b) maintain with financially sound and
reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the
same general area by companies engaged in the same or a similar business.



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6.6
Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in
relation to its business and activities and (b) permit representatives of the Administrative Agent or any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and
as often as may reasonably be desired (but, in the absence of a Default or Event of Default, not more than once per fiscal quarter) and to discuss the business, operations, properties and financial and other condition of Holdings and its
Subsidiaries with officers and employees of Holdings and its Subsidiaries and, in the presence of representatives of Holdings or the Borrower, with its independent certified public accountants.



6.7 Notices. Promptly give notice to the Administrative
Agent and each Lender of:



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



(b)
any (i) default or event of default under any Contractual Obligation of Holdings or any of its Subsidiaries or (ii) litigation, investigation or proceeding that may exist at any time between Holdings or any of its Subsidiaries and any Governmental
Authority, that in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;



(c) any litigation or proceeding affecting Holdings or any of its Subsidiaries (i) in which the amount involved is $100,000 or more and
not covered by insurance, (ii) in which injunctive or similar relief is sought or (iii) which relates to any Loan Document;



(d) the following events, as soon as possible and in any event within 30 days after the Borrower or Holdings knows or has reason to know
thereof: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization
or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the
termination, Reorganization or Insolvency of, any Plan; and



(e) any development or event that has had or could reasonably be expected to have a Material Adverse Effect.



Each notice pursuant to this Section 6.7 shall be accompanied by a statement of a Responsible Officer of Holdings setting forth details of the occurrence
referred to therein and stating what action Holdings or the relevant Subsidiary proposes to take with respect thereto.



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6.8
Environmental Laws. (a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply in all material respects with
and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws.



(b) Conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities with jurisdiction regarding applicable
Environmental Laws.



6.9 Collateral. (a)
With respect to any property in which Holdings or any of its Subsidiaries now or hereafter has any interest (other than (w) any property described in paragraph (b), or (c) below, (x) any property subject to a Lien expressly permitted by Section
7.3(g), and (y) any property with respect to which the Administrative Agent determines, in its sole discretion, that the value of the perfection of a security interest in such property would not justify the cost of perfecting a security interest
therein) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other
documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and
Collateral Agreement or by law or as may be requested by the Administrative Agent. Notwithstanding the foregoing, the Quebec Subsidiaries shall not be required to execute and deliver the Guarantee and Collateral Agreement so long as on or before
June 30, 2003, either (a) each Quebec Subsidiary merges or consolidates with or into IFCO Canada, and IFCO Canada is the continuing or surviving corporation or (b) each Quebec Subsidiary (i) transfers all of its assets to IFCO Canada, (ii) ceases
doing business, and (iii) thereafter owns no assets. In the event, the Quebec Subsidiaries have not merged or consolidated with, or transferred all of their assets to, IFCO Canada on or before July 31, 2003, Borrower and Holdings shall cause each
Quebec Subsidiary to promptly (i) execute and deliver the Guarantee and Collateral Agreement, (ii) take such other steps as the Adminstrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a
security interest in all property of such Quebec Subsidiary, and (iii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in all property of such
Quebec Subsidiary.



(b) With respect to any fee
interest in any real property now or hereafter owned by Holdings or any of its Subsidiaries (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g) or (y) any such real property that the Administrative



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Agent determines, in its sole discretion, is de minimis in value), promptly (i) execute and deliver a
first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering
such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyors
certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage or deed of trust, each of the foregoing in form and substance reasonably satisfactory to the
Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent.



(c) With respect to any new Subsidiary created or acquired after the Closing Date by Holdings, or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral
Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by
Holdings or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (to the extent such Capital Stock is in certificated form), together with undated stock powers, in blank, executed and
delivered by a duly authorized officer of Holdings or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to
the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform
Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such
Subsidiary, substantially in the form of Exhibit G, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters
described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.



(d) With respect to all Indebtedness of Holdings to any Subsidiary or of Borrower or any Subsidiary Guarantor to Holdings or any other
Subsidiary, (i) such Indebtedness shall be evidenced by the Intercompany Notes in form satisfactory to the Administrative Agent, (ii) such Indebtedness shall be subject to the security interest granted in the Guarantee and Collateral Agreement, and
(iii) each Intercompany Note executed after the Closing Date shall be promptly delivered to the Administrative Agent in suitable form for transfer by delivery with endorsement in favor of the Administrative Agent.



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SECTION 7.
NEGATIVE COVENANTS



Holdings and the Borrower
hereby jointly and severally agree that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, each of Holdings and the
Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:



7.1 Financial Condition Covenants.



(a) Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of Holdings ending with any fiscal
quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter:



|Fiscal Year |  | Fiscal Quarter |  | Ratio       
|----------- |  | -------------- |  | ------------
|2002        |  | Fourth         |  | 3.53 to 1.00
|           
|2003        |  | First          |  | 3.36 to 1.00
|            |  | Second         |  | 3.19 to 1.00
|            |  | Third          |  | 3.11 to 1.00
|            |  | Fourth         |  | 3.13 to 1.00
|           
|2004        |  | First          |  | 2.84 to 1.00
|            |  | Second         |  | 2.65 to 1.00
|            |  | Third          |  | 2.57 to 1.00



(b)
Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of Holdings ending with any fiscal quarter set forth below to be less than the ratio set forth below
opposite such fiscal quarter:



|Fiscal Year |  | Fiscal Quarter |  | Ratio       
|----------- |  | -------------- |  | ------------
|2002        |  | Fourth         |  | 1.00 to 1.00
|           
|2003        |  | First          |  | 1.40 to 1.00
|            |  | Second         |  | 1.20 to 1.00
|            |  | Third          |  | 0.80 to 1.00
|            |  | Fourth         |  | 0.60 to 1.00
|           
|2004        |  | First          |  | 0.40 to 1.00
|            |  | Second         |  | 0.50 to 1.00
|            |  | Third          |  | 0.70 to 1.00



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(c) Capital
Expenditures. Permit the aggregate capital expenditures of Holdings and its Subsidiaries in any fiscal quarter to exceed (i) $8,800,000 in the fiscal year 2003, and (ii) $10,400,000 in the fiscal year 2004.



(d) Minimum Free Cash Flow. Permit the Minimum Free
Cash Flow as at the last day of any period set forth below to be less than the amount set forth opposite such period:



|Applicable Periods                   |  | Amount |           
|------------------------------------ |  | ------ | ----------
|October 1, 2002  December 31 2002   |  | $      | (115,000  
|October 1, 2002  March 31, 2003     |  | $      | 6,100,000 
|October 1, 2002  June 30, 2003      |  |        | 8,000,000 
|October 1, 2002  September 30, 2003 |  |        | 13,700,000
|                                    
|January 1, 2003  December 31, 2003  |  |        | 9,900,000 
|April 1, 2003  March 30, 2004       |  |        | 7,400,000 
|July 1, 2003  June 30, 2004         |  |        | 10,600,000
|October 1, 2003  September 30, 2004 |  |        | 15,000,000



(e)
Average Crate Deposit Liability. Permit the Average Crate Deposit Liability as of the last day of any fiscal quarter of Holdings to be less than $75,000,000 for such fiscal quarter.



(f) Aggregate European Transportation Costs. Permit the Aggregate Delivery and Collection Costs for
any fiscal quarter of Holdings to be greater than forty-three percent (43%) of the Aggregate RTC Rental Revenue for such fiscal quarter.



(g) Conversion. For purposes of calculating the financial covenants set forth in clauses (a) through (f) of this Section 7.1, on
any date of determination, the equivalent in Dollars of all Euro Amounts as of such day shall be calculated by multiplying the Euro Amounts by the Applicable Exchange Rate for such day.



As used in this clause (g), the following terms have the meanings given below.



Actual Exchange Rate: as
of any date of determination, the rate at which Euros may be exchanged into Dollars, as set forth on such date on the relevant FWDS Series Reuters currency page at or about 11:00 A.M., Dallas, Texas, time on such date. In the event such rate does
not appear on any such Reuters page, the Actual Exchange shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower.



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Adjusted Rate: as of any date of determination on which the Excess Exchange Rate Variance is greater than zero, (i) if the Actual Exchange Rate is greater than the Deemed Rate, the sum of (x) the Deemed Rate for
such day plus (y) the Excess Exchange Rate Variance for such day, or (ii) if the Actual Exchange Rate is less than the Deemed Rate, the remainder of (x) the Deemed Rate minus (y) the Excess Exchange Rate Variance for such day.



Applicable Exchange
Rate: as of any date of determination, the Deemed Rate, provided that, on any day that the Excess Exchange Rate Variance is greater than zero, the Applicable Exchange Rate for such day shall be the Adjusted Rate.



Deemed Rate: as of any
date of determination, (i) 0.9925 during the period from October 1, 2002 through and including, December 31, 2002, and (ii) 0.9850, at all times thereafter.



Euro Amount: any amount either (i) originally measured or expressed in Euros or (ii) originally
measured or expressed in any currency other than Dollars or Euros that has been converted to Euros.



Excess Exchange Rate Variance: as of any date of determination, the remainder of (i) the Exchange Rate
Variance for such day minus (ii) three percent (3%).



Exchange Rate Variance: as of any date of determination, the result (expressed as an absolute value percentage) of (i) the remainder of (x) the Actual Exchange Rate minus (y)
the Deemed Rate divided by (ii) the Actual Exchange Rate.



7.2 Indebtedness. Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:



(a) Indebtedness of any Loan Party pursuant to any Loan Document (including the L/C Commitment);



(b) unsecured Indebtedness of Holdings to any Subsidiary and
of Borrower or any Wholly Owned Subsidiary Guarantor to Holdings or any other Subsidiary, which has been subordinated to the Obligations upon terms and conditions satisfactory to Required Lenders in their sole and absolute discretion;



(c) Guarantee Obligations incurred in the ordinary course of
business by Holdings or any of its Subsidiaries of obligations of any Wholly Owned Subsidiary Guarantor;



(d) Indebtedness outstanding on the date hereof and listed on Schedule 7.2(d) (which Schedule will be attached to this Agreement in
the form agreed to by the Administrative Agent, Holdings and Borrower on or before the Closing Date) and, except with respect to (i) any



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factoring agreements listed
thereon, (ii) the letters of credit designated on such schedule to be replaced by the Issuing Lender and (iii) the letters of credit designated in Part II of Annex 1 to such schedule, any refinancings, refundings, renewals or extensions thereof
(without increasing, or shortening the maturity of, the principal amount thereof);



(e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by subsection 7.3(g) in an aggregate principal amount not to exceed $35,000,000 at any one time
outstanding;



(f) Hedge Agreements in respect of
Indebtedness otherwise permitted hereby that bears interest at a floating rate, so long as such agreements are not entered into for speculative purposes;



(g) Indebtedness of Holdings and its Subsidiaries in respect of (1) the letters of credit listed in Part I of Annex 1 to Schedule
7.2(d) and any renewals thereof, (2) new letters of credit issued to secure lease obligations in cases where the Issuing Lender does not meet the requirements to issue such letter of credit under the terms of the lease, provided that the
aggregate principal amount of such Indebtedness does not exceed $100,000 at any one time outstanding, (3) new letters of credit issued pursuant to a Requirement of Law in cases where the Issuing Lender does not meet the requirements to issue such
letter of credit under the Requirement of Law, and (4) letters of credit issued to secure deposits and similar obligations, provided that (i) the aggregate principal amount of such Indebtedness not exceed $100,000 at any one time outstanding and
(ii) such Indebtedness is incurred in the ordinary course of business;



(h) Indebtedness associated with Capital Lease Obligations in an aggregate amount in excess of the amounts permitted by clause (e) above; provided that, (i) the assets associated with such transaction are existing
assets of Holdings or its Subsidiaries and not new or recently-acquired assets, (ii) the Net Cash Proceeds received from such Indebtedness are used to prepay the Term Loans, or if the Term Loans have been repaid in full, to permanently reduce the
Revolving Credit Commitments, and (iii) such transaction is upon fair and reasonable terms no less favorable to Holdings, the Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arms length transaction with a
Person that is not an Affiliate.



7.3
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for:



(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate
reserves with respect thereto are maintained on the books of Holdings or its Subsidiaries, as the case may be, in conformity with GAAP;



(b) carriers, warehousemens, mechanics, materialmens, repairmens or other like Liens and Liens for salvage
and general average arising in the ordinary course of business



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that are not overdue for a period of more than 30 days or that are being contested in good faith by
appropriate proceedings;



(c) pledges or deposits
in connection with workers compensation, unemployment insurance and other social security legislation;



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



(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the
aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Holdings or any of its Subsidiaries;



(f) Liens in existence on the date hereof listed
on Schedule 7.3(f) (which Schedule will be attached to this Agreement in the form and substance agreed to by the Administrative Agent, Holdings and Borrower on or before the Closing Date), securing Indebtedness permitted by Section 7.2(d),
provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased;



(g) Liens securing Indebtedness of Holdings or any of its Subsidiaries incurred pursuant to Section 7.2(e) to
finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property
other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased;



(h) Liens securing Indebtedness of Holdings or any of its Subsidiaries incurred pursuant to Section 7.2(i), provided that (i) such
Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased;



(i) Liens created pursuant to the Security Documents; and



(j) any interest or title of a lessor under any lease entered
into by Holdings or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased.



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7.4
Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of, all or substantially all of its property or business, except that:



(a) any Subsidiary of Holdings (other than the
Borrower) may be merged or consolidated with or into Holdings (provided that Holdings shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that the Wholly Owned Subsidiary
Guarantor shall be the continuing or surviving corporation); provided further that (i) Holdings shall have given written notice of such merger or consolidation to the Administrative Agent at least thirty (30) days prior thereto, (ii) the
Administrative Agent shall promptly receive a certified copy of the merger or consolidation documents, (iii) the surviving entity shall execute such amendments to the Guarantee and Collateral Agreement and take such other actions as the
Administrative Agent deems necessary or advisable to ratify and continue the Administrative Agents perfected first priority security interest in all assets (after giving effect to such merger or consolidation) of such surviving entity, and
(iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinion shall be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.



(b) any Subsidiary of
Holdings may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Holdings or any Wholly Owned Subsidiary Guarantor.



7.5 Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any
Subsidiary, issue or sell any shares of such Subsidiarys Capital Stock to any Person, except:



(a) the Disposition of obsolete, worn out, idle, duplicative or otherwise excess property in the ordinary course of business;



(b) the sale of inventory in the ordinary course
of business;



(c) Dispositions
permitted by Section 7.4(b);



(d) the sale or
issuance of any Subsidiarys Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor;



(e) the Disposition of Accounts of Holdings or any of its Subsidiaries in connection with factoring transactions permitted under Section
7.2(d);



(f) the Disposition of assets in
connection with sale leaseback transactions which are permitted by Section 7.10; and



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(g) the
Disposition of other property having a fair market value not to exceed $2,000,000 in the aggregate for any fiscal year of Holdings.



7.6 Restricted Payments. (i) Declare or pay any dividend (other than dividends payable solely in common stock of the Person making
such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings or any of its Subsidiaries,
whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings or any of its Subsidiaries, and (ii) any payment or prepayment of
principal of, premium or penalty, if any, interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to the Bromley Subordinated Debt (collectively,
Restricted Payments), except that any Subsidiary of Holdings may make Restricted Payments to Holdings or any Wholly Owned Subsidiary Guarantor.



7.7 Investments. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or
capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing,
Investments), except:



(a)
extensions of trade credit in the ordinary course of business;



(b) Investments in Cash Equivalents;



(c) Guarantee Obligations permitted by Section 7.2;



(d) Investments not otherwise permitted under this Section 7.7 and which are described on the attached Schedule 7.7(d) (which Schedule will be attached to this Agreement in the form and substance agreed to by the
Administrative Agent, Holdings and Borrower on or before the Closing Date); and



(e) intercompany Investments by Holdings or any of its Subsidiaries in Holdings or any Person that, prior to such investment, is Borrower or a Wholly Owned Subsidiary Guarantor.



7.8 Optional Payments and Modifications of Certain Debt
Instruments. (a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Bromley Subordinated Debt, or (b) amend,
modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Bromley Subordinated Debt (other than any such amendment, modification, waiver or other change that (i) would
extend the maturity or reduce the amount of any payment of principal



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thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve
the payment of a consent fee).



7.9
Transactions with Affiliates. Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than
Holdings, the Borrower or any Wholly Owned Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of Holdings, the Borrower or such Subsidiary, as the case may be, and
(c) upon fair and reasonable terms no less favorable to Holdings, the Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arms length transaction with a Person that is not an Affiliate.



7.10 Sales and Leasebacks. Enter into any arrangement
with any Person providing for the leasing by Holdings or any of its Subsidiaries of real or personal property that has been or is to be sold or transferred by Holdings or such Subsidiary to such Person or to any other Person to whom funds have been
or are to be advanced by such Person on the security of such property or rental obligations of Holdings or such Subsidiary; provided that, with the consent of the Administrative Agent (not to be unreasonably withheld), (i) the assets
associated with such transaction are existing assets of Holdings or its Subsidiaries and not new or recently-acquired assets, (ii) the Net Cash Proceeds received from such Indebtedness are used to prepay the Term Loans, or if the Term Loans have
been repaid in full, to permanently reduced the Revolving Credit Commitments, and (iii) such transaction is upon fair and reasonable terms no less favorable to Holdings, the Borrower or such Subsidiary, as the case may be, than it would obtain in a
comparable arms length transaction with a Person that is not an Affiliate.



7.11 Changes in Fiscal Periods. Permit the fiscal year of Holdings to end on a day other than December 31 (or on the last Sunday in December) or change Holdings method of determining
fiscal quarters.



7.12 Negative Pledge
Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues to
secure the Obligations, whether now owned or hereafter acquired, other than (a) this Agreement and the other Loan Documents and (b) any agreements governing any purchase money Liens, Capital Lease Obligations or Synthetic Lease Obligations otherwise
permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).



7.13 Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of any Subsidiary of Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, Holdings or any other Subsidiary of Holdings, (b) make loans or
advances to, or other Investments in, Holdings or any other Subsidiary of Holdings or (c) transfer any of its assets to Holdings or any other Subsidiary of Holdings, except



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for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under
the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.



7.14 Lines of Business. Enter into any
business, either directly or through any Subsidiary, except for those businesses in which Holdings and its Subsidiaries will be engaged immediately after giving effect to the Merger or that are reasonably related thereto.



7.15 Letters of Credit. At any time after February 24,
2003, owe or be liable with respect to any Indebtedness to any Person other than the Administrative Agent and Lenders under or in respect of any letter of credit other than the letters of credit permitted under Section 7.2(g).



SECTION 8. EVENTS OF DEFAULT



If any of the following events shall occur and be continuing:



(a) the Borrower shall fail to pay any principal
of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document,
within five (5) days after any such interest or other amount becomes due in accordance with the terms hereof; or



(b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any
certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or
deemed made; or



(c) the Aggregate Revolving
Credit Outstandings on any day exceed an amount equal to the lesser of (i) the Borrowing Base on such date and (ii) the Total Revolving Credit Commitments on such date, and the Borrower fails to cure such Borrowing Base deficiency in accordance with
Section 2.9(b); or



(d) (i) any Loan Party shall
default in the observance or performance of any agreement contained in clause (i) or (ii) of Section 6.4(a) (with respect to Holdings and the Borrower only), Section 6.7(a)(ii), or Section 7 of this Agreement, or Sections 5.6 and 5.8(b) of the
Guarantee and Collateral Agreement or (ii) an Event of Default under and as defined in any Mortgage shall have occurred and be continuing; or



(e) any Loan Party shall default in the observance or performance of any provision of Appendix A; provided, however, that if such default
on the part of any such Loan



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Party is attributable solely to circumstances outside of the control of such Loan Party, such default
shall not constitute an Event of Default hereunder unless such default shall continue unremedied for a period of two (2) Business Days after its occurrence; or



(f) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan
Document (other than as provided in paragraphs (a) through (e) of this subsection), and such default shall continue unremedied for a period of thirty (30) days after notice to the Borrower from the Administrative Agent or any Lender; or



(g) Holdings or any of its Subsidiaries shall
(i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on
any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created (other than the failure to pay interest on the Remaining Senior Subordinated Notes for which a reserve has
been taken against the aggregate amount available for advances under the Revolving Credit Facility for the payment of such interest); or (iii) default in the observance or performance of any other agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or
beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness
constituting a Guarantee Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one
or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (g) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate
$100,000; or



(h) (i) Holdings or any of its
Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Holdings or any of its Subsidiaries shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against Holdings or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against Holdings or any of its Subsidiaries any case, proceeding or other action



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seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any
substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) Holdings or any of its
Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Holdings or any of its Subsidiaries shall generally not, or
shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or



(i) (i) any Person shall engage in any prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code)
involving any Plan, (ii) any accumulated funding deficiency (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the
Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan,
which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer
Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the
Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events
or conditions, if any, could, in the sole judgment of the Required Lenders, reasonably be expected to have a Material Adverse Effect; or



(j) one or more judgments or decrees shall be entered against Holdings or any of its Subsidiaries involving in the aggregate a liability
(not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $500,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30
days from the entry thereof; or



(k) any of the
Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same
effect and priority purported to be created thereby; or



(l) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or



(m) (i) the Board of Directors of Holdings shall cease to consist of a
majority of Continuing Directors; or (ii) Holdings shall cease to own and control, of record and beneficially, directly,



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100% of each class of outstanding Capital Stock of the Borrower free and clear of all Liens (except Liens
created by the Guarantee and Collateral Agreement);



then, and in
any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (h) above with respect to the Borrower, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required
thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Credit Commitments to be terminated forthwith, whereupon the Revolving Credit Commitments shall immediately terminate; and (ii) with the
consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts
owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and
payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the
Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be
applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower
hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly
provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.



SECTION 9. THE ADMINISTRATIVE AGENT



9.1 Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under
this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to
exercise such powers and perform such duties as are expressly delegated



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to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with
such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or
any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.
Each of the Lenders, Holdings, the Borrower and the Subsidiary Guarantors hereby irrevocably constitutes, designates and appoints, to the extent necessary, the Administrative Agent as the holder of an irrevocable power of attorney (fonde de
pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by Holdings, the Borrower or the Subsidiary Guarantors in the Province of Quebec to secure the obligations of Holdings, the
Borrower or the Subsidiary Guarantors under any bond. Each Person accepting an assignment of, a participation in or an arrangement in respect of, all or any part of a Lenders interest in the Obligations or this Agreement shall be deemed to
have confirmed and ratified the constitution, designation and appointment of the Administrative Agent as the holder of such irrevocable power of attorney (fonde de pouvoir) by execution of an assignment or other agreement pursuant to which it
becomes such assignee Notwithstanding the provisions of Section 32 of An Act respecting the special powers of legal persons (Quebec), the Administrative Agent may acquire and be the holder of any such bond.



9.2 Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.



9.3 Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document INCLUDING ITS OR SUCH PERSONS NEGLIGENCE OF
ANY KIND (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Persons own gross negligence or willful misconduct) or (ii)
responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement
or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Administrative 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, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.



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9.4
Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or
teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to
Holdings or the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense
that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the
Loans.



9.5 Notice of Default. The
Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder (other than any Default or Event of Default resulting from the failure of the Borrower to pay to the Administrative
Agent any principal, interest, commitment fee or letter of credit fee due) unless the Administrative Agent has received notice from a Lender, Holdings or the Borrower referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a notice of default. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.



9.6 Non-Reliance on the Administrative Agent
and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act
by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender
represents to the Administrative Agent that it has, independently and without reliance upon the



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Administrative Agent or any other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and
enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue
to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations,
property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan
Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.



9.7 Indemnification. The Lenders agree to indemnify the Administrative Agent in its capacity as such
(to the extent not reimbursed by Holdings or the Borrower and without limiting the obligation of Holdings or the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification
is sought under this subsection (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately
prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (including reasonable fees of attorneys, whether inside or outside counsel is used,
accountants, experts and advisors) of any kind whatsoever (in this section collectively called liabilities and costs) that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against
the Administrative Agent in any way relating to or arising out of, the Revolving Credit Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated
hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT
OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY (EXCEPT TO THE EXTENT RESULTING FROM THE ADMINISTRATIVE AGENTS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR
OMISSION OF ANY KIND BY THE ADMINISTRATIVE AGENT; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court



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of competent jurisdiction to have resulted from the Administrative Agents gross negligence or
willful misconduct. The agreements in this subsection shall survive the payment of the Loans and all other amounts payable hereunder.



9.8 Administrative Agent in Its Individual Capacity. The Administrative Agent and its affiliates may make loans to, accept deposits
from and generally engage in any kind of business with any Loan Party as though the Administrative Agent were not an agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, the
Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an agent, and the terms Lender and Lenders shall
include the Administrative Agent in its individual capacity.



9.9 Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this
Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and
the term Administrative Agent shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agents rights, powers and duties as Administrative Agent shall be terminated, without any
other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days
following a retiring Administrative Agents notice of resignation, the retiring Administrative Agents resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agents resignation as Administrative Agent, the provisions of this Section 9
shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.



SECTION 10. MISCELLANEOUS



10.1 Amendments and Waivers. Neither this Agreement, any other Loan Document, nor any terms hereof or
thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders,
the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions
to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required



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Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the
requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (i) forgive the
principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with
the waiver of applicability of any post-default increase in interest rates, which waiver shall be effective with the consent of the Majority Facility Lenders of each adversely affected Facility, and (y) that any amendment or modification of defined
terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or extend the
expiration date of any Lenders Revolving Credit Commitment, in each case without the written consent of each Lender directly affected thereby; (ii) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written
consent of such Lender; (iii) reduce any percentage specified in the definition of Required Lenders or Majority Facility Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the
other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Subsidiary Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent
of all Lenders; (iv) amend, modify or waive any provision of Section 2.16 without the written consent of the Majority Facility Lenders in respect of each Facility adversely affected thereby; (v) reduce the amount of Net Cash Proceeds required to be
applied to prepay Loans under this Agreement without the written consent of the Majority Facility Lenders with respect to the Facility adversely affected; (vi) reduce the percentage specified in the definition of Majority Facility Lenders with
respect to any Facility without the written consent of all Lenders under such Facility; (vii) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (viii) amend, modify or waive any provision of
Section 3 without the written consent of the Issuing Lender; (ix) amend, modify or waive any provision of Section 7.1 without the written consent of all Lenders or waive any Default or Event of Default occurring as a result of any Loan Partys
default in the observance of Section 7.1 without the written consent of all Lenders; (x) amend, modify or waive the definition of Borrowing Base without the written consent of all Lenders; or (xi) increase the Total Revolving Credit
Commitments. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the
case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured
and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.



10.2 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing
(including by telecopy), and, unless otherwise



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expressly provided herein, shall be deemed to have been duly given or made when delivered, or three
Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of Holdings, the Borrower and the Administrative Agent, and as set forth in an administrative
questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:



|Holdings:       |  | IFCO Systems N.V. Strawinskylaan 2001 NL-1077 ZZ Amsterdam, The Netherlands Attention:      Chief Executive Officer Telecopy: Telephone:
   31-20-546-0255                                  
|--------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                                                                             
|with a copy to: |  | IFCO Systems North America, Inc. 6829 Flintlock Road Houston, Texas 77040 Attention:      Chief Financial Officer Telecopy:       713-332-6146 Telephone:     713-332-6145                  
|               
|with a copy to: |  | IFCO Systems N.V. Zugspitzstr. 7 82049 Munchen  Pullach  Germany Attention:      Michael W. Nimtsch Chief Financial Officer Telecopy:       49-89-74491-239 Telephone:     49-89-74491-240
|               
|The Borrower:   |  | IFCO Systems North America, Inc. 6829 Flintlock Road Houston, Texas 77040 Attention:      Chief Financial Officer Telecopy:       713-332-6146 Telephone:     713-332-6145                  
|               
|with a copy to: |  | 240 East Main Bartow, Florida 33830 Attention:      Chief Executive Officer North America Telecopy:      941-519-9295 Telephone:    941-555-1148 ext.                                       











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|with a copy to:           |  | Gardere Wynne Sewell, L.L.P. 1000 Louisiana, Suite 3400 Houston, Texas 77002 Attention:      Robert W. Bramlette Telecopy:      713-276-6718 Telephone:    713-276-5718
|------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         
|The Administrative Agent: |  | Bank One, NA 1717 Main Street 4thFloor Dallas, Texas 75201 Attention:      Dianne Wooley Telecopy:      214-290-2740 Telephone:    214-290-2719                        



provided that any
notice, request or demand to or upon the Administrative Agent or the Lenders shall not be effective until received.



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



10.4 Survival of Representations and
Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this
Agreement and the making of the Loans and other extensions of credit hereunder.



10.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the
development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of
the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of accountants, consultants and counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent, all out-of-pocket
expenses and costs incurred by the Administrative Agent during the course of any periodic examination of the Collateral and the Loan Parties operations, and filing and recording fees and expenses, with statements with respect to the foregoing
to be submitted to the Borrower prior to the Closing



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Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a
quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and
of counsel to the Administrative Agent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers,
directors, employees, affiliates, agents and controlling persons (each, an Indemnitee) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements (including reasonable fees of accountants, experts and advisors) of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any
such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Holdings, the Borrower, any of its
Subsidiaries or any of the Properties and the reasonable fees and expenses of legal counsel (including the allocated fees and expenses of in-house counsel) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party
under any Loan Document (all the foregoing in this clause (d), collectively, the Indemnified Liabilities). THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN AND WAY OR TO ANY EXTENT
OWED, IN WHOLE OR IN PART, UNDER AND CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided, that the Borrower shall have no obligation hereunder to any
Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee.
Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for
contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have
by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to a
Responsible Officer of the Borrower, at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter



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designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section
10.5 shall survive repayment of the Loans and all other amounts payable hereunder.



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



(b) Any Lender other than any Conduit Lender may, without the
consent of the Borrower, in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities (each, a Participant) participating interests in any Loan owing to such Lender, any
Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lenders obligations under this Agreement
to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan
Documents, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lenders rights and obligations under this Agreement and the other Loan Documents. In no event shall
any Participant under any such participation have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or
consent would reduce the principal of, or interest on, the Loans or any fees payable hereunder, postpone the date of the final maturity of the Loans, release all or substantially all of the Collateral or release all or substantially all of the
Subsidiary Guarantor from their obligation under the Guarantee and Collateral Agreement in each case to the extent subject to such participation. The Borrower agrees that if amounts outstanding under this Agreement and the Loans are due or unpaid,
or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating
interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 10.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to
the benefits of Sections 2.16, 2.17 and 2.18 with respect to its participation in the Commitments and the Loans outstanding from time to time as if it was a Lender; provided that, in the case of Section 2.18, such Participant shall have
complied with the requirements of said section and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to any such subsection than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred.



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(c) Any Lender
other than any Conduit Lender (an Assignor) may, in accordance with applicable law, at any time and from time to time assign to any Lender, any affiliate of any Lender or any Approved Fund or, with the consent of the
Administrative Agent (which shall not be unreasonably withheld or delayed), to an additional bank, financial institution or other entity (an Assignee) all or any part of its rights and obligations under this Agreement and the
other Loan Documents pursuant to an Assignment and Acceptance, executed by such Assignee, such Assignor and any other Person whose consent is required pursuant to this paragraph, and delivered to the Administrative Agent for its acceptance and
recording in the Register; provided that no such assignment to an Assignee (other than any Lender, any affiliate of any Lender or any Approved Fund) shall be in an aggregate principal amount of less than $2,500,000 (other than in the case of
an assignment of all of a Lenders interests under this Agreement), and, after giving effect thereto, the Assignor shall have Commitments and Loans aggregating at least $2,500,000, in each case unless otherwise agreed by the Borrower and the
Administrative Agent. For purposes of the proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its related Approved Funds, if any. Any such assignment need not be ratable as
among the Facilities. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the extent provided
in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Commitment and/or Loans as set forth therein, and (y) the Assignor thereunder shall, to the extent provided in such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of an Assignors rights and obligations under this Agreement, such Assignor shall cease to be a party hereto). Notwithstanding the
foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Borrower or the Administrative Agent any or all of the Loans it may have funded hereunder and pursuant to its designation agreement
and without regard to the limitations set forth in the first sentence of this subsection 10.6(c).



(d) The Administrative Agent shall, on behalf of the Borrower, maintain at its address referred to in Section 10.2 a copy of each
Assignment and Acceptance delivered to it and a register (the Register) for the recordation of the names and addresses of the Lenders and the Commitment of, and the principal amount of the Loans owing to, each Lender from time to
time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each other Loan Party, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of
the Loans and any Notes evidencing the Loans recorded therein for all purposes of this Agreement. Any assignment of any Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the
Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of a Loan evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or transfer of the Note evidencing
such Loan, accompanied by a duly executed Assignment and Acceptance, and thereupon one or more new Notes shall be issued to the designated Assignee.



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(e) Upon its
receipt of an Assignment and Acceptance executed by an Assignor, an Assignee and any other Person whose consent is required by Section 10.6(c), together with payment by the Assignor and/or Assignee to the Administrative Agent of a registration and
processing fee of $3,500, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) record the information contained therein in the Register on the effective date determined pursuant thereto.



(f) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this Section 10.6 concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment
by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law.



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



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



10.7 Adjustments; Set-off. (a) Except to the extent
that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a Benefitted Lender) shall receive any payment of all or part of the
Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the
Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with
each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest unless the Benefitted Lender is required to pay interest on the amount recovered, in which case each Lender returning



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funds to the Benefitted Lender shall pay its pro rata share of such interest to such Benefitted Lender.



(b) In addition to any rights and remedies of
the Lenders provided by law, each Lender shall have the right, without prior notice to Holdings or the Borrower, any such notice being expressly waived by Holdings and the Borrower to the extent permitted by applicable law, upon any amount becoming
due and payable by Holdings or the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof
to or for the credit or the account of Holdings or the Borrower, as the case may be. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such setoff and application.



10.8 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement
signed by all the parties shall be lodged with the Borrower and the Administrative Agent.



10.9 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



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



10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS.



10.12 Submission To Jurisdiction; Waivers. Each of Holdings and the Borrower hereby irrevocably and unconditionally:



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(a) submits
for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of Texas, the courts of the United States for the Northern District of Texas, and appellate courts from any thereof;



(b) consents that any such action or proceeding may be brought in such courts and waives any objection
that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;



(c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to Holdings or the Borrower, as the case may be at its address set forth in Section 10.2 or at such
other address of which the Administrative Agent shall have been notified pursuant thereto;



(d) Holdings hereby irrevocably and unconditionally appoints CT Corporation System (the Texas Process Agent), as its agent to receive on behalf of Holdings and the Borrower and
its property, service of copies of the summons and complaint and any other process which may be served in any such action or proceeding in any such Texas State or Federal court and agrees promptly to appoint a successor Texas Process Agent in Texas
(which successor Texas Process Agent shall accept such appointment in writing prior to the termination, for any reason, of the appointment of the initial Texas Process Agent) and promptly to provide written notice to the Administrative Agent and
each Lender of the appointment of such successor Texas Process Agent. In any such action or proceeding in such Texas State or Federal court sitting in Texas, such service may be made on Holdings by delivering a copy of such process to Holdings in
care of the appropriate Texas Process Agent at such Texas Process Agents address. Holdings hereby irrevocably and unconditionally authorizes and directs such Texas Process Agent to accept such service on its behalf.



(e) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and



(f) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding
referred to in this subsection any special, exemplary, punitive or consequential damages.



10.13 Acknowledgements. Each of Holdings and the Borrower hereby acknowledges that:



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(a) it has
been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;



(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to Holdings or the Borrower arising out of
or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and Holdings and the Borrower, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor; and



(c) no joint venture
is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among Holdings, the Borrower and the Lenders.



10.14 Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein
or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the
Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1
or (ii) under the circumstances described in paragraph (b) below.



(b) At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than obligations under or in respect of Hedge Agreements) shall have been paid in full, the Revolving
Credit Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly
stated to survive such termination) of the Administrative Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.



10.15 Confidentiality. Each of the Administrative Agent
and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent the
Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender, any affiliate of any Lender or any Approved Fund, (b) to any actual or prospective Transferee or Hedge Agreement counterparty
that agrees to comply with the provisions of this subsection, (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates that agrees to comply with the provisions of this
subsection, (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested



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or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly
disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lenders investment portfolio in connection with ratings
issued with respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Loan Document.



10.16RELEASE OF CLAIMS. HOLDINGS AND THE BORROWER ACKNOWLEDGE THAT AS OF THE CLOSING DATE, ALL OBLIGATIONS ARE
PAYABLE WITHOUT DEFENSE, OFFSET, COUNTERCLAIM OR RECOUPMENT. IN ADDITION, EACH LOAN PARTY (FOR ITSELF AND ITS SUCCESSORS, AGENTS, ASSIGNS, TRANSFEREES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, ATTORNEYS AND AGENTS) HEREBY RELEASES ANY AND ALL
CLAIMS, CAUSES OF ACTION OR OTHER DISPUTES IT MAY HAVE AGAINST THE ADMINISTRATIVE AGENT, ANY OF THE LENDERS, LEGAL COUNSEL TO THE ADMINISTRATIVE AGENT OR LENDERS, CONSULTANTS HIRED BY ANY OF THE FOREGOING, OR ANY OF THEIR RESPECTIVE AFFILIATES,
SUBSIDIARIES, SHAREHOLDERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OF ANY KIND OR NATURE ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE EXISTING AGREEMENT OR THE DOCUMENTS EXECUTED IN CONNECTION
THEREWITH, IN EACH CASE WHICH MAY HAVE ARISEN ON OR BEFORE THE CLOSING DATE. EACH LOAN PARTY HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND HAS CONFERRED WITH ITS COUNSEL AND ADVISORS REGARDING ITS CONTENT, INCLUDING THIS SECTION 10.16, AND
IS FREELY AND VOLUNTARILY ENTERING INTO THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, AND HEREBY AGREES TO WAIVE ANY CLAIM THAT THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, THE RELEASES CONTAINED HEREIN) ARE
INVALID OR OTHERWISE UNENFORCEABLE.



10.17
Limitation on Interest. Lenders, the Administrative Agent and the Loan Parties intend to contract in strict compliance with applicable usury laws from time to time in effect. In furtherance thereof such Persons stipulate and agree that none
of the terms and provisions contained in the Loan Documents shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by
applicable Law from time to time in effect. Neither any Loan Party nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall
ever be required to pay interest thereon in excess of the maximum amount that may be lawfully contracted for, charged, or received under applicable Law from time to time in effect, and the provisions of this section shall control over all other
provisions of the Loan Documents which may be in conflict or apparent conflict herewith. Lenders and the Administrative Agent



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expressly disavow any intention to contract for, charge, or collect excessive unearned interest or finance
charges in the event the maturity of any Obligation is accelerated. If (a) the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in
excess of the legal maximum, or (c) any Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the
Obligations to an amount in excess of that permitted to be charged by applicable Law then in effect, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then
outstanding principal of the related Obligations or, at such Lenders or holders option, promptly returned to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under
any specific circumstance, exceeds the maximum amount permitted under applicable Law, Lenders, the Administrative Agent and the Loan Parties (and any other payors thereof) shall to the greatest extent permitted under applicable Law, (i) characterize
any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest throughout the entire
contemplated term of the instruments evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the maximum legal rate of interest from time to time in effect under applicable Law in order to lawfully
contract for, charge, or receive the maximum amount of interest permitted under applicable Law. In the event applicable Law provides for an interest ceiling under Chapter 303 of the Texas Finance Code (the Texas Finance Code) as amended,
for that day, the ceiling shall be the weekly ceiling as defined in the Texas Finance Code, provided that if any applicable Law permits greater interest, the applicable Law permitting the greatest interest shall apply. As used in this
section the term applicable Law means the Requirements of Law of the State of Texas or the Requirements of Law of the United States of America, whichever allow the greater interest, as such Requirements of Law now exist or may be changed
or amended or come into effect in the future.



10.18 WAIVERS OF JURY TRIAL. HOLDINGS, THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.



THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.



THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.



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[Remainder of Page Intentionally Blank]





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



IFCO SYSTEMS, N.V.By:

/s/    KARL
POHLERName:

Karl PohlerTitle:

Chief Executive Officer




By:

/s/    MICHAEL W.
NIMTSCHName:

Michael W. NimtschTitle:

Chief Financial Officer




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IFCO SYSTEMS NORTH AMERICA, INC.By:

/s/    DAVID S.
RUSSELLName:

David S. RussellTitle:

President




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IFCO SYSTEMS NORTH AMERICA, INC.By:

/s/    KARL
POHLERName:

Karl PohlerTitle:




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BANK ONE, NA, as Administrative Agent and as a LenderBy:

/s/    C. DIANNE
WOOLEYName:

C. Dianne WooleyTitle:

First Vice President




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DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHESBy:

/s/    JAMES M.
GALLAGHERName:

James M. GallagherTitle:

Director






By:

/s/    MATTHEW
SAWYERName:

Matthew SawyerTitle:

Associate




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COMERICA BANK, as a LenderBy:

/s/    JOHN R.
GRUNDSTADName:

John R. GrundstadTitle:

Vice President




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NATIONAL CITY BANKBy:

/s/    MICHAEL J.
DURBINName:

Michael J. DurbinTitle:

Senior Vice President




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HBV CAPITAL MANAGEMENT LLCBy:

/s/    GEORGE J.
KONOMOSName:

George J. KonomosTitle:

Portfolio Manager






By:Name:Title




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THE ROYAL BANK OF SCOTLANDBy:

/s/    GERD
BIEDINGName:

Gerd BiedingTitle:

Director




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THE BANK OF NOVA SCOTIABy:

/s/    OLIVIA L.
BRAUNName:

Olivia L. BraunTitle:

Director




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APPENDIX A

to

THIRD AMENDED AND RESTATED CREDIT AGREEMENT



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Treasury Management and Budget Procedures



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Capitalized terms that are used, but not otherwise defined herein, shall have the respective meanings ascribed to such terms in the Third
Amended and Restated Credit Agreement to which this Appendix A is attached (as amended, modified, supplemented and/or restated from time to time, the Credit Agreement).



1.1 Collection and Application of Accounts and Other Proceeds of Collateral  United States Operations.



(a) Pursuant to the Lockbox Agreement between
Borrower and the Administrative Agent, the Administrative Agent has established the Lockbox and the Lockbox Account to receive payments from Account Debtors of Borrower and the Domestic Subsidiaries. The Administrative Agent shall have exclusive and
unrestricted access to the Lockbox and the Lockbox Account. Borrower shall, and shall cause IFCO Canada and each Domestic Subsidiary (collectively, the US IFCO Entities), to (i) promptly direct its respective Account Debtors to directly
remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner into the Lockbox, and (ii) promptly deposit all
payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner into the Lockbox Account. Notwithstanding the foregoing,
unless and until the Administrative Agent instructs the Borrower to the contrary (i) the US RTC division of the US IFCO Entities may continue to direct that its account debtors remit payments to its account no. 2000004444495 at First Union Bank in
Tampa, Florida if such account is, and continues to be, subject to (x) an automatic standing transfer order pursuant to which all of the funds in such account are automatically transferred to the Lockbox Account on a daily basis, and (y) a valid,
perfected, first priority lien and/or security interest in favor of the Administrative Agent, and (ii) the Valley Crating division of the US IFCO Entities may continue to direct that its account debtors remit payments to its account no. 0109462 at
First Peoples Bank in Pine Mountain, Georgia if such account is, and continues to be, subject to (x) an automatic standing transfer order pursuant to which all of the funds in such account are automatically transferred to the Lockbox Account on a
daily basis, and (y) a valid, perfected, first priority lien and/or security interest in favor of the Administrative Agent.



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(b) As soon as
practical following final collection of funds deposited into the Lockbox Account, such funds shall be applied by the Administrative Agent to the Obligations as follows: (i) to the extent that such funds constitute (x) recurring revenues received in
the ordinary course of business of the US IFCO Entities, or (y) the first $5,500,000 of the Earnout Amount received by the Borrower, Holdings, or any of their respective Subsidiaries, such funds shall be applied to the outstanding principal balance
of the Revolving Credit Loans, and (ii) any and all other funds shall be applied to the outstanding principal balance of the Term Loans, to be applied to the scheduled principal payments of the Term Loans in inverse order of maturity.



(c) Each of the US IFCO Entities shall, acting as trustee for
the Administrative Agent, receive and hold until remitted to the Administrative Agent in accordance with the terms hereof, as the property of the Administrative Agent, any monies, checks, notes, drafts or any other payment relating to or proceeds of
Accounts or other Collateral which come into its possession or under its control and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to the Administrative Agent. In no event shall the same be
commingled with a Loan Partys other funds.



1.2
Collection and Utilization of Accounts and Other Proceeds of Collateral  Canadian Operations.



(a) The Borrower and Holdings shall cause IFCO Canada (IFCO Canada) (IFCO Canada and the US IFCO Entities being sometimes
referred to herein collectively as the North American IFCO Entities) to use its best efforts to collect its Accounts and all payments constituting proceeds of Inventory or other Collateral in a timely manner. The Borrower and Holdings
shall cause IFCO Canada to maintain all of its cash and Cash Equivalents at The Bank of Nova Scotia in Canada subject, at all times, to a valid, perfected, first priority lien and/or security interest in favor of the Administrative Agent



(b) The following described cash and Cash
Equivalents of IFCO Canada shall be applied and utilized as follows:



| | (i) |  | Cash and Cash Equivalents received by IFCO Canada attributable to any sale(s), any other disposition(s), and/or any other realizations(s) with respect to any
Collateral (other than recurring revenues received in the ordinary course of business of IFCO Canada) shall be remitted to the Administrative Agent immediately upon receipt thereof by IFCO Canada for application by the Administrative Agent to the
outstanding principal balance of the Term Loans, to be applied to the scheduled principal payments of the Term Loans in inverse order of maturity;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) |  | To the extent that a different utilization and/or application is not expressly provided therefor herein or in any of the other Loan
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Documents, to the extent that the aggregate amount of cash and Cash Equivalents of IFCO Canada as of the end of any calendar week exceeds $250,000, any such excess
shall immediately be remitted to the Administrative Agent by Holdings and IFCO Canada for application to the outstanding principal balance of the Revolving Credit Loans; and
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) |  | To the extent that a different utilization and/or application is not expressly provided therefor herein or in any of the other Loan Documents, cash and Cash
Equivalents of IFCO Canada shall be utilized by IFCO Canada to fund its business operations in accordance with the then most recent Approved Budget.
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



1.3 Collection and Utilization of Accounts and Other Proceeds of Collateral  Non-North American Operations.



(a) Holdings and all of its Subsidiaries other
than the North American IFCO Entities (collectively, the ROW IFCO Entities) shall use their respective best efforts to collect their respective Accounts and all payments constituting proceeds of Inventory or other Collateral in a timely
manner.



(b) The following described cash and
Cash Equivalents of the ROW IFCO Entities shall be applied and utilized as follows:



| | (iv) |  | Cash and Cash Equivalents received by any of the ROW IFCO Entities attributable to the release of collateral that currently secures any letter of credit shall be
remitted to the Administrative Agent immediately upon its receipt by the applicable ROW IFCO Entity(ies), for application by the Administrative Agent to the outstanding principal balance of the Revolving Credit Loans;
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v) |  | Cash and Cash Equivalents received by any of the ROW IFCO Entities attributable to any sale(s), any other disposition(s), and/or any other realizations(s) with
respect to any Collateral (other than recurring revenues received in the ordinary course of business of the ROW IFCO Entities) shall be remitted to the Administrative Agent immediately upon receipt thereof by the applicable ROW IFCO Entity(ies) for
application by the Administrative Agent to the outstanding principal balance of the Term Loans, to be applied to the scheduled principal payments of the Term Loans in inverse order of maturity;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi) |  | To the extent that a different utilization and/or application is not expressly provided therefor herein or in any of the other Loan Documents, to the extent that the
aggregate amount of cash and Cash Equivalents of the ROW IFCO Entities as of the end of any calendar week exceeds the sum of (x) the $6,000,000 cash and
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

| |  |  | Cash Equivalent reserve for the ROW IFCO Entities permitted under Section 1.5(b)(ii) hereof, plus (y) the amount, if any, of funds held by Holdings and its
Subsidiaries as of the end of such calendar week that constitute funds previously advanced by the Lenders under an Approved Budget (as such term is hereinafter defined) for disbursements projected to be made during such calendar week or the
immediately preceding calendar week that were not actually disbursed during such prior two week period but that will be disbursed by Holdings and the Borrower during the following calendar week for the purpose(s) set forth in the applicable Approved
Budget under which such funds were originally advanced by the Lenders (the sum of the amounts set forth in clauses (x) and (y) above being sometimes referred to herein as the Maximum ROW IFCO Cash and Cash Equivalents), any such excess
shall immediately be remitted to the Administrative Agent by Holdings and the applicable ROW IFCO Entity(ies) for application to the outstanding principal balance of the Revolving Credit Loans; and
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii) |  | To the extent that a different utilization and/or application is not expressly provided therefor herein or in any of the other Loan Documents, cash and Cash
Equivalents of the ROW IFCO Entities shall be utilized by the ROW IFCO Entities to fund the business operations of Holdings and its Subsidiaries on a consolidated basis in accordance with the then most recent Approved Budget.
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



1.4 Certain Mandatory Prepayments and
Commitment Reductions.



In addition to the other payments and
applications of the proceeds of Accounts and other proceeds of Collateral provided for herein (but without duplication thereof), the following prepayments shall be made with respect to the Obligations and the following reductions shall be made with
respect to the Revolving Credit Commitments of the Lenders:



(a) If any Indebtedness shall be incurred by Holdings or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with subsection 7.2 of the Credit Agreement) or any Capital Stock shall be issued or sold by Holdings
or any of its Subsidiaries, an amount equal to (i) 100% of the Net Cash Proceeds in the case of an incurrence of Indebtedness, and (ii) 662/3% of the Net Cash Proceeds in the case of an issuance or sale of Capital Stock, shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the permanent
reduction of the Revolving Credit Commitments as set forth in subsection 1.4(d) hereof.



(b) The Borrower shall apply the amount if any, of Net Cash Proceeds received by Holdings or any of its Subsidiaries after the Closing Date in connection with any Capital Lease Obligation or other
transaction permitted by subsections 7.2(k) or 7.10



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of the Credit Agreement toward
the prepayment of the Term Loans and the permanent reduction of the Revolving Credit Commitments as set forth in subsection 1.4(d) hereof.



(c) If on any date Holdings or any of its Subsidiaries shall receive (i) Net Cash Proceeds from any Asset Sale or (ii) Net Cash Proceeds
from any Recovery Event, then such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and the permanent reduction of the Revolving Credit Commitments as set forth in subsection 1.4(d).



(d) Amounts to be applied in connection with prepayments and
Commitment reductions made pursuant to clauses (a), (b) and (c) of this subsection 1.4 shall be applied first, to prepay any Term Loans outstanding at such time, and second, to permanently reduce the Revolving Credit Commitments.



Any reduction of the Term Loans pursuant to this subsection 1.4 shall be
applied to the installments of any such Term Loan in the inverse order of their maturity and may not be reborrowed. Any reduction of the Revolving Credit Commitments pursuant to this subsection 1.4 shall be accompanied by prepayment of the Revolving
Credit Loans to the extent, if any, that the Aggregate Revolving Credit Outstandings exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans then
outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a
cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this subsection 1.4 shall be made,
first, to Base Rate Loans and, second, to LIBOR Loans. Each prepayment of the Loans under this subsection 1.4 (except in the case of Revolving Credit Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date
of such prepayment on the amount prepaid.



1.5 Budget
Procedures.



(a) The Administrative Agent and
the Required Lenders hereby approve the Budget attached hereto as Exhibit , covering the period through
, 2003 (the Initial IFCO Budget). Prior to 1:00 P.M. (Dallas, Texas time) on the first Business Day of each calendar week hereafter
the Borrower and Holdings shall submit an updated Budget (an IFCO Budget) to the Administrative Agent for approval, which IFCO Budget shall be identical to the then most recent Approved Budget (taking into account any variations thereto
previously approved by the Administrative Agent and/or the Required Lenders in accordance with the provisions hereof), with respect to the first twelve weeks covered by such IFCO Budget unless the Administrative Agent has agreed in writing to a
variation therein and shall include new cash receipts and disbursements projections for the thirteenth week covered by such IFCO Budget.



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Contemporaneously with the
submission of each IFCO Budget by the Borrower and Holdings to the Administrative Agent, the Borrower and Holdings shall also submit (i) to each of the Lenders, a copy of such IFCO Budget, with any variation(s) approved by the Administrative Agent
with respect to the first twelve weeks covered thereby specifically noted, and (ii) to the Administrative Agent, an irrevocable request for advance and report, in form and detail reasonably acceptable to the Administrative Agent (a Request for
Advance), requesting an advance under the Revolving Credit Commitment in a specified amount not to exceed the Weekly Budget Funding Deficiency Amount (as such term is hereinafter defined) reflected in the most recent Approved Budget,
containing the weekly reporting information required by Section 1.6(a) hereof, specifying the Type of advance requested, specifying the Borrowing Date with respect to such requested advance (which Borrowing Date shall not be less than one (1)
Business Day after the Business Day of receipt by the Administrative Agent of such Request for Advance with respect to any advances that will be Base Rate Loan(s) and not less than three (3) Business Days after the Business Day of receipt by the
Administrative Agent of such Request for Advance with respect to any advances that will be LIBOR Loans), and specifying, with respect to any advances that will be LIBOR Loans, the initial Interest Period with respect thereto. Each borrowing under
the Revolving Credit Commitments shall, in the case of LIBOR Loans, be in an amount equal to $5,000,000 or a whole multiple thereof. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is expressly
understood and agreed that the Borrower may not request or elect LIBOR Loans prior to January 1, 2004. If any applicable Request for Advance does not specify a Type of Revolving Credit Loan requested, then the requested Revolving Credit Loan shall
be a Base Rate Loan. If any applicable Request for Advance with respect to a LIBOR Loan does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one months duration.



(b) The IFCO Budgets submitted by the Borrower and Holdings to
the Administrative Agent and the Lenders, the Approved Budgets and the disbursements by Holdings and its Subsidiaries shall be subject to the following conditions, limitations and requirements: (i) the Borrower and Holdings may include a line item
for contingency disbursements in the IFCO Budgets; provided, however, such budgeted contingency item(s) and the actual disbursements under the corresponding Approved Budget may not exceed $1,000,000 for any specific calendar week and the aggregate
amount of such budgeted contingency item(s) and the actual aggregate amount of disbursements under the corresponding Approved Budget(s) shall never exceed $3,000,000 on a cumulative basis, in each case without the prior written approval of the
Required Lenders; (ii) the Borrower and Holdings may include a reserve of up to $6,000,000 in cash and Cash Equivalents for the ROW IFCO Entities; (iii) the Borrower and Holdings may include a reserve of up to $2,000,000 in cash and Cash Equivalents
for the North American IFCO Entities, at least 90% of which reserve shall, at all times, be maintained with Bank One, NA in the United States of America,in the possession of the US IFCO Entities; (iv) unless approved by the Required Lenders,
the actual disbursements by Holdings and its Subsidiaries on a consolidated basis, on a rolling four-week basis, for salary, payroll and benefits shall not exceed the projected amounts of such disbursements for the comparable four-week period under
the applicable Approved Budget(s) by more than 5.0%; and (v)



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unless approved by the
Required Lenders, the aggregate amount of all actual disbursements by Holdings and its Subsidiaries on a consolidated basis, on a rolling four-week basis, shall not exceed the projected amounts of all disbursements for the comparable four-week
period under the applicable Approved Budget(s) by more than 2.0%.



(c) The Administrative Agent shall endeavor to, within one (1) Business Day after its receipt of an IFCO Budget, review and analyze such IFCO Budget, discuss any questions and/or comments with respect to such IFCO Budget
with the applicable Responsible Officer(s) of the Borrower and/or Holdings, request from the Borrower and/or Holdings any clarification(s) and/or additional information in connection with such IFCO Budget as the Administrative Agent shall deem
necessary and/or appropriate, review any such supplemental information received by the Administrative Agent from the Borrower and/or Holdings, and make a decision as to whether to approve such IFCO Budget; provided, however, that the failure of the
Administrative Agent to accomplish the foregoing within such time period shall not (i) be deemed to constitute an approval of such IFCO Budget, or (ii) create or impose any liability upon the Administrative Agent and/or any of the Lenders. An IFCO
Budget shall be approved only when the Administrative Agent shall have notified the Borrower in writing of the Administrative Agents approval of such IFCO Budget. The Initial IFCO Budget and each IFCO Budget that is approved by the
Administrative Agent, together with any modifications to such Budgets approved by the Administrative Agent and/or the Required Lenders in accordance with the terms hereof, are sometimes referred to herein individually as an Approved
Budget and collectively as the Approved Budgets.



(d) Notwithstanding the fact that the most recently submitted IFCO Budget may not have been approved by the Administrative Agent by 10:00A.M. (Dallas, Texas time) on the second Business Day of any calendar week in the case
of requested Base Rate Loans or the fourth Business Day of any calendar week in the case of requested LIBOR Loans, the Administrative Agent may nonetheless notify the Borrower and the Lenders at such time that the Lenders are to make Revolving
Credit Loans of the requested Type to the Borrower under the Revolving Credit Commitment in an aggregate amount equal to the amount requested by the Borrower and Holdings in the applicable Request for Advance for the then current calendar week, but
in no event to exceed the Weekly Budget Funding Deficiency Amount (as such term is hereinafter defined) for the then-current calendar week under the most recent Approved Budget. Each Revolving Credit Lender shall make the amount of its
pro rata share of each such borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon (Dallas, Texas time) on the Borrowing Date in funds immediately available to the
Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative
Agent by the Revolving Credit Lenders and in like funds as received by the Administrative Agent. For purposes hereof, the term Weekly Budget Funding Deficiency Amount shall mean the amount, if any, by which (i) the aggregate amount of
the budgeted disbursements of Holdings and its Subsidiaries on a consolidated



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basis for a specific calendar
week, as reflected in the then most-recent Approved Budget, exceeds (ii) the sum of (x) the aggregate actual amount of cash and Cash Equivalents of the North American IFCO Entities in excess of $2,000,000 as of the end of the calendar week
immediately preceding the calendar week for which such calculation is being made, plus (y) the aggregate actual amount of cash and Cash Equivalents of the ROW IFCO Entities in excess of the Maximum ROW IFCO Cash and Cash Equivalents as of the end of
the calendar week immediately preceding the calendar week for which such calculation is being made. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, the Administrative Agent and the Lenders shall never
be required to fund any Weekly Budget Funding Deficiency Amount or make any other loan or advance to, or for the benefit of, the Borrower except to the extent of availability under the Revolving Credit Facility, or if, after taking into account such
funding, advance or loan, any Default and/or Event of Default would exist under the Credit Agreement or any of the other Loan Documents. The funding by the Lenders of any such Weekly Budget Funding Deficiency Amount(s) shall not be deemed to
constitute an approval of any unapproved Budget.



|1.6 |  | Additional Reporting With Respect to Collections of Accounts and Other Proceeds of Collateral  North American and Non- North American Operations.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------



(a) In addition to any other
reports and/or other information that may be required under the Credit Agreement and/or any of the other Loan Documents, prior to 1:00 P.M. (Dallas, Texas time) on the first Business Day of each calendar week hereafter, the Borrower and Holdings
shall furnish to the Administrative Agent a report, in form and detail reasonably acceptable to the Administrative Agent, setting forth the following information, as of the last day of the immediately preceding calendar week:



| | (i) |  | A cash flow report, detailing (x) the aggregate amount of the actual sources (receipts) and uses (disbursements) of funds, and (y) the actual amount of disbursements
for salary, payroll and benefits, in each case, by Holdings and its Subsidiaries during such preceding calendar week, on a rolling four-week basis and on a cumulative basis and including a reconciliation of such actual amounts of such receipts and
disbursements of such Persons to the projected amounts of such receipts and disbursements for each applicable period, as set forth in the most recent Approved Budget(s) and ;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) |  | the aggregate amount of cash and Cash Equivalents of the US IFCO Entities as of the last day of such preceding week;
| | ---- |  | --------------------------------------------------------------------------------------------------------------------

| | (iii) |  | the aggregate amount of cash and Cash Equivalents of IFCO Canada as of the last day of such preceding week;
| | ----- |  | -----------------------------------------------------------------------------------------------------------

| | (iv) |  | the aggregate amount of cash and Cash Equivalents of the ROW IFCO Entities as of the last day of such preceding week; and
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------

| | (v) |  | a description of any and all receipts by Holdings and/or any of its Subsidiaries during the immediately preceding calendar week that are either of a non-recurring
nature or were received outside of the ordinary course of business.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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(b) In
addition to any other reports and/or other information that may be required under the Credit Agreement and/or any of the other Loan Documents, prior to 1:00 P.M. (Dallas, Texas time) on the
 Business Day of each calendar month hereafter, the Borrower and Holdings shall furnish to the Administrative Agent a cash flow report, in form and detail
reasonably acceptable to the Administrative Agent, detailing the actual sources (receipts) and uses (disbursements) of funds by Holdings and its Subsidiaries during such preceding calendar month and including a reconciliation of (x) the actual
receipts and disbursements of Holdings and its Subsidiaries for the immediately preceding calendar month to (y) the projected receipts and disbursements of Holdings and its Subsidiaries for such month set forth in the most recent Approved Budget.



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SCHEDULE 1.1A



REVOLVING CREDIT COMMITMENTS



|Lender                    |  | Closing Date  March 31, 2003 |  | April 1, 2003  June 30, 2003 |  | July 1, 2003  September 30, 2003 |  | At All Times Thereafter
|------------------------- |  | ----------------------------- |  | ----------------------------- |  | --------------------------------- |  | -----------------------
|HBV Capital               |  | $24,420,933.33                |  | $24,837,199.23                |  | $25,114,709.84                    |  | $25,392,220.45         
|                         
|Bank One, NA              |  | $16,753,607.30                |  | $17,039,180.15                |  | $17,229,562.05                    |  | $17,419,943.95         
|                         
|The Royal Bankof Scotland |  | $14,239,320.78                |  | $14,482,036.47                |  | $14,643,846.94                    |  | $14,805,657.40         
|                         
|Bank of Nova Scotia       |  | $9,584,158.41                 |  | $9,747,524.75                 |  | $9,856,435.64                     |  | $9,965,346.53          
|                         
|Dresdner Bank             |  | $9,584,158.41                 |  | $9,747,524.75                 |  | $9,856,435.64                     |  | $9,965,346.53          
|                         
|National City Bank        |  | $9,584,158.41                 |  | $9,747,524.75                 |  | $9,856,435.64                     |  | $9,965,346.53          
|                         
|Comerica Bank             |  | $3,833,663.36                 |  | $3,899,009.90                 |  | $3,942,574.25                     |  | $3,986,138.61          
|                         
|Total                     |  | $88,000,000.00                |  | $89,500,000.00                |  | $90,500,000.00                    |  | $91,500,000.00         



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LIST OF
OMITTED EXHIBITS



Any schedules and exhibits
to the foregoing Third Amended and Restated Credit Agreement listed in the Table of Contents hereto and not included herein have been omitted. IFCO Systems N.V. agrees to furnish a copy of any omitted schedule or exhibit to the Securities and
Exchange Commission upon request.