exv10w1







Exhibit 10.1


Execution Copy




 





COMMERCIAL VEHICLE GROUP, INC.,




EACH OTHER DOMESTIC BORROWER, and




EACH UK BORROWER,




as Borrowers




 

 





LOAN AND SECURITY AGREEMENT




Dated as of January 7, 2009




$47,500,000




 

 





CERTAIN FINANCIAL INSTITUTIONS,




as Lenders,




and




BANK OF AMERICA, N.A.,




as Agent




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 1. DEFINITIONS; RULES OF CONSTRUCTION	 	 	- 1 -	 
	1.1.
	 	Definitions	 	 	- 1 -	 
	1.2.
	 	Accounting Terms	 	 	- 31 -	 
	1.3.
	 	Uniform Commercial Code	 	 	- 31 -	 
	1.4.
	 	Certain Matters of Construction	 	 	- 32 -	 
	1.5.
	 	Certifications	 	 	- 32 -	 
	1.6.
	 	Times of Day	 	 	- 32 -	 
	Section 2. CREDIT FACILITIES	 	 	- 33 -	 
	2.1.
	 	Revolver Commitments	 	 	- 33 -	 
	2.2.
	 	UK Facilities	 	 	- 35 -	 
	2.3.
	 	Letter of Credit Facilities	 	 	- 36 -	 
	Section 3. INTEREST, FEES AND CHARGES	 	 	- 39 -	 
	3.1.
	 	Interest	 	 	- 39 -	 
	3.2.
	 	Fees	 	 	- 40 -	 
	3.3.
	 	Computation of Interest, Fees, Yield Protection	 	 	- 41 -	 
	3.4.
	 	Reimbursement Obligations	 	 	- 41 -	 
	3.5.
	 	Illegality	 	 	- 41 -	 
	3.6.
	 	Inability to Determine Rates	 	 	- 41 -	 
	3.7.
	 	Increased Costs; Capital Adequacy	 	 	- 42 -	 
	3.8.
	 	Mitigation	 	 	- 43 -	 
	3.9.
	 	Funding Losses	 	 	- 43 -	 
	3.10.
	 	Maximum Interest	 	 	- 43 -	 
	Section 4. LOAN ADMINISTRATION	 	 	- 43 -	 
	4.1.
	 	Manner of Borrowing and Funding Revolver Loans	 	 	- 43 -	 
	4.2.
	 	Defaulting Lender	 	 	- 45 -	 
	4.3.
	 	Number and Amount of LIBOR Loans; Determination of Rate	 	 	- 46 -	 
	4.4.
	 	Borrower Agent	 	 	- 46 -	 
	4.5.
	 	Obligations	 	 	- 46 -	 
	4.6.
	 	Effect of Termination	 	 	- 46 -	 
	Section 5. PAYMENTS	 	 	- 47 -	 
	5.1.
	 	General Payment Provisions	 	 	- 47 -	 
	5.2.
	 	Repayment of Revolver Loans	 	 	- 47 -	 
	5.3.
	 	Repayment	 	 	- 47 -	 
	5.4.
	 	Payment of Other Obligations	 	 	- 48 -	 
	5.5.
	 	Marshaling; Payments Set Aside	 	 	- 48 -	 
	5.6.
	 	Allocation of Payments	 	 	- 48 -	 
	5.7.
	 	Application of Payments	 	 	- 49 -	 
	5.8.
	 	Loan Account; Account Stated	 	 	- 50 -	 
	5.9.
	 	Taxes	 	 	- 50 -	 
	5.10.
	 	Lender Tax Information	 	 	- 50 -	 
	5.11.
	 	Nature and Extent of Each Borrower’s Liability	 	 	- 51 -	 
	Section 6. CONDITIONS PRECEDENT	 	 	- 53 -	 
	6.1.
	 	Conditions Precedent to Initial Loans	 	 	- 53 -	 
	6.2.
	 	Conditions Precedent to  UK Loans	 	 	- 55 -	 
	6.3
	 	Conditions Precedent to All Credit Extensions	 	 	- 56 -	 
	Section 7. COLLATERAL	 	 	- 56 -	 
	7.1.
	 	Grant of Security Interest	 	 	- 57 -	 
	7.2.
	 	UK Security Documents	 	 	- 58 -	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	7.3.
	 	Lien on Deposit Accounts; Cash Collateral	 	 	- 58 -	 
	7.4.
	 	Real Estate Collateral	 	 	- 59 -	 
	7.5.
	 	Other Collateral	 	 	- 59 -	 
	7.6.
	 	No Assumption of Liability	 	 	- 60 -	 
	7.7.
	 	Further Assurances	 	 	- 60 -	 
	7.8.
	 	Foreign Subsidiary Stock	 	 	- 60 -	 
	Section 8. COLLATERAL ADMINISTRATION	 	 	- 60 -	 
	8.1.
	 	Borrowing Base Certificates	 	 	- 60 -	 
	8.2.
	 	Administration of Accounts	 	 	- 61 -	 
	8.3.
	 	Administration of Inventory	 	 	- 62 -	 
	8.4.
	 	Administration of Equipment	 	 	- 62 -	 
	8.5.
	 	Administration of Deposit Accounts	 	 	- 62 -	 
	8.6.
	 	General Provisions	 	 	- 63 -	 
	8.7.
	 	Power of Attorney	 	 	- 64 -	 
	Section 9. REPRESENTATIONS AND WARRANTIES	 	 	- 64 -	 
	9.1.
	 	General Representations and Warranties	 	 	- 64 -	 
	9.2.
	 	Complete Disclosure	 	 	- 69 -	 
	Section 10. COVENANTS AND CONTINUING AGREEMENTS	 	 	- 69 -	 
	10.1.
	 	Affirmative Covenants	 	 	- 69 -	 
	10.2.
	 	Negative Covenants	 	 	- 73 -	 
	10.3.
	 	Financial Covenants	 	 	- 77 -	 
	Section 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT	 	 	- 78 -	 
	11.1.
	 	Events of Default	 	 	- 78 -	 
	11.2.
	 	Remedies upon Default	 	 	- 79 -	 
	11.3.
	 	License	 	 	- 80 -	 
	11.4.
	 	Setoff	 	 	- 80 -	 
	11.5.
	 	Remedies Cumulative; No Waiver	 	 	- 80 -	 
	Section 12. AGENT	 	 	- 81 -	 
	12.1.
	 	Appointment, Authority and Duties of Agent	 	 	- 81 -	 
	12.2.
	 	Agreements Regarding Collateral and Field Examination Reports	 	 	- 82 -	 
	12.3.
	 	Reliance By Agent	 	 	- 82 -	 
	12.4.
	 	Action Upon Default	 	 	- 83 -	 
	12.5.
	 	Ratable Sharing	 	 	- 83 -	 
	12.6.
	 	Indemnification of Agent Indemnitees	 	 	- 83 -	 
	12.7.
	 	Limitation on Responsibilities of Agent	 	 	- 83 -	 
	12.8.
	 	Successor Agent and Co-Agents	 	 	- 84 -	 
	12.9.
	 	Due Diligence and Non-Reliance	 	 	- 84 -	 
	12.10.
	 	Replacement of Certain Lenders	 	 	- 84 -	 
	12.11.
	 	Remittance of Payments and Collections	 	 	- 85 -	 
	12.12.
	 	Agent in its Individual Capacity	 	 	- 85 -	 
	12.13.
	 	Agent Titles	 	 	- 85 -	 
	12.14.
	 	No Third Party Beneficiaries	 	 	- 86 -	 
	Section 13. COLLECTION ALLOCATION MECHANISM	 	 	- 86 -	 
	13.1.
	 	Implementation of CAM	 	 	- 86 -	 
	Section 14. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS	 	 	- 86 -	 
	14.1.
	 	Successors and Assigns	 	 	- 86 -	 
	14.2.
	 	Participations	 	 	- 87 -	 
	14.3.
	 	Assignments	 	 	- 87 -	 
	Section 15. MISCELLANEOUS	 	 	- 88 -	 
	15.1.
	 	Consents, Amendments and Waivers	 	 	- 88 -	 
	15.2.
	 	Indemnity	 	 	- 89 -	 
	15.3.
	 	Notices and Communications	 	 	- 89 -	 






(ii)









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	15.4.
	 	Performance of Borrowers' Obligations	 	 	- 90 -	 
	15.5.
	 	Credit Inquiries	 	 	- 90 -	 
	15.6.
	 	Severability	 	 	- 90 -	 
	15.7.
	 	Cumulative Effect; Conflict of Terms	 	 	- 90 -	 
	15.8.
	 	Counterparts	 	 	- 90 -	 
	15.9.
	 	Entire Agreement	 	 	- 90 -	 
	15.10.
	 	Relationship with Lenders	 	 	- 90 -	 
	15.11.
	 	No Advisory or Fiduciary Responsibility	 	 	- 90 -	 
	15.12.
	 	Process Agent	 	 	- 91 -	 
	15.13.
	 	Confidentiality	 	 	- 91 -	 
	15.14.
	 	Certifications Regarding Existing Senior Notes	 	 	- 92 -	 
	15.15.
	 	GOVERNING LAW	 	 	- 92 -	 
	15.16.
	 	Consent to Forum	 	 	- 92 -	 
	15.17.
	 	Waivers by Borrowers	 	 	- 92 -	 
	15.18.
	 	Patriot Act Notice	 	 	- 93 -	 
	15.19.
	 	Foreign Obligors	 	 	- 93 -	 






LIST OF EXHIBITS AND SCHEDULES




Exhibit A     Domestic Revolver Note

Exhibit B     UK Revolver Note

Exhibit C     Assignment and Acceptance

Exhibit D     Assignment Notice

Exhibit E     Borrowing Base Certificate

Exhibit F     Compliance Certificate

Exhibit G     Notice of Borrowing

Exhibit H     Notice of Conversion/Continuation

Exhibit I     Form of Joinder




	 	 	 
	Schedule 1.1

	 	Revolver Commitments of Lenders
	Schedule 7.1

	 	Commercial Tort Claims
	Schedule 7.4

	 	Mortgages
	Schedule 8.5

	 	Deposit Accounts
	Schedule 8.6.1

	 	Locations of Collateral
	Schedule 9.1.4

	 	Names and Capital Structure
	Schedule 9.1.11

	 	Patents, Trademarks, Copyrights and Licenses
	Schedule 9.1.14

	 	Environmental Matters
	Schedule 9.1.16

	 	Litigation
	Schedule 9.1.18

	 	Pension Plans
	Schedule 9.1.20

	 	Labor Contracts
	Schedule 10.2.1

	 	Existing Debt
	Schedule 10.2.2

	 	Existing Liens
	Schedule 10.2.5

	 	Permitted Investments
	Schedule 10.2.7

	 	Permitted Asset Dispositions
	Schedule 10.2.15

	 	Restrictive Agreements
	Schedule 10.2.18

	 	Existing Affiliate Transactions
	Schedule 11

	 	Mandatory Costs
	Schedule 11.1

	 	Events not Constituting an Event of Default







(iii)









 








LOAN AND SECURITY AGREEMENT




     THIS LOAN AND SECURITY AGREEMENT is dated as of January 7, 2009 (this “Agreement”),
among COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Company”), each Domestic
Borrower (as herein defined) from time to time party hereto, each UK Borrower (as herein defined)
from time to time party hereto (together, each Domestic Borrower, UK Borrower and the Company,
collectively, “Borrowers”), the financial institutions party to this Agreement from time to
time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., as agent for Lenders
(“Agent”)



R E C I T A L S:




     Borrowers have requested that Lenders provide a credit facility to Borrowers to finance their
mutual and collective business enterprise. Lenders are willing to provide the credit facility on
the terms and conditions set forth in this Agreement.



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



SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION




     1.1. Definitions. As used herein, the following terms have the meanings set forth
below:



     Account: as defined in the UCC, including all rights to payment for goods sold or
leased, or for services rendered.



     Account Debtor: a Person who is obligated under an Account, Chattel Paper or General
Intangible.



     Acquisition: (i) any acquisition (whether by purchase, lease, merger or otherwise) of
all or substantially all of any division, product line and/or business operated by any Person who
is not a Subsidiary and (ii) any acquisition of a majority of the outstanding Equity Interests of
any Person.



     Affiliate: with respect to any Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under common Control with
the Person specified. “Control” means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have correlative meanings.



     Agent Indemnitees: Agent and its officers, directors, employees, Affiliates, agents
and attorneys.



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



     Agreement: as defined in the preamble.



     Allocable Amount: as defined in Section 5.11.3.



     Anti-Terrorism Laws: any laws relating to terrorism or money laundering, including the
Patriot Act.



 









 





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



     Applicable Margin: with respect to any Type of Loan, subject in each case, to the
Margin Reduction, if applicable, (i) 3.50% for LIBOR Revolver Loans and (ii) 2.50% for Domestic
Base Rate Loans.



     Approved Account Debtor Jurisdiction: the United Kingdom and the United States and
any other jurisdiction approved in writing by Agent.



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



     Asset Disposition: a sale, lease, license, consignment, transfer or other disposition
of Property of an Obligor, including a disposition of Property in connection with a sale-leaseback
transaction or synthetic lease.



     Assignment and Acceptance: an assignment agreement between a Lender and Eligible
Assignee, in substantially the form of Exhibit C.



     Bank of America: Bank of America, N.A., a national banking association, and its
successors and assigns.



     Bank of America Indemnitees: Bank of America and its officers, directors, employees,
Affiliates, agents and attorneys.



     Bank Product: any of the following products, services or facilities extended to any
Obligor by a Lender or any of its Affiliates: (a) Cash Management Services; (b) products under
Hedging Agreements; and (c) other cash management and other products or services as may be
requested by any Obligor, other than Letters of Credit; provided, however, that for
any of the foregoing to be included as an “Obligation” for purposes of a distribution under Section
5.6.2, the applicable Secured Party and Obligor must have previously provided written notice to
Agent of (i) the existence of such Bank Product, (ii) the maximum dollar amount of obligations
arising thereunder to be included as a Bank Product Reserve (“Bank Product Amount”), and
(iii) the methodology to be used by such parties in determining the Bank Product Debt owing from
time to time. The Bank Product Amount may be changed from time to time upon written notice to
Agent by the Secured Party and Obligor. No Bank Product Amount may be established or increased at
any time that a Default or Event of Default exists, or if a reserve in such amount would cause an
Overadvance.



     Bank Product Amount: as defined in the definition of Bank Product.



     Bank Product Debt: Debt and other obligations of an Obligor relating to Bank Products.



     Bank Product Reserve: the aggregate amount of reserves established by Agent from time
to time in its discretion in respect of Bank Product Debt, which shall be at least equal to the sum
of all Bank Product Amounts.



     Bankruptcy Code: Title 11 of the United States Code, as amended from time to time or
any applicable bankruptcy, insolvency or other similar law now or hereafter in effect.



-2-









 





     Board of Directors: the Board of Directors of the Company or any committee thereof
duly authorized to act on behalf of such Board of Directors.



     Board of Governors: the Board of Governors of the Federal Reserve System.



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



     Borrower: any Domestic Borrower or UK Borrower.



     Borrower Agent: as defined in Section 4.4.



     Borrower Joinder Agreement: an agreement substantially in the form of Exhibit I or
other agreement in form and substance reasonably satisfactory to Agent, the material terms of which
shall provide that a Subsidiary of the Company shall become a party to and become bound by the
terms of this Agreement and/or the other Loan Documents in the same capacity and to the same extent
as a Domestic Borrower or UK Borrower, as applicable, hereunder, in each case, to the extent each
relevant Loan Document is applicable to such Domestic Borrower or UK Borrower, as the case may be.



     Borrowing: a group of Loans of one Type that are made on the same day or are converted
into Loans of one Type on the same day.



     Borrowing Base Certificate: a certificate, substantially in the form of Exhibit E and
otherwise in form and substance reasonably satisfactory to Agent, by which Borrowers certify
calculation of the Domestic Borrowing Base and the UK Borrowing Base.



     Business Day: (i) with respect to Domestic Base Rate Loans, any day other than a
Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of,
or are in fact closed in, North Carolina and Illinois, (ii) with respect to UK Base Rate Loan, any
day other than a Saturday, Sunday or other day on which commercial banks are authorized to close
under the laws of, or are in fact closed in, London, England or any other relevant jurisdiction, or
on which systems for settlement in Pounds or Euro are not open and (iii) with respect to a LIBOR
Loan, any such day on which dealings in Dollar deposits are conducted between banks in the London
interbank Eurodollar market.



     CAM: the mechanism for the allocation and exchange of interests in the Revolver Loans
and the collections thereunder established under Section 13.



     CAM Exchange: the exchange of Lenders’ interests provided for in Section 13.



     CAM Exchange Date: the earlier date on which there shall occur (i) any event referred
to in clause (j), (k), (l) or (m) of Section 11.1 or (ii) an acceleration of Obligations pursuant
to Section 11.2.



     CAM Percentage: with respect to any Lender, the percentage (carried out to the ninth
decimal place) determined by dividing the Dollar Equivalent of the Designated Obligations owed to
such Lender (whether or not at the time due and payable) immediately prior to the CAM Exchange by
the Dollar Equivalent of the Designated Obligations owed to all Lenders (whether or not at the time
due and payable) immediately prior to the CAM Exchange.



-3-









 





     Capital Expenditures: all liabilities incurred, expenditures made or payments due
(whether or not made) by a Borrower or Subsidiary for the acquisition of any fixed assets, or any
improvements, replacements, substitutions or additions thereto with a useful life of more than one
year, including the principal portion of Capital Leases, provided, that “Capital
Expenditures” shall not include any such expenditures which constitute an Acquisition permitted by
Section 10.2.6.



     Capital Lease: any lease that is required to be capitalized for financial reporting
purposes in accordance with GAAP.



     Cash Collateral: cash, and any interest or other income earned thereon, that is
delivered to Agent to Cash Collateralize any Obligations.



     Cash Collateral Account: a demand deposit, money market or other account established
by Agent at such financial institution as Agent may select in its Permitted Discretion, which
account shall be subject to Agent’s Liens for the benefit of Secured Parties.



     Cash Collateralize: the delivery of cash to Agent, as security for the payment of
Obligations, in an amount equal to (a) with respect to Domestic LC Obligations and UK LC
Obligations, 103% of the aggregate of such Domestic LC Obligations or UK LC Obligations, and (b)
with respect to any inchoate, contingent or other Obligations (including Obligations arising under
Bank Products), Agent’s good faith estimate of the amount due or to become due, including all fees
and other amounts relating to such Obligations. Such deposits shall not bear interest other than
any interest earned on the investment of such deposits, which investments shall be made only in
Cash Equivalents and at the direction of Borrowers and at Borrowers’ risk and expense. “Cash
Collateralization” has a correlative meaning.



     Cash Equivalents: (a)(i) marketable obligations issued or unconditionally guaranteed
by, and backed by the full faith and credit of, the United States government, maturing within 12
months of the date of acquisition; (ii) certificates of deposit, time deposits and bankers’
acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in
each case which are issued by a commercial bank organized under the laws of the United States or
any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by Moody’s at the
time of acquisition, and (unless issued by a Lender) not subject to offset rights; (iii) repurchase
obligations with a term of not more than 30 days for underlying investments of the types described
in clauses (i) and (ii) entered into with any bank meeting the qualifications specified in clause
(ii); (iv) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, and
maturing within nine months of the date of acquisition; and (e) shares of any money market fund
that has substantially all of its assets invested continuously in the types of investments referred
to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either
Moody’s or S&P; and (vi) investments by Foreign Subsidiaries with foreign governmental entities
which are members of the OECD or foreign banks organized under the laws of countries which are
members of the Organization for Economic Co-Operation and Development (the “OECD”) similar
to the investments set forth above, so long as such foreign bank has combined capital and surplus
of a Dollar Equivalent of not less than $250,000,000, and (b) with respect to UK Obligors: (i)
certificates of deposit maturing within one year after the relevant date of calculation and issued
by an Acceptable Bank; (ii) any investment in marketable debt obligations issued or guaranteed by
the government of the United States of America, the United Kingdom, any member state of the
European Economic Area or any Participating Member State or by an instrumentality or agency of any
of them having an equivalent credit rating, maturing within one year after the relevant date of
calculation and not convertible or exchangeable to any other security; (iii) commercial paper not
convertible or exchangeable to any other security: (A) for which a recognized trading market
exists; (B) issued by an issuer incorporated in the United States of America, the United Kingdom,
any member state of the European Economic Area or any Participating Member State; (C) which matures
within one year after the relevant date of calculation; and (D) which has a credit rating of either
A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or
higher by Moody’s Investor Services Limited, or, if no rating is available in respect of the
commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit
enhanced



-4-









 







debt obligations, an equivalent rating; (iv) sterling bills of exchange eligible for rediscount at
the Bank of England and accepted by an Acceptable Bank (or their dematerialized equivalent); (v)
any investment within 30 days in money market funds which (A) have a credit rating of either A-1 or
higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher
by Moody’s Investor Services Limited, (B) which invest substantially all their assets in securities
of the types described in paragraphs (b)(ii) to (b)(iv) above and (C) can be turned into cash on
not more than 30 days’ notice; (vi) or any other debt security approved by the Agent. For purposes
of this clause (b), “Acceptable Bank” means (i) a Lender or an Affiliate of a Lender; (ii) a bank
or financial institution which has a rating for its long-term unsecured and non credit-enhanced
debt obligations of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by
Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services Limited or a comparable rating from
an internationally recognized credit rating agency; or (iii) any other bank or financial
institution approved by the Agent.



     Cash Management Services: any services provided from time to time by any Lender or any
of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll,
trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable,
electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository,
information reporting, lockbox and stop payment services.



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



     Change in Law: the occurrence, after the date hereof, of (a) the adoption or taking
effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or
treaty or in the administration, interpretation or application thereof by any Governmental
Authority; or (c) the making or issuance of any request, guideline or directive (whether or not
having the force of law) by any Governmental Authority.



     Change of Control: the occurrence of any of the following events: (a) any “person” (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial
owner” (as defined in the Rules 13d-3 and 13d-5 under the Exchange Act, except for purposes of this
clause (a) such person shall be deemed to have “beneficial ownership” of all shares that any such
person has the right to acquire, whether such right is exercisable immediately or only after the
passage of time), directly or indirectly, of more than 35% of the total voting power of the Voting
Stock of the Company; (b) individuals who on the Closing Date constituted the Board of Directors
(together with any new directors whose election by such Board of Directors or whose nomination for
election by the shareholders of the Company was approved by a vote of a majority of the directors
of the Company then still in office who were either directors on the Closing Date or whose election
or nomination for election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors then in office; (c) the merger or consolidation of the Company
with or into another Person or the merger of another Person with or into the Company, or the sale
of all or substantially all the assets of the Company (determined on a consolidated basis) to
another Person other than a transaction following which (i) in the case of a merger or
consolidation transaction, holders of securities that represented 100% of the Voting Stock of the
Company immediately prior to such transaction (or other securities into which such securities are
converted as part of such merger or consolidation transaction) own directly or indirectly at least
a majority of the voting power of the Voting Stock of the surviving Person in such merger or
consolidation transaction immediately after such transaction and substantially the same proportion
as before the transaction and (ii) in the case of a sale of assets transaction, each transferee
becomes an obligor in respect of the Obligations and a Subsidiary of the transferor of such assets;
or (d) a “change of control” under the Existing Senior Notes or any similar definition or concept
in any Refinancing Debt of the Existing Senior Notes.



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



     Closing Date: as defined in Section 6.1.



     Code: the Internal Revenue Code of 1986.



     Collateral: all Property described in Section 7.1, all Property described in any
Security Documents as security for any Obligations, and all other Property that now or hereafter
secures (or is intended to secure) any Obligations.



     Commitment Termination Date: the earliest to occur of (a) the Revolver Termination
Date; (b) the date on which Borrowers terminate the Revolver Commitments pursuant to Section 2.1.4;
or (c) the date on which the Revolver Commitments are terminated pursuant to Section 11.2.



     Company: as defined in the preamble to this Agreement.



     Compliance Certificate: a certificate, in the form of Exhibit F or such other
certificate, in form and substance satisfactory to Agent, by which Borrowers certify compliance
with Section 10.3 and provide the calculations for the financial convents set forth therein.



     Contingent Obligation: any obligation of a Person arising from a guaranty, indemnity
or other assurance of payment or performance of any Debt, lease, dividend or other obligation
(“primary obligations”) of another obligor (“primary obligor”) in any manner,
whether directly or indirectly, including any obligation of such Person under any (a) guaranty,
endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation
to make take-or-pay or similar payments regardless of nonperformance by any other party to an
agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to
supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure
working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase
Property or services for the purpose of assuring the ability of the primary obligor to perform a
primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary
obligation against loss in respect thereof. The amount of any Contingent Obligation shall be
deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum
amount for which such Person may be liable under the instrument evidencing the Contingent
Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with
respect thereto.



     Contribution Notice: a contribution notice issued by the Pensions Regulator under
Section 38 or Section 47 of the Pensions Act.



     Copyright Security Agreement: each copyright security agreement pursuant to which an
Obligor grants to Agent, for the benefit of Secured Parties, a Lien on such Obligor’s interests in
its copyrights, as security for the Obligations.



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



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     Debt: as applied to any Person, without duplication, (a) all obligations of such
Person for borrowed money, (b) all obligations issued, undertaken or assumed as the deferred purchase
price of Property or services, but excluding trade payables and accrued obligations incurred and
being paid in the Ordinary Course of Business; (c) all Contingent Obligations; (d) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, including obligations
so incurred in connection with the acquisition of Property, assets or businesses; (e) all
obligations of such Person under conditional sale or other title retention agreements or incurred
as financings relating to Property purchased by such Person; (f) the principal balance of any
synthetic lease, tax retention operating lease, off-balance sheet loan, or similar off-balance
sheet financing, (g) all Capital Leases; (h) all Debt of others secured by (or for which the holder
of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on Property
owned or acquired by such Person, whether or not the obligations secured thereby have been assumed;
(i) all reimbursement obligations in connection with letters of credit issued for the account of
such Person; and (j) in the case of a Borrower, the Obligations. The Debt of a Person shall
include any recourse Debt of any partnership in which such Person is a general partner or joint
venturer 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 that terms of such Debt
provide that such Person is liable therefor.



     Default: an event or condition that, with the lapse of time or giving of notice, would
constitute an Event of Default.



     Default Rate: for any Obligation (including, to the extent permitted by law, interest
not paid when due), 2% plus the interest rate otherwise applicable thereto.



     Defaulting Lender: any Lender that (a) fails to make any payment or provide funds to
Agent or any Borrower as required hereunder or fails otherwise to perform its obligations under any
Loan Document, and such failure is not cured within one Business Day, or (b) is the subject of any
Insolvency Proceeding.



     Deposit Account Control Agreements: the deposit account control agreements to be
executed by the applicable Obligor, Agent and each institution maintaining a Deposit Account (other
than payroll, trust, tax withholding, employee benefits and petty cash Deposit Accounts) for each
Obligor, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations.



     Designated Obligations: all obligations of Borrowers with respect to (a) principal and
interest of Revolving Loans, (b) Domestic LC Obligations and (c) UK LC Obligations.



     Distribution: any declaration or payment of a distribution, interest or dividend on
any Equity Interest (other than payment-in-kind); or any purchase, redemption, or other acquisition
or retirement for value of any Equity Interest.



     Dollars and $: lawful money of the United States.



     Dollar Equivalent: when used in reference to Pounds Sterling or Euro means the amount,
at Agent’s spot rate, of Dollars which would be required to purchase such amount of Pounds Sterling
or Euro, as applicable, or the amount of Pounds Sterling or Euro, as applicable, that could be
purchased for a particular amount in Dollars.



     Domestic Accounts Formula Amount: 85% of the Value of Eligible Domestic Accounts.



     Domestic Availability: (i) the Domestic Borrowing Base minus (ii) the
principal balance of all Domestic Revolver Loans.



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     Domestic Availability Reserve: the sum (without duplication) of (a) the Inventory
Reserve; (b) the Rent and Charges Reserve; (c) the Domestic LC Reserve; (d) the Bank Product
Reserve; (e) the aggregate amount of liabilities secured by Liens upon Collateral that are senior to Agent’s
Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom);
and (f) such additional reserves, in such amounts and with respect to such matters, as Agent in its
Permitted Discretion may elect to impose from time to time; limited, in each case, to such amounts
as are attributable to Domestic Borrowers.



     Domestic Base Rate: the rate of interest announced by Bank of America from time to
time as its prime rate, which in any event will not be less than the rate of interest in effect on
such date, pursuant to this Agreement, for a Borrowing of LIBOR Loans with an Interest Period of
one month plus 1%. Such rate is set by Bank of America on the basis of various factors including
its costs and desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above or below such rate. Any
change in such rate announced by Bank of America shall take effect at the opening of business on
the day specified in the public announcement of such change.



     Domestic Base Rate Loan: any Loan that bears interest based on the Domestic Base Rate.



     Domestic Borrower: each of the Company and any other Domestic Subsidiary acceptable to
Agent that is a party to this Agreement as a Domestic Borrower as of the Closing Date or becomes
party to this Agreement as a Domestic Borrower by executing a Borrower Joinder Agreement.



     Domestic Borrowing Base: on any date of determination, an amount equal to the lesser
of (a) the aggregate amount of Domestic Revolver Commitments, minus the Domestic LC
Reserve; or (b) the sum of the Domestic Accounts Formula Amount, plus the Domestic
Inventory Formula Amount, minus the Domestic Availability Reserve.



     Domestic Guarantors: each Person organized under the laws of the United States of
America or any state, protectorate or territory of the United States of America who guarantees
payment or performance of any Obligations.



     Domestic Inventory Formula Amount: the sum of (A) the lesser of (1) 65% of the Value
of Eligible Domestic Finished Goods Inventory and (2) 85% of the NOLV Percentage of the Eligible
Domestic Finished Goods Inventory; plus (B) the lesser of (1) 65% of the Value of Eligible
Domestic Raw Materials Inventory and (2) 85% of the NOLV Percentage of Eligible Domestic Raw
Materials Inventory; plus (C) the lesser of (i) 50% of the Value of Domestic
Work-In-Progress Inventory and (ii) 85% of the NOLV Percentage of Domestic Work-In-Progress
Inventory.



     Domestic LC Application: an application by Borrower Agent to Issuing Bank for issuance
of a Domestic Letter of Credit, in form and substance reasonably satisfactory to Issuing Bank.



     Domestic LC Conditions: the following conditions necessary for issuance of a Domestic
Letter of Credit: (a) each of the conditions set forth in Section 6; (b) after giving effect to
such issuance, total Domestic LC Obligations do not exceed the Domestic Letter of Credit Subline,
no Domestic Overadvance exists and, if no Domestic Revolver Loans are outstanding, the Domestic LC
Obligations do not exceed the Domestic Borrowing Base (without giving effect to the Domestic LC
Reserve for purposes of this calculation); (c) the expiration date of such Domestic Letter of
Credit is (i) no more than 365 days from issuance, in the case of standby Domestic Letters of
Credit, (ii) no more than 120 days from issuance, in the case of documentary Domestic Letters of
Credit, and (iii) at least 10 Business Days prior to the Revolver Termination Date (except, in each
case, for Domestic Letters of Credit which include an automatic renewal provision); (d) the
Domestic Letter of Credit and payments thereunder are denominated in Dollars; (e) the purpose and
form of the proposed Domestic Letter of Credit is reasonably satisfactory to Agent and Issuing Bank
in their discretion; and (f) prior to or upon giving effect to the issuance of such Domestic Letter
of Credit, no Default or Event of Default exists or would exist.



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     Domestic LC Documents: all documents, instruments and agreements (including Domestic
LC Requests and Domestic LC Applications) delivered by Domestic Borrowers or any other Person to
Issuing Bank or Agent in connection with issuance, amendment or renewal of, or payment under, any
Domestic Letter of Credit.



     Domestic LC Obligations: the sum (without duplication) of (a) all amounts owing by
Domestic Borrowers for any drawings under Domestic Letters of Credit; (b) the stated amount of all
outstanding Domestic Letters of Credit; and (c) all fees and other amounts due and owing with
respect to Domestic Letters of Credit.



     Domestic LC Request: a request for issuance of a Domestic Letter of Credit, to be
provided by Borrower Agent to Issuing Bank, in form satisfactory to Agent and Issuing Bank.



     Domestic LC Reserve: the aggregate of all Domestic LC Obligations, other than (a)
those that have been Cash Collateralized; (b) if no Event of Default exists, those constituting
charges or other amounts owing to the Issuing Bank; and (c) all fees owing with respect to Domestic
Letters of Credit.



     Domestic Letter of Credit: any standby or documentary letter of credit issued by
Issuing Bank for the account of a Domestic Borrower, or any indemnity, guarantee, exposure
transmittal memorandum or similar form of credit support issued by Agent or Issuing Bank for the
benefit of a Domestic Borrower.



     Domestic Letter of Credit Subline: $10,000,000.



     Domestic Obligations: all Obligations other than UK Obligations.



     Domestic Obligor: any Domestic Borrower or Domestic Guarantor.



     Domestic Overadvance: as defined in Section 2.1.5.



     Domestic Overadvance Loan: a Domestic Base Rate Loan made when an Domestic Overadvance
exists or is caused by the funding thereof.



     Domestic Protective Advance: as defined in Section 2.1.6.



     Domestic Revolver Note: a promissory note executed by Domestic Borrowers in favor of
and at the request of a Lender substantially in the form of Exhibit A, which shall be in the amount
of such Lender’s Domestic Revolver Commitment and shall evidence the Domestic Revolver Loans made
by such Lender.



     Domestic Revolver Loan: a loan made pursuant to Section 2.1, and any Domestic
Swingline Loan, Domestic Overadvance Loan or Domestic Protective Advance.



     Domestic Revolver Commitment: for any Lender, its obligation to make Domestic Revolver
Loans, and to participate in Domestic LC Obligations up to the maximum principal amount shown on
Schedule 1.1, or as hereafter determined pursuant to each Assignment and Acceptance to which it is
a party. “Domestic Revolver Commitments” means the aggregate amount of such commitments of
all Lenders.



     Domestic Revolving Facility Exposure: for any Lender at any time, the sum of (i) the
principal amount of all Domestic Revolver Loans made to Domestic Borrowers by such Lender and
outstanding at such time, and (ii) such Lender’s share of the LC Outstandings at such time.



     Domestic Subsidiary: any direct or indirect Subsidiary of the Company that is
organized under the laws of the United States or any state, protectorate or territory of the United
States.



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     Domestic Swingline Loan: any Borrowing of Domestic Base Rate Loans funded with Agent’s
funds, until such Borrowing is settled among Lenders pursuant to Section 4.1.3.



     Dominion Account: a special account established by Borrowers at Bank of America or
another bank acceptable to Agent, over which Agent has control (as defined in the UCC) or any UK
Dominion Account.



     EBITDA: determined on a consolidated basis for Borrowers and Subsidiaries, the sum of
(i) net income, calculated before (a) interest expense, (b) provision for income taxes, (c)
depreciation and amortization expense, (d) gains or losses arising from the sale of capital assets,
(e) gains arising from the write-up of assets, (f) any extraordinary gains, (g) non-cash charges
and expenses (other than those which represent a reserve for or actual cash item in such period or
any future period), (h) one-time non-recurring costs and expenses associated with the issuance of
Equity Interests, to the extent such costs and expenses are financed with the proceeds of such
issuance, (i) costs and expenses in connection with the termination of the Obligors’ existing
credit facility and the execution of the Loan Documents, (j) severance costs and expenses in an
amount not to exceed $1,000,000 in the aggregate in any Fiscal Year, and (k) any non-cash losses
resulting from mark to market accounting of Hedging Agreements (in each case, to the extent
included in determining net income) minus (ii) non-cash gains (including those resulting
from mark to market accounting of Hedging Agreements) minus (iii) cash payments made in
such period to the extent such payments relate to a non-cash loss, charge or expense in any prior
period which was added back in determining EBITDA.



     Eligible Assignee: a Person that is (a) a Lender, U.S.-based Affiliate of a Lender or
Approved Fund; (b) any other financial institution approved by Agent and Borrower Agent (which
approval by Borrower Agent shall not be unreasonably withheld or delayed, and shall be deemed given
if no objection is made within three Business Days after delivery of notice of the proposed
assignment), that is organized under the laws of the United States or any state or district
thereof, has total assets in excess of $5 billion, extends asset-based lending facilities in its
ordinary course of business and whose becoming an assignee would not constitute a prohibited
transaction under Section 4975 of the Code or any other Applicable Law; and (c) during any Event of
Default, any Person reasonably acceptable to Agent in its discretion.



     Eligible Domestic Account: an Account owing to a Domestic Borrower that arises in the
Ordinary Course of Business from the sale of goods, is payable in Dollars and is deemed by Agent,
in its Permitted Discretion, to be an Eligible Domestic Account. Without limiting the foregoing,
no Account shall be an Eligible Domestic Account if (a) it is unpaid for more than 60 days after
the original due date, or more than 90 days after the original invoice date, (or, in the case of
Accounts owing to a Domestic Borrower by Volvo or Mack Truck, unpaid for more than 90 days after
the original due date or more than 120 days after the original invoice date, up to an aggregate
amount of $5,000,000 at any time, for the portion of such Accounts which are unpaid for more than
90 days after the original invoice date, to the extent the portion of such Accounts does not remain
unpaid for more than 120 days after the original invoice date); (b) 25% or more of the Accounts
owing by the Account Debtor are not Eligible Domestic Accounts under the foregoing clause; (c) when
aggregated with other Accounts owing by the Account Debtor, it exceeds 20% of the aggregate
Eligible Domestic Accounts (or such higher percentage as Agent may establish for the Account Debtor
from time to time); (d) it does not conform with a covenant or representation herein; (e) it is
owing by a creditor or supplier, or is otherwise subject to offset, counterclaim, dispute,
deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (but
ineligibility shall be limited to the amount thereof); (f) an Insolvency Proceeding has been
commenced by or against the Account Debtor (provided, that so long as an order exists
permitting payment of trade creditors specifically with respect to such Account Debtor and such
Account Debtor has obtained adequate post-petition financing to pay such Accounts, the Accounts of
such Account Debtor shall not be deemed in eligible under the provisions of this clause to the
extent the order permitting such financing allows the payment of the applicable Account; or the
Account Debtor has suspended or ceased doing business, is liquidating, dissolving or winding up its
affairs, or is not Solvent; or Domestic Borrower is not able to bring suit or



-10-









 







enforce remedies against the Account Debtor through judicial process (g) the Account Debtor is
organized or has its principal offices or assets outside the United States or Canada,
(provided that, notwithstanding anything in this clause (g) to the contrary, Eligible
Domestic Accounts may include Accounts in an aggregate not to exceed at any time $2,000,000 owing
to a Domestic Borrower by Kenworth/Paccar, Volvo, Caterpillar or such other Account Debtor as
approved by Agent in writing); (h) it is owing by a Government Authority, unless the Account Debtor
is the United States or any department, agency or instrumentality thereof and the Account has been
assigned to Agent in compliance with the Assignment of Claims Act; (i) it is not subject to a duly
perfected, first priority Lien in favor of Agent, or is subject to any other Lien other than the
Liens described in clauses (c), (d), (f), (g), and (l) of Section 10.2.2; (j) the goods giving rise
to it have not been delivered to and accepted by the Account Debtor, the services giving rise to it
have not been accepted by the Account Debtor, or it otherwise does not represent a final sale; (k)
it is evidenced by Chattel Paper or an Instrument, promissory note or bill of exchange of any kind,
or has been reduced to judgment; (l) its payment has been extended, the Account Debtor has made a
partial payment, or it arises from a sale on a cash-on-delivery basis; (m) it arises from a sale to
an Affiliate, from a sale on a bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval,
consignment, or other repurchase or return basis, or from a sale to a Person for personal, family
or household purposes; (n) it represents a progress billing or retainage; or (o) it includes a
billing for interest, fees or late charges, but ineligibility shall be limited to the extent
thereof. In calculating delinquent portions of Accounts under clauses (a) and (b), credit balances
more than 90 days old will be excluded.



     Eligible Domestic Finished Goods Inventory: Eligible Domestic Inventory constituting
finished goods.



     Eligible Domestic Inventory: Inventory owned by a Domestic Borrower that Agent, in its
Permitted Discretion, deems to be Eligible Domestic Inventory. Without limiting the foregoing, no
Inventory shall be Eligible Domestic Inventory unless it (a) is finished goods, raw materials, or
work-in-process, packaging or shipping materials, labels, samples, display items, bags, replacement
parts or manufacturing supplies; (b) is not held on consignment, nor subject to any deposit or
downpayment; (c) is in new and saleable condition and is not damaged, defective, shopworn or
otherwise unfit for sale; (d) is not slow-moving, obsolete or unmerchantable, and does not
constitute returned or repossessed goods; (e) meets all material standards imposed by any
Governmental Authority, and does not constitute hazardous materials under any Environmental Law;
(f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly
perfected, first priority Lien, and no other Lien other than Liens described in clauses (c), (d),
(f) and (g) of Section 10.2.2; (h) is within the continental United States or Canada, is not in
transit except between locations of Domestic Borrowers, and is not consigned to any Person; (i) is
not subject to any warehouse receipt or negotiable Document except to the extent Agent’s security
interest in such warehouse receipt or negotiable Document is perfected; (j) is not subject to any
License or other arrangement that restricts such Domestic Borrower’s or Agent’s right to dispose of
such Inventory, unless Agent has received an appropriate Lien Waiver; and (k) is not located on
leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper,
freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or
an appropriate Rent and Charges Reserve has been established.



     Eligible Domestic Raw Materials Inventory: Eligible Domestic Inventory constituting
raw materials.



     Eligible Domestic Work-in-Process Inventory: Eligible Domestic Inventory constituting
work-in-process.



     Eligible UK Account: an Account owing to a UK Borrower that arises in the Ordinary
Course of Business from the sale of goods, is payable in Pounds Sterling and is deemed by Agent, in
its Permitted Discretion, to be an Eligible UK Account. Without limiting the foregoing, no Account
shall be an Eligible UK Account if (a) it is unpaid for more than 60 days after the original due
date, or more than 90



-11-









 







days after the original invoice date; (b) 25% or more of the Accounts owing by the Account
Debtor are not Eligible UK Accounts under the foregoing clause; (c) which is not governed by the
laws of an Approved Account Debtor Jurisdiction; (d) with respect to which there exists no
prohibition or restriction (where under the related contract or applicable law) on the disclosure
of the related Contract or any other information relating to such Account or the related Obligor or
with respect to which the consent of the related Obligor to such disclosure has not been obtained;
(e) when aggregated with other Accounts owing by the Account Debtor, it exceeds 10% of the
aggregate Eligible UK Accounts (or such higher percentage as Agent may establish for the Account
Debtor from time to time); (f) it does not conform with a covenant or representation herein; (g) it
is owing by a creditor or supplier, or is otherwise subject to offset, counterclaim, dispute,
deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (but
ineligibility shall be limited to the amount thereof); (h) an Insolvency Proceeding has been
commenced by or against the Account Debtor (provided, that where such Account Debtor is organized
or has its principal offices or assets in the United States, so long as an order exists permitting
payment of trade creditors specifically with respect to such Account Debtor and such Account Debtor
has obtained adequate post-petition financing to pay such Accounts, the Accounts of such Account
Debtor shall not be deemed ineligible under the provisions of this clause to the extent the order
permitting such financing allows the payment of the applicable Account); or the Account Debtor has
failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its
affairs, or is not Solvent; or UK Borrower is not able to bring suit or enforce remedies against
the Account Debtor through judicial process (i) the Account Debtor is organized, has its principal
offices or assets, is resident or has its “centre of main interest” (as that term is used in
Article 3(1) of The Council of the European Union Regulation NO. 1346/2000 on Insolvency
Proceedings) outside an Approved Account Debtor Jurisdiction; (j) it is owing by a Government
Authority; (k) it does not arise under a Contract that, together with such Account, is in full
force and effect and constitutes the legal, valid and binding obligation of the related Account
Debtor, enforceable against such Account Debtor (except as enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights
generally or by equitable principles relating to enforceability); (l) it is not subject to a duly
perfected, first priority Lien in the form of a fixed charge or assignment in favor of Agent; (m)
it is subject to any other Lien other than the Liens described in clause (f) of Section 10.2.2; (n)
the granting of such Lien violates, conflicts with or contravenes any applicable laws or any
contractual or other restriction, limitation or encumbrance (including any restriction or
limitation under the related contract) or requires the consent of, or of notice to, the applicable
Obligor or any other Person other than such consents as have been obtained and notices that have
been given (copies of which have been provided to Agent) in favor of Agent; (o) the goods giving
rise to it have not been delivered to and accepted by the Account Debtor, the services giving rise
to it have not been accepted by the Account Debtor, or it otherwise does not represent a final
sale; (p) it is evidenced by Chattel Paper or an Instrument, promissory note or bill of exchange of
any kind, or has been reduced to judgment; (q) its payment has been extended, the Account Debtor
has made a partial payment, or it arises from a sale on a cash-on-delivery basis; (r) it arises
from a sale to an Affiliate, from a sale on a bill-and-hold, guaranteed sale, sale-or-return,
sale-on-approval, consignment, or other repurchase or return basis or from a sale to a Person for
personal, family or household purposes; (s) it represents a progress billing or retainage, (t) it
arises from the sale of any inventory (or other materials used to render or process the goods
related to such Account) that is subject to any dispute covering the proceeds of such inventory, if
such dispute would extend to such Account; or (u) it includes a billing for interest, fees or late
charges, but ineligibility shall be limited to the extent thereof. In calculating delinquent
portions of Accounts under clauses (a) and (b), credit balances more than 90 days old will be
excluded. “Contract” means, for purposes of this definition, in relation to any Account,
any and all contracts, instruments, agreements, invoices, notes or other writings (including an
agreement evidenced by a purchase order or similar document) pursuant to or under which an Account
Debtor becomes or is obligated to make payments on or in respect of such Account.



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     Eligible UK Finished Goods Inventory: Eligible UK Inventory constituting finished
goods.



     Eligible UK Inventory: Inventory owned by a UK Borrower that Agent, in its Permitted Discretion, deems to be Eligible UK Inventory. Without limiting the
foregoing, no Inventory
shall be Eligible UK Inventory unless it (a) is finished goods, raw materials, or work-in-process,
packaging or shipping materials, labels, samples, display items, bags, replacement parts or
manufacturing supplies; (b) is not held on consignment, nor subject to any deposit or downpayment;
(c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for
sale; (d) is not slow-moving, obsolete or unmerchantable, and does not constitute returned or
repossessed goods; (e) meets all material standards imposed by any Governmental Authority, and does
not constitute hazardous materials under any Environmental Law; (f) conforms with the covenants and
representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other
Lien other than Liens described in clause (f) of Section 10.2.2; (h) is within the United Kingdom,
is not in transit except between locations of UK Borrowers, and is not consigned to any Person; (i)
is not subject to any warehouse receipt or negotiable Document except to the extent Agent’s
security interest in such warehouse receipt or negotiable Document is perfected; (j) is not subject
to any License or other arrangement that restricts such UK Borrower’s or Agent’s right to dispose
of such Inventory, unless Agent has received an appropriate Lien Waiver; (k) such UK Borrower has
good, valid and marketable title thereto; and (l) is not located on leased premises or in the
possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other
Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and
Charges Reserve has been established.



     Eligible UK Raw Materials Inventory: Eligible UK Inventory constituting raw materials.



     Eligible UK Work-in-Process Inventory: Eligible UK Inventory constituting
works-in-process.



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



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



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



     Environmental Release: a release as defined in CERCLA or under any other Environmental
Law.



     Equity Interest: the interest of any (a) shareholder in a corporation, company, or
beneficial interests in a trust or other equity ownership interest of a Person and any warrants,
options, or other rights entitling the holder thereof to purchase or acquire any such equity
interest; (b) partner in a partnership (whether general, limited, limited liability or joint
venture); (c) member in a limited liability company; or (d) other Person having any other form of
equity security or ownership interest.



     ERISA: the Employee Retirement Income Security Act of 1974.



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



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     ERISA Event: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal
by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a
plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a
complete or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent
to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer
Plan; (e) any Obligor or ERISA Affiliate fails to meet any funding obligations with respect to any
Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition
which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of
a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under
Section 4007 of ERISA, upon any Obligor or ERISA Affiliate.



     Euro or €: the single currency of the European Union as constituted by the
Treaty on European Union and as referred to in the legislative measures of the European Union for
the introduction of, changeover to or operation of the Euro in one or more member states.



     Event of Default: as defined in Section 11.



     Exchange Act: the U.S. Securities Exchange Act of 1934, as amended.



     Excluded Collateral: as defined in Section 7.1.



     Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient
of a payment to be made by or on account of any Obligation, (a) taxes imposed on or measured by its
overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such
recipient is organized or in which its principal office is located or, in the case of any Lender,
in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the
United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is
located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to
a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any
United States withholding tax that is (i) required pursuant to laws in force at the time such
Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to
such Lender’s failure or inability (other than as a result of a Change in Law) to comply with
Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled,
at the time of designation of a new Lending Office (or assignment), to receive additional amounts
from Borrowers with respect to such withholding tax.



     Existing Senior Notes: the 8% Senior Notes Due 2013, issued pursuant to the Indenture.



     Extraordinary Expenses: all costs, expenses or advances that Agent may incur during a
Default or an Event of Default, or during the pendency of an Insolvency Proceeding of an Obligor,
including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal,
insurance, manufacture, preparation or advertising for sale, sale, collection, or other
preservation of or realization upon any Collateral; (b) subject to Section 15.2, any action,
arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Obligor,
any representative of creditors of an Obligor or any other Person) in any way relating to any
Collateral (including the validity, perfection, priority or avoidability of Agent’s Liens with
respect to any Collateral), Loan Documents, Letters of Credit or Obligations, including any lender
liability or other Claims; (c) the exercise, protection or enforcement of any rights or remedies of
Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any
taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; (f) negotiation
and documentation of any modification, waiver, workout, restructuring or forbearance with respect
to any



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Loan Documents or Obligations; and (g) Protective Advances. Such costs, expenses and advances
include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation
and standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and
commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of
any Obligor or independent contractors in liquidating any Collateral, and travel expenses.



     Facility Office: in respect of a Lender, the office or offices designated by such
Lender to Agent in writing on or before the date it becomes a Lender (or, following that date, by
not less than five Business Days’ written notice) as the office or offices through which it will
perform its obligations under this Agreement.



     Fee Letter: any fee letter agreement between Agent and the Company executed in
connection with the transactions contemplated by this Agreement.



     Fiscal Month: each fiscal month of Borrowers and Subsidiaries for accounting and tax
purposes.



     Financial Support Direction: a financial support direction issued by the Pensions
Regulator under Section 43 of the Pensions Act.



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



     Fiscal Year: the fiscal year of Borrowers and Subsidiaries for accounting and tax
purposes, ending on or about December 31 of each year.



     Fixed Charge Coverage Ratio: the ratio, determined on a consolidated basis for
Borrowers and Subsidiaries as of the last day of the most recent four Fiscal Quarters, of (a)
EBITDA minus Capital Expenditures and net cash taxes paid (not less than $0), to (b) Fixed
Charges.



     Fixed Charges: the sum of (i) interest expense (other than payment-in-kind or
amortization of fees), (ii) all scheduled principal payments (as such may have been reduced by
prior prepayments) and all prepayments made on Borrowed Money, and (iii) cash Distributions made
by the Company.



     FLSA: the Fair Labor Standards Act of 1938.



     Foreign Lender: any Lender that is organized under the laws of a jurisdiction other
than the laws of the United States, or any state or district thereof.



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



     Foreign Subsidiary: a Subsidiary that is a “controlled foreign corporation” under
Section 957 of the Code.



     Full Payment: with respect to any Obligations (other than contingent obligations not
then due and owing or for which no claim has been made), (a) the full cash payment thereof,
including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or
not allowed in the proceeding); (b) if such Obligations are Domestic LC Obligations or UK LC
Obligations or are otherwise contingent and asserted or likely to be asserted, Cash
Collateralization thereof (or delivery of a standby letter of credit reasonably acceptable to Agent
in its discretion, in the amount of required Cash Collateral); and (c) a release of any Claims of
Obligors against Agent, Lenders and Issuing Bank arising on or before the payment date. No Loans
shall be deemed to have been paid in full until all Revolver Commitments related to such Loans have
expired or been terminated.



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     GAAP: generally accepted accounting principles in effect in the United States from
time to time.



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



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



     Guarantor: any Domestic Guarantor or UK Guarantor.



     Guarantor Payment: as defined in Section 5.11.3.



     Guaranty: each guaranty agreement executed by a Guarantor in favor of Agent.



     Hedging Agreement: an agreement relating to any swap, cap, floor, collar, option,
forward, cross right or obligation, or combination thereof or similar transaction, with respect to
interest rate, foreign exchange, currency, commodity, credit or equity risk.



     Immaterial Subsidiary: any Subsidiary of the Company (a) the assets of which
Subsidiary constitute less than or equal to 1% of the total assets of the Company and its
Subsidiaries on a consolidated basis and collectively with all Immaterial Subsidiaries, less than
or equal to 5% of the total assets of the Company and its Subsidiaries on a consolidated basis, and
(b) the revenues of which Subsidiary account for less than or equal to 1% of the total revenues of
the Company and its Subsidiaries on a consolidated basis and collectively with all Immaterial
Subsidiaries, less than or equal to 5% of the total revenues of the Company and its Subsidiaries on
a consolidated basis.



     Indemnified Taxes: Taxes other than Excluded Taxes.



     Indemnitees: Agent Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees and Bank
of America Indemnitees.



     Indenture: the Indenture, dated as of July 6, 2005, between the Company and U.S. Bank
National Association, as Trustee, with respect to the Company’s Existing Senior Notes, or any
Refinancing Debt in respect thereof.



     Indenture Formula Amount: the amount of Revolver Loans that may be incurred by the
Company and its Subsidiaries pursuant to Section 4.03(b)(1) of the Indenture as in effect on the
date hereof; provided, however, that if the aggregate amount of Obligations that
may be secured by Liens permitted under clause (7) of the definition of “Permitted Liens” contained
in the Indenture as in effect on the date hereof is less than such amount, the Indenture Formula
Amount shall be limited to the aggregate amount of Obligations that can be secured by such
Permitted Liens.



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



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



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



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



     Interest Period: as defined in Section 3.1.3.



     Inventory Reserve: reserves established by Agent to reflect factors that may
negatively impact the Value of Inventory, including change in salability, obsolescence,
seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor
chargebacks.



     Investment: any Acquisition; any acquisition of record or beneficial ownership of any
Equity Interests of a Person; or any loan, advance or capital contribution to or other investment
in any other Person.



     IRS: the United States Internal Revenue Service.



     Issuing Bank: Bank of America or an Affiliate of Bank of America.



     Issuing Bank Indemnitees: Issuing Bank and its officers, directors, employees,
Affiliates, agents and attorneys.



     Lender Indemnitees: Lenders and their officers, directors, employees, Affiliates,
agents and attorneys.



     Lenders: as defined in the preamble to this Agreement, including Agent in its capacity
as a provider of Swingline Loans and any other Person who hereafter becomes a “Lender” pursuant to
an Assignment and Acceptance.



     Lending Office: the office designated as such by the applicable Lender at the time it
becomes party to this Agreement or thereafter by notice to Agent and Borrower Agent.



     Letter of Credit: any Domestic Letter of Credit or UK Letter of Credit. “Letters
of Credit” means the Domestic Letters of Credit and the UK Letters of Credit.



     LIBOR: for any Interest Period with respect to a LIBOR Loan, the per annum rate of
interest (rounded upward, if necessary, to the nearest 1/8th of 1%), determined by Agent at
approximately 11:00 a.m. (London time) two Business Days prior to commencement of such Interest
Period, for a term comparable to such Interest Period, equal to (a) the British Bankers Association
LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source
designated by Agent); or (b) if BBA LIBOR is not available for any reason, the interest rate at
which Dollar deposits in the approximate amount of the LIBOR Loan would be offered by Bank of
America’s London branch to major banks in the London interbank Eurodollar market. If the Board of
Governors imposes a Reserve Percentage with respect to LIBOR deposits, then LIBOR shall be the
foregoing rate, divided by 1 minus the Reserve Percentage.



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     LIBOR Loan: each set of LIBOR Revolver Loans having a common length and commencement of Interest Period.



     LIBOR Revolver Loan: a Domestic Revolver Loan or UK Revolver Loan that bears interest
based on LIBOR.



     License: any license or agreement under which an Obligor is authorized to use
Intellectual Property in connection with (a) any manufacture, marketing, distribution or
disposition of Collateral, (b) any use of Property or (c) any other conduct of its business.



     Licensor: any Person from whom an Obligor obtains the right to use any Intellectual
Property.



     Lien: any Person’s interest in Property securing an obligation owed to, or a claim by,
such Person, whether such interest is based on common law, statute or contract, including liens
(statutory or other), mortgages, collateral assignments, deposit arrangements, charges,
preferences, priorities or other security arrangements of any kind or nature whatsoever (including
any agreement to give any of the foregoing any conditional sale or retention of title agreement,
any financing or similar agreement), security interests, pledges, hypothecations, statutory trusts,
reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions,
restrictions, leases, and other title exceptions and encumbrances affecting Property;
provided, however, that non-exclusive licenses of Intellectual Property in the
Ordinary Course of Business are not Liens.



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



     Loan: a Revolver Loan.



     Loan Account: the loan account established by each Lender on its books pursuant to
Section 5.8.



     Loan Documents: this Agreement, Other Agreements and Security Documents.



     Loan Year: each 12 calendar month period commencing on the Closing Date and on each
anniversary of the Closing Date.



     Mandatory Cost: the percentage rate per annum calculated by Agent in accordance with
Schedule 11.



     Margin Reduction: a reduction in the otherwise applicable Applicable Margin equal to
0.25%, applicable if, at the end of any Fiscal Quarter ending after June 30, 2009, average Domestic
Availability for each day during such Fiscal Quarter was greater than $20,000,000; provided
that such reduction shall be effective on the first day of the calendar month following receipt by
Agent of certification by Borrower Agent of the average Domestic Availability during such Fiscal
Quarter.



     Margin Stock: as defined in Regulation U of the Board of Governors.



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



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



     Moody’s: Moody’s Investors Service, Inc., and its successors.



     Mortgage: each mortgage, fixed charge, deed of trust or deed to secure debt pursuant
to which a Borrower grants to Agent, for the benefit of Secured Parties, a Lien upon the Real
Estate owned by such Borrower, as security for the Obligations.



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



     Net Proceeds: with respect to an Asset Disposition, proceeds (including, when
received, any deferred or escrowed payments) received by an Obligor in cash from such Asset
Disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection
therewith, including legal fees and sales commissions; (b) amounts applied to repayment of Debt
secured by a Permitted Lien on Collateral sold; (c) transfer or similar taxes and the Company’s
good faith estimate of income taxes paid or payable in connection with such sale; (d) reserves for
indemnities or purchase price adjustments, until such reserves are no longer needed and (e) the
Company’s good faith estimate of payments required to be made with respect to unassumed liabilities
relating to the assets sold (provided that, to the extent such cash proceeds are not so used within
180 days of such Asset Disposition, such cash proceeds shall constitute Net Proceeds)



     NOLV Percentage: the net orderly liquidation value of Borrowers’ Inventory, expressed
as a percentage, expected to be realized at an orderly, negotiated sale held within a reasonable
period of time, net of all liquidation expenses, as determined from the most recent appraisal of
Borrowers’ Inventory performed by an appraiser and on terms satisfactory to Agent.



     Notes: each Domestic Revolver Note or UK Revolver Note.



     Notice of Borrowing: a Notice of Borrowing to be provided by Borrower Agent to request
a Borrowing of Revolver Loans, in substantially the form attached hereto as Exhibit G or otherwise
in form reasonably satisfactory to Agent.



     Notice of Conversion/Continuation: a Notice of Conversion/Continuation to be provided
by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in
substantially the form attached hereto as Exhibit H or otherwise in form reasonably satisfactory to
Agent.



     Obligations: all (a) principal of and premium, if any on the Loans, (b) Domestic LC
Obligations and UK LC Obligations and other obligations of Obligors with respect to Letters of
Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d)
obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Bank
Product Debt and (g) other Debts,



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obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents,
whether now existing or hereafter arising, whether evidenced by a note or other writing, whether
allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a
letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or
indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several.



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



     Ordinary Course of Business: the ordinary course of business of any Borrower or
Subsidiary, consistent with past practices and undertaken in good faith.



     Organic Documents: with respect to any Person, as applicable, its charter, certificate
or articles of incorporation, bylaws, articles of organization, articles of association,
memorandum, limited liability agreement, operating agreement, members agreement, shareholders
agreement, partnership agreement, certificate of partnership, certificate of formation, voting
trust agreement, or similar agreement or instrument governing the formation or operation of such
Person or in respect of a UK Borrower or other UK Obligor, its certificate of incorporation,
memorandum of association and articles of association.



     OSHA: the Occupational Safety and Health Act of 1970.



     Other Agreement: each Note; LC Document; Fee Letter; Lien Waiver; Related Real Estate
Document; Borrowing Base Certificate, Compliance Certificate, financial statement or report
delivered hereunder; or other document or agreement (other than this Agreement or a Security
Document), including any Post-Closing Agreement, now or hereafter delivered by an Obligor or other
Person (providing that an Obligor is also party to thereto) to Agent or a Lender in connection with
any transactions relating hereto.



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



     Overadvance: as defined in Section 2.1.5.



     Overadvance Loan: a Domestic Base Rate Loan or UK Base Rate Loan, as applicable, made
when an Overadvance exists or is caused by the funding thereof.



     Participant: as defined in Section 14.2.



     Participating Member State: any member state of the European Communities that adopts
or has adopted the Euro as its lawful currency in accordance with legislation of the European
Community relating to Economic and Monetary Union.



     Patent Security Agreement: each patent security agreement pursuant to which an Obligor
grants to Agent, for the benefit of Secured Parties, a Lien on such Obligor’s interests in its
patents, as security for the Obligations.



     Patriot Act: the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001),
as amended.



     Payment Item: each check, draft or other item of payment payable to a Borrower,
including those constituting proceeds of any Collateral.



     PBGC: the Pension Benefit Guaranty Corporation.



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     Percentage: for any Lender (other than any Defaulting Lender), as applicable, the
percentage of the aggregate Domestic Revolver Commitments represented by its Domestic Revolver
Commitment, or the percentage of the aggregate UK Revolver Commitments represented by its UK
Revolver Commitment.



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



     Pensions Regulator: the body corporate called the Pensions Regulator established
under Part I of the Pension Act.



     Pensions Act: the Pensions Act 2004 of the United Kingdom.



     Pensions Schemes Act: the Pensions Schemes Act 1993 of the United Kingdom.



     Permitted Asset Disposition: (a) a sale of Inventory in the Ordinary Course of
Business; (b) a disposition of Property that, in the aggregate during any 12 consecutive Fiscal
Month period, has a fair market or book value (whichever is more) of $5,000,000 or less; (c) a
disposition of Inventory that is obsolete, unmerchantable or otherwise unsaleable in the Ordinary
Course of Business and sales, discounts and write-offs of Accounts in the Ordinary Course of
Business; (d) termination of a lease, sublease, license, sublicense, use agreement or similar
agreement of real or personal Property which could not reasonably be expected to have a Material
Adverse Effect; (e) the leasing (including subleasing) or licensing (including sublicensing) of
Intellectual Property, personal Property or real Property in the Ordinary Course of Business or the
abandonment of Intellectual Property in the Ordinary Course of Business; (f) dispositions of
obsolete, uneconomical, negligible, worn-out or surplus property; (g) sales of Cash Equivalents and
marketable securities; (h) sales, transfers, leases, exchanges and dispositions (1) among the
Domestic Obligors, (2) among the UK Borrowers, (3) from the UK Obligors or non-Obligors to the
Domestic Obligors or UK Obligors, (4) among non-Obligors, or (5) to the extent constituting a
Permitted Foreign Investment, from Domestic Obligors or Domestic Subsidiaries to UK Obligors or
non-Obligor Subsidiaries; (i) granting of Permitted Liens; (j) mergers, consolidations,
amalgamations, liquidations and dissolutions to the extent permitted by Section 10.2.10, (k)
termination of any Hedging Agreement; (l) any disposition of Real Estate to a Governmental
Authority as a result of casualty or a condemnation of such Real Estate; (m) issuances of Equity
Interests to qualifying directors of Foreign Subsidiaries, (n) the capitalization or forgiveness of
Debt owed to it by other Obligors or Subsidiaries if such capitalization or forgiveness is required
in order to comply with so-called “thin capitalization” rules; (o) the cancellation, forgiveness,
set off or acceptance of prepayments of Debt owed to a Borrower to the extent not otherwise
prohibited by the terms of this Agreement; (p) the UK Restructuring; (q) dispositions set forth on
Schedule 10.2.7; (q) dispositions approved in writing by Agent and Required Lenders.



     Permitted Contingent Obligations: Contingent Obligations (a) arising from endorsements
of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from
Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or
renewal thereof that does not increase the amount of such Contingent Obligation when extended or
renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or
performance bonds, or other similar obligations; (e) arising from customary indemnification
obligations in favor of (i) purchasers in connection with Permitted Asset Dispositions and (ii)
sellers in connection with Acquisitions permitted hereunder; (f) arising under the Loan Documents;
or (g) in an aggregate amount of $5,000,000 or less at any time.



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     Permitted Discretion: Agent’s reasonable credit judgment (from the perspective of an
asset-based lender), exercised in good faith, based upon its consideration of any factor that it
reasonably believes to be relevant, including, without limitation, any factor that it believes (a)
could adversely affect the quantity, mix or value of Collateral (including any Applicable Law that
may inhibit collection of an Account), the enforceability or priority of Agent’s Liens, or the
amount in liquidation of any Collateral; (b) suggests that any collateral report or financial
information delivered by any Obligor is incomplete, inaccurate or misleading in any material
respect; (c) increases the likelihood of any Insolvency Proceeding involving an Obligor, or (d)
creates or could result in a Default or Event of Default. In exercising such judgment, Agent may
consider any factors that could increase the credit risk of lending to Borrowers on the security of
the Collateral. In exercising its Permitted Discretion with respect to modifying eligibility
criteria for Eligible Domestic Accounts, Eligible Domestic Inventory, Eligible UK Accounts and
Eligible UK Inventory, Agent will use commercially reasonable efforts to notify Borrower Agent
prior to modifying the criteria provided in the definitions thereof on the Closing Date or
thereafter.



     Permitted Foreign Investment: an Investment by any Domestic Borrower in a Foreign
Subsidiary in the form of an intercompany loan, advance or transfer of Property (other than
Accounts or Inventory); provided, that (i) any loan or advance is evidenced by a promissory
note in favor of such Domestic Borrower, (ii) any promissory note is pledged to Agent as security
for the Obligations in form reasonably satisfactory to Agent, and (iii) the aggregate amount of all
Permitted Foreign Investments made does not exceed in the aggregate during any Fiscal Year
$5,000,000, and in the aggregate during the term of this Agreement, $10,000,000.



     Permitted Lien: as defined in Section 10.2.2.



     Permitted Notes Redemption: as defined in Section 10.2.9.



     Permitted Purchase Money Debt: Purchase Money Debt of Borrowers and Subsidiaries that
is unsecured or secured only by a Purchase Money Lien, as long as the aggregate amount does not
exceed $5,000,000 at any time.



     Person: any individual, corporation, limited liability company, partnership, joint
venture, joint stock company, land trust, business trust, unincorporated organization, Governmental
Authority or other entity.



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



     Pledge Agreement: each pledge agreement executed by an Obligor in favor of Agent.



     Pounds Sterling and £: lawful money of the United Kingdom.



     Preferred Stock: as applied to the Equity Interests of any Person, the Equity
Interests of any class or classes (however designated) which are preferred as to the payment of
dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such Person, over Equity Interests of any other class of such Person.



     Preferential Indebtedness: Debt of any UK Obligor not organized under the laws of the
United States (collectively, the “Foreign Entities”) which would, pursuant to the provision
of any law relating to liquidation, bankruptcy, insolvency or creditors’ rights generally, be paid
in priority or preference to other Debt in a winding up, dissolution, administration, insolvency or
other similar process of law in any jurisdiction, and is of the types listed in Schedule 6 to the
Insolvency Act (or any statutory re-enactment or modification thereof pursuant to which the payment
of certain obligations of a Person are given statutory preference over the payment of other such
obligations). For the avoidance of doubt and for



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purposes of calculating the UK Inventory Formula Amount, Preferential Indebtedness shall mean
(and with all references herein being as set forth in Schedule 6 to the Insolvency Act of 1986) the
sum of (a) as of any date of determination (which, for purposes of this definition shall mean the
date on which any Person is calculating Preferential Indebtedness for purposes of ascertaining the
Borrowing Base), sums due at such date from any Foreign Entity on account of deductions of income
tax from emoluments paid during the immediately preceding twelve Fiscal Month period (with such
deductions being those which any Foreign Entity was liable to make under section 203 of the Income
and Corporation Taxes Act 1998 (“pay as you earn”), less the amount of the repayments of income tax
which any Foreign Entity was liable to make during such period); plus (b) sums due at the
relevant date of determination from any Foreign Entity for that period under Section 559 of the
Income and Corporation Taxes Act 1988 of the United Kingdom, if any, plus (c) any value
added tax which is referable to the immediately preceding six month period from the date of
determination (where the whole of the prescribed (meaning prescribed by regulations under the Value
Added Tax Act (1994) of the United Kingdom) accounting period to which any value added tax is
attributable falls within the six-month period, the whole amount of that tax is referable to that
period, and in any other case the amount of any value added tax which is referable to the six month
period is the proportion of the tax which is equal to such proportion, if any, of the accounting
reference period in question as falls within such six month period); plus (d) all sums
which on the relevant date of determination are due from any Foreign Entity on account of Class 1
or Class 2 contributions under the Social Security Contributions and Benefits Act 1992 of the
United Kingdom or the Social Security (Northern Ireland) Act 1975 of the United Kingdom and which
became due from such Foreign Entity in the immediately preceding twelve month period; plus
(e) all sums which on the relevant date of determination have been assessed on and are due from any
Foreign Entity on account of Class 4 contributions under either of those Acts of 1975, being sums
which (i) are due to the Commissioners of Inland Revenue (rather than to the Secretary of State of
the United Kingdom or a Northern Ireland department), and (ii) are assessed on such Foreign Entity
up through and including the most recent April 5 to have occurred prior to the relevant date of
determination, but not exceeding, in the whole, one year’s assessment; plus (f) any sum
which is owed by any Foreign Entity and is a sum to which Schedule 4 to the Pension Schemes Act
applies (contributions to occupational pension schemes and state scheme premiums); plus (g)
so much of any amount which (i) is owed by any Foreign Entity to a person who is or has been an
employee of such Foreign Entity and (ii) is payable by way of remuneration in respect of the whole
or any part of the period of the immediately preceding four months from the date of determination,
as does not exceed so much as may be prescribed by order made by the Secretary of State of the
United Kingdom which is, as of the date of this Agreement, £800; plus (h) an amount owed by
way of accrued holiday remuneration, in respect of any period of employment before the date of
determination, to a person whose employment by any Foreign Entity has been terminated, whether
before, on or after that date; plus (i) so much of any sum owed in respect of money
advanced for the purpose as has been applied for the payment of a debt which, if it had not been
paid, would have been a debt falling within paragraphs (g) or (h) hereof; plus (j) so much
of any amount which (i) is ordered (whether before or after the date of determination) to be paid
by any Foreign Entity under the Reserve Forces (Safeguard of Employment) Act 1985 of the United
Kingdom, and (ii) is so ordered in respect of a default made by such Foreign Entity before that
date in the discharge of its obligations under that Act, as does not exceed such amount as may be
prescribed by order made by the Secretary of State of the United Kingdom. For purposes of
determining whether a sum is payable by any Foreign Entity to a person by way of renumeration for
subparagraphs (g) – (j) hereof, the interpretation of “Category 5” shall govern.



     Pro Forma Basis: relative to a Specified Transaction, means that such Specified
Transaction and the following transactions in connection therewith shall be deemed to have occurred
as of the first day of the applicable period of measurement: (a) income statement items (whether
positive or negative) attributable to the property or Person subject to such Specified Transaction,
(i) in the case of an Acquisition or permitted Investment described in the definition of “Specified
Transaction”, shall be included and (ii) in the case of a disposition of all or substantially all
of the assets of or all of the Equity Interests of any Subsidiary of a Borrower or any division or
product line of a Borrower or any of its Subsidiaries, shall be excluded, (b) any retirement of
Debt, and (c) any Debt incurred or assumed by a



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Borrower or any of its Subsidiaries in connection therewith and if such Debt has a floating or
formula rate, shall have an implied rate of interest for the applicable period for purposes of this
definition determined by utilizing the rate which is or would be in effect with respect to such
Debt as at the relevant date of determination.



     Pro Rata: with respect to any Lender, relative to such Lender’s Domestic Revolver
Commitment or UK Revolver Commitment, as applicable, (i) a percentage (carried out to the ninth
decimal place) determined (a) while Domestic Revolver Commitments are outstanding, by dividing the
amount of such Lender’s Domestic Revolver Commitment by the aggregate amount of all Domestic
Revolver Commitments, and (b) at any other time, by dividing the amount of such Lender’s Domestic
Loans and Domestic LC Obligations by the aggregate amount of all outstanding Domestic Loans and
Domestic LC Obligations; or (ii) a percentage (carried out to the ninth decimal place) determined
(a) while UK Revolver Commitments are outstanding, by dividing the amount of such Lender’s UK
Revolver Commitment by the aggregate amount of all UK Revolver Commitments; and (b) at any other
time, by dividing the amount of such Lender’s UK Revolver Loans and UK LC Obligations by the
aggregate amount of all outstanding UK Revolver Loans and UK LC Obligations.



     Properly Contested: with respect to any obligation of an Obligor, (i) the obligation
is subject to a bona fide dispute regarding amount or the Obligor’s liability to pay; (ii) the
obligation is being properly contested in good faith by appropriate proceedings promptly instituted
and diligently pursued; (iii) appropriate reserves have been established in accordance with GAAP;
(iv) the failure to pay could not reasonably be expected to have a Material Adverse Effect, nor
result in forfeiture or sale of any assets of the Obligor; (v) no Lien is imposed on assets of the
Obligor, unless bonded and stayed to the reasonable satisfaction of Agent; and (v) if the
obligation results from entry of a judgment or other order, such judgment or order is stayed
pending appeal or other judicial review.



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



     Protective Advances: a Domestic Protective Advance or a UK Protective Advance.



     Purchase Money Debt: (a) Debt (other than the Obligations) for payment of any of the
purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within 90 days
before or after acquisition of any fixed assets, for the purpose of financing any of the purchase
price thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof.



     Purchase Money Lien: a Lien that secures Purchase Money Debt, encumbering only the
fixed assets acquired with such Debt (and proceeds thereof) and constituting a Capital Lease or a
purchase money security interest under the UCC.



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



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



     Refinancing Conditions: the following conditions for Refinancing Debt: (a) it is in
an aggregate principal amount that does not exceed the principal amount of the Debt being extended,
renewed, refinanced or replaced (except by the amount of any accrued interest, reasonable closing
costs, expenses fees and premium paid in connection with such extension, renewal refinancing or
replacement); (b) it has a final maturity no sooner than, a weighted average life no less than, and
a cash interest rate no greater than, the Debt being extended, renewed, refinanced or replaced; (c)
it is subordinated to the Obligations at least to the same extent as the Debt being extended,
renewed, refinanced or replaced; (d) the representations, covenants and defaults applicable to it
are not, taken as a whole, less favorable to



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Borrowers than those applicable to the Debt being extended, renewed, refinanced or replaced;
(e) no additional Lien is granted to secure it unless otherwise permitted hereunder; (f) the
obligor or obligors under any such Refinancing Debt are the same as the obligor(s) under the Debt
being extended, renewed, refinanced or replaced on such Debt; and (g) upon giving effect to it, no
Default or Event of Default exists.



     Refinancing Debt: Borrowed Money that is the result of an extension, renewal or
refinancing of the Existing Senior Notes or Debt permitted under Section 10.2.1(b), (d) or (f).



     Reimbursement Date: as defined in Section 2.3.2.



     Related Real Estate Documents: with respect to any Real Estate subject to a Mortgage,
the following, in form and substance satisfactory reasonably to Agent and received by Agent for
review as they become available: (a) a mortgagee title policy (or binder therefor) covering
Agent’s interest under the Mortgage, in a form and amount and by an insurer acceptable to Agent,
which must be fully paid on such effective date; (b) such assignments of leases, estoppel letters,
attornment agreements, consents, waivers and releases as Agent may require with respect to other
Persons having an interest in the Real Estate; (c) a current, as-built survey of the Real Estate,
containing a metes-and-bounds property description and flood plain certification, and certified by
a licensed surveyor reasonably acceptable to Agent; (d) flood insurance in an amount, with
endorsements and by an insurer reasonably acceptable to Agent, if the Real Estate is within a flood
plain; (e) a current appraisal of the Real Estate, prepared by an appraiser acceptable to Agent,
and in form and substance satisfactory to Required Lenders; (f) if available, an environmental
assessment, prepared by environmental engineers acceptable to Agent, and accompanied by such
reports, certificates, studies or data as Agent may reasonably require, which shall all be in form
and substance satisfactory to Required Lenders; and (g) an Environmental Agreement and such other
documents, instruments or agreements as Agent may reasonably require with respect to any
environmental risks regarding the Real Estate.



     Rent and Charges Reserve: the aggregate of (a) all past due rent and other amounts
owing by an Obligor to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight
forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any
Collateral; and (b) a reserve at least equal to three months rent and other charges that could be
payable to any such Person, unless it has executed a Lien Waiver.



     Report: as defined in Section 12.2.3.



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



     Required Lenders: (i) as long as three or fewer Lenders have Revolver Commitments,
then any two Lenders having, in the aggregate, Revolver Commitments in excess of 50% of the
aggregate Revolver Commitments, and (ii) as long as four or more Lenders have Revolver Commitments,
then Lenders (subject to Section 4.2) having (a) Revolver Commitments in excess of 50% of the
aggregate Revolver Commitments; and (b) if the Revolver Commitments have terminated, Loans in
excess of 50% of all outstanding Loans; provided, that the Commitments of Defaulting
Lenders shall be treated as being equal to zero for the purposes of calculating Required Lenders.



     Reserve Percentage: the reserve percentage (expressed as a decimal, rounded upward to
the nearest 1/8th of 1%) applicable to member banks under regulations issued from time to time by
the Board of Governors for determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as “Eurocurrency liabilities”).



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     Restricted Investment: any Investment by a Borrower or Subsidiary, other than (a)
Investments in Subsidiaries to the extent existing on the Closing Date and other Investments
existing on the Closing Date and set forth on Schedule 10.2.5; (b) Cash Equivalents (provided,
however, that, to the extent such Cash Equivalents are owned by an Obligor, such Cash Equivalents
are subject to Agent’s Lien and control, pursuant to documentation in form and substance
satisfactory to Agent); (c) Investments consisting of lease, utility and other similar deposits or
any other deposit permitted under Section 10.2.2 in the Ordinary Course of Business; (d)
prepayments and deposits to suppliers in the Ordinary Course of Business; (e) Hedging Agreements to
the extent permitted by Section 10.2.16; (f) Investments (i) by a Domestic Obligor in any other
Domestic Obligor, (ii) by a UK Obligor in any other UK Obligor, or any Domestic Obligor or (iii) by
Subsidiaries that are non-Obligors into Obligors or other non-Obligors; (g) the establishment of
wholly owned Subsidiaries to the extent they comply with Section 10.1.9; (h) Investments in
securities or other assets of trade creditors, customers or other Persons in the Ordinary Course of
Business that are received in settlement of bona fide disputes or pursuant to any plan of
reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such
trade creditors or customers; (i) guarantees, Contingent Obligations and other Investments
permitted under Section 10.2.1; (j) Investments to the extent such Investments reflect an increase
in the value of Investments otherwise permitted under Section 10.2.5 hereof; (k) the capitalization
or forgiveness of Debt owed to it by other Obligors or Subsidiaries if such capitalization or
forgiveness is required in order to comply with so-called “thin capitalization” rules; (l) the
cancellation, forgiveness, set off or acceptance of prepayments of Debt owed to such Borrower to
the extent not otherwise prohibited by the terms of this Agreement; (m) loans and advances to an
officer or employee for salary, travel expenses, commissions and similar items in the Ordinary
Course of Business, not to exceed, in the aggregate, $2,000,000 at any time outstanding; (n)
prepaid expenses and extensions of trade credit made in the Ordinary Course of Business; (o)
deposits with financial institutions permitted hereunder; and (p) other Investments not otherwise
listed above not to exceed, in the aggregate, $1,000,000 at any time outstanding.



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



     Revolver Commitment: for any Lender, its Domestic Revolver Commitment or its UK
Revolver Commitment. “Revolver Commitments” means the aggregate amount of such commitments
of all Lenders.



     Revolver Loan: any Domestic Revolver Loan or UK Revolver Loan, as applicable.



     Revolver Note: a Domestic Revolver Note or a UK Revolver Note, as applicable.



     Revolver Termination Date: January 7, 2012.



     Royalties: all royalties, fees, expense reimbursement and other amounts payable by a
Borrower under a License.



     S&P: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., and its successors.



     Secured Parties: Agent, Issuing Bank, Lenders and providers of Bank Products.



     Security Documents: the Pledge Agreements, Guaranties, Mortgages, Copyright Security
Agreements, Patent Security Agreements, Trademark Security Agreements, Deposit Account Control
Agreements, the UK Security Documents, and all other documents, instruments and agreements executed
and delivered by an Obligor now or hereafter securing (or given with the intent to secure) any Obligations.



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     Senior Officer: the chairman of the board, president, chief executive officer,
managing director, treasurer, controller, director of finance, chief financial officer or finance
officer of a Borrower or, if the context requires, an Obligor, or, in respect of a UK Borrower, or,
if the context requires, a UK Obligor, a director.



     Settlement Report: a report delivered by Agent to Lenders summarizing the Revolver
Loans and participations in Domestic LC Obligations and UK LC Obligations outstanding as of a given
settlement date, allocated to Lenders on a Pro Rata basis in accordance with their Revolver
Commitments.



     Solvent: as to any Person, such Person (a) owns Property whose fair saleable value is
greater than the amount required to pay all of its debts (including contingent, subordinated,
unmatured and unliquidated liabilities); (b) owns Property whose present fair saleable value (as
defined below) is greater than the probable total liabilities (including contingent, subordinated,
unmatured and unliquidated liabilities) of such Person as they become absolute and matured; (c) is
able to generally pay all of its debts as they mature; (d) has capital that is not unreasonably
small for its business and is sufficient to carry on its business and transactions and all business
and transactions in which it is about to engage; (e) is not “insolvent” within the meaning of
Section 101(32) of the Bankruptcy Code; and (f) has not incurred (by way of assumption or
otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, or
made any conveyance in connection therewith, with actual intent to hinder, delay or defraud either
present or future creditors of such Person or any of its Affiliates. “Fair saleable value”
means the amount that could be obtained for assets within a reasonable time, either through
collection or through sale under ordinary selling conditions by a capable and diligent seller to an
interested buyer who is willing (but under no compulsion) to purchase on a going concern basis.



     Specified Transaction: (a) any disposition of all or substantially all the assets of
or all the Equity Interests of any Subsidiary or of any division or product line of a Borrower or
any of its Subsidiaries, (b) any Acquisition permitted hereunder, (c) any proposed incurrence of
Debt or (d) the proposed making of a Distribution, in each case, to the extent permitted hereunder.



     Subordinated Debt: Debt incurred by a Borrower that is expressly subordinate and
junior in right of payment to Full Payment of all Obligations, and is on terms (including maturity,
interest, fees, repayment, covenants and subordination) reasonably satisfactory to Agent.



     Subsidiary: any entity at least 50% of whose voting securities or Equity Interests is
owned by the Company (including indirect ownership by the Company through other entities in which
the Company directly or indirectly owns 50% of the voting securities or Equity Interests).



     Swingline Loan: any Domestic Swingline Loan or UK Swingline Loan.



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



     Trademark Security Agreement: each trademark security agreement pursuant to which an
Obligor grants to Agent, for the benefit of Secured Parties, a Lien on such Obligor’s interests in
trademarks, as security for the Obligations.



     Transferee: any actual or potential Eligible Assignee, Participant or other Person
acquiring an interest in any Obligations.



     Type: any type of a Loan (i.e., Domestic Base Rate Loan, UK Base Rate Loan or LIBOR
Loan) that has the same interest option and, in the case of LIBOR Loans, the same Interest Period.



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     UCC: the Uniform Commercial Code as in effect in the State of Illinois or, when the
laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform
Commercial Code as in effect in such jurisdiction.



     UK Accounts Formula Amount: 85% of the Value of Eligible UK Accounts.



     UK Availability: the sum of the UK Borrowing Base minus the principal balance of all
UK Revolver Loans.



     UK Availability Reserve: the sum (without duplication) of (a) the Inventory Reserve;
(b) the Rent and Charges Reserve; (c) the UK LC Reserve; (d) the Bank Product Reserve; (e) the
aggregate amount of liabilities secured by Liens upon Collateral that are senior to Agent’s Liens
(but imposition of any such reserve shall not waive an Event of Default arising therefrom); and (f)
such additional reserves, in such amounts and with respect to such matters, as Agent in its
Permitted Discretion may elect to impose from time to time; limited, in each case with respect to
the amounts calculated in clauses (a), (b) and (e) above, to such amounts as are attributable to UK
Borrowers.



     UK Base Rate: the rate of interest announced by Bank of America from time to time as
its reference rate for Pounds Sterling that is used as a reference point for pricing loans made in
Pounds Sterling. Such rate is a rate set by Bank of America based upon various factors including
its costs and desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above or below such announced rate.
Any change in such rate announced by Bank of America shall take effect at the opening of business
on the day specified in the public announcement of such change.



     UK Base Rate Loan: any Loan that bears interest based on the UK Base Rate.



     UK Borrower: any UK Subsidiary reasonably acceptable to Agent that becomes party to
this Agreement as a UK Borrower by executing a Borrower Joinder Agreement, which may include CVS
Holdings Limited, Commercial Vehicle Systems Limited, Bostrom Limited, Bostrom International
Limited, and/or KAB Seating Limited.



     UK Borrowing Base: on any date of determination, an amount equal to the lesser of (a)
the aggregate amount of UK Revolver Commitments minus the UK LC Reserve; or (b) the Dollar
Equivalent of the sum of the UK Accounts Formula Amount, plus the UK Inventory Formula
Amount, minus the UK Availability Reserve.



     UK Closing Date: as defined in Section 6.2.



     UK Dominion Account: one or more special accounts established by UK Borrower at Bank
of America over which Agent has exclusive control of withdrawal purposes over which the relevant UK
Borrower has granted Agent a first ranking fixed charge.



     UK Guarantors: each Person who guarantees payment or performance solely of any UK
Obligations.



     UK Inventory Formula Amount: the sum of (A) the lesser of (1) 65% of the Value of
Eligible UK Finished Goods and (2) 85% of the NOLV Percentage of the Eligible UK Finished Goods;
plus (B) the lesser of (1) 65% of the Value of Eligible UK Raw Materials Inventory and (2)
85% of the NOLV Percentage of Eligible UK Raw Materials Inventory; plus (C) the lesser of
(i) 50% of the Value of UK Work-In-Progress Inventory and (ii) 85% of the NOLV Percentage of UK
Work-In-Progress Inventory minus any Preferential Indebtedness.



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     UK LC Application: an application by Borrower Agent to Issuing Bank for issuance of a
UK Letter of Credit, in form and substance reasonably satisfactory to Issuing Bank.



     UK LC Conditions: the following conditions necessary for issuance of a UK Letter of
Credit: (a) each of the conditions set forth in Section 6; (b) after giving effect to such
issuance, total UK LC Obligations do not exceed the UK Letter of Credit Subline, no UK Overadvance
exists and, if no UK Revolver Loans are outstanding, the UK LC Obligations do not exceed the UK
Borrowing Base (without giving effect to the UK LC Reserve for purposes of this calculation); (c)
the expiration date of such UK Letter of Credit is (i) no more than 365 days from issuance, in the
case of standby UK Letters of Credit, (ii) no more than 120 days from issuance, in the case of
documentary UK Letters of Credit, and (iii) at least 10 Business Days prior to the Revolver
Termination Date (except, in each case, for UK Letters of Credit which include an automatic renewal
period); (d) the UK Letter of Credit and payments thereunder are denominated in Pounds Sterling;
(e) the purpose and form of the proposed UK Letter of Credit is reasonably satisfactory to Agent
and Issuing Bank in their discretion; and (f) prior to or upon giving effect to the issuance of
such UK Letter of Credit, no Default or Event of Default exists or would exist.



     UK LC Documents: all documents, instruments and agreements (including UK LC Requests
and UK LC Applications) delivered by UK Borrowers or any other Person to Issuing Bank or Agent in
connection with issuance, amendment or renewal of, or payment under, any UK Letter of Credit.



     UK LC Obligations: the sum (without duplication) of (a) all amounts owing by UK
Borrowers for any drawings under UK Letters of Credit; (b) the stated amount of all outstanding UK
Letters of Credit; and (c) all fees and other amounts due and owing with respect to UK Letters of
Credit.



     UK LC Request: a request for issuance of a UK Letter of Credit, to be provided by
Borrower Agent to Issuing Bank, in form satisfactory to Agent and Issuing Bank.



     UK LC Reserve: the aggregate of all UK LC Obligations, other than (a) those that have
been Cash Collateralized; (b) if no Event of Default exists, those constituting charges or other
amounts owing to the Issuing Bank; and (c) all fees owing with respect to UK Letters of Credit.



     UK Letter of Credit: any standby or documentary letter of credit issued by Issuing
Bank for the account of a UK Borrower, or any indemnity, guarantee, exposure transmittal memorandum
or similar form of credit support issued by Agent or Issuing Bank for the benefit of a UK Borrower.



     UK Letter of Credit Subline: $0.



     UK Obligations: all (a) principal of and premium, if any, on the Loans made to UK
Borrowers, (b) interest, expenses, fees and other sums payable by UK Obligors under Loan Documents,
(c) obligations of UK Obligors under any indemnity for Claims, (e) Extraordinary Expenses
attributable to UK Obligors, (f) Bank Product Debt attributable to UK Obligors, and (g) other
Debts, obligations and liabilities of any kind owing by UK Obligors pursuant to the Loan Documents,
whether now existing or hereafter arising, whether evidenced by a note or other writing, whether
allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a
letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or
indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several,
it being understood that unless and until the conditions described in Section 6.2 are satisfied, no
UK Commitments have been established, the Lenders are not obligated to extend UK Revolver Loans or
issue UK Letters of Credit, and no UK Obligations will have been incurred by any UK Obligor.



     UK Obligor: each UK Borrower, UK Guarantor, or other Peron that is liable for payment
solely of any UK Obligations or that has granted a Lien in favor of Agent on its assets to secure
solely UK Obligations.



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     UK Overadvance: as defined in Section 2.1.5.



     UK Overadvance Loan: a UK Base Rate Loan made when a UK Overadvance exists or is
caused by the funding thereof.



     UK Protective Advance: as defined in Section 2.1.6.



     UK Reservations: in respect of a UK Borrower or UK Obligor: (a) the principal that
equitable remedies may be granted or refused at the discretion of a court and the limitation of
enforcement by laws relating to insolvency, reorganization and other laws generally affecting the
rights of creditors; (b) the time barring of claims under any limitation statute or law, the
possibility that an undertaking to assume liability for or indemnify a person against non-payment
of UK stamp duty may be void and defenses of set-off or counterclaim; (c) similar principals,
rights and defenses under the laws of England and Wales; and (d) any other matters which are set
out as qualifications or reservations as to matters of law of general application in any legal
opinion delivered pursuant to this Agreement.



     UK Restructuring: the series of transactions related to that certain transfers of
assets and the exchanging of debt between UK Obligors, and the necessary corporate structure
changes required in connection therewith, in such manner as disclosed to Agent prior to the date
hereof.



     UK Revolver Commitment: for any Lender, its obligation to make UK Revolver Loans and
participate in UK LC Obligations up to the maximum principal amount shown on Schedule 1.1, or as
hereafter determined pursuant to each Assignment and Acceptance to which it is a party. “UK
Revolver Commitments” means the aggregate amount of such commitments of all Lenders. The UK
Revolver Commitments of each Lender are expressed in Dollars, but UK Revolver Loans shall be made
in Pounds Sterling or Euro at the election of the Borrower Agent. For the avoidance of doubt, the
UK Revolver Commitment as of the Closing Date shall be $0.



     UK Revolver Loan: a loan made pursuant to Section 2.1, and any UK Swingline Loan, UK
Overadvance Loan or UK Protective Advance.



     UK Revolver Maximum Amount: $0.



     UK Revolver Note: a promissory note to be executed by UK Borrowers in favor of a
Lender substantially in the form of Exhibit B, which shall be in the amount of such Lender’s UK
Revolver Commitment and shall evidence the UK Revolver Loans made by such Lender.



     UK Revolving Facility Exposure: for any Lender at any time, the Dollar Equivalent of
the principal amount of all UK Revolver Loans made to UK Borrowers by such Lender and outstanding
at such time.



     UK Security Documents: such agreements and instruments as required or reasonably
requested to be executed by Agent in order to grant Agent to the extent legally possible a
perfected first-priority Lien on the assets of the UK Obligors, including, without limitation, such
debentures, share charges and security trust deeds in such form, reasonably acceptable to Agent, as
requested by Agent.



     UK Subsidiary: any direct or indirect Subsidiary of the Company organized under the
laws of the United Kingdom.



     UK Swingline Loan: any Borrowing of UK Base Rate Loans funded with Agent’s funds,
until such Borrowing is settled among Lenders pursuant to Section 4.1.3.



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



     Unpaid Sum: any sum due and payable but unpaid by a Borrower under this Agreement.



     Upstream Payment: a Distribution by a Subsidiary of a Borrower to such Borrower or
another Subsidiary (to the extent such Subsidiary is such Person’s direct parent), or in the case
of National Seating Company, pro rata Distributions to the Company and each other holder of Equity
Interests of National Seating Company.



     US Dominion Account: any Dominion Account other than a UK Dominion Account.



     Value: (a) for Inventory, its value determined on the basis of the lower of cost or
market, calculated on a first-in, first-out basis, and excluding any portion of cost attributable
to intercompany profit among Borrowers and their Affiliates; and (b) for an Account, its face
amount, net of any returns, rebates, discounts (calculated on the shortest terms), credits,
allowances or Taxes (including sales, excise or other taxes) that have been or could be claimed by
the Account Debtor or any other Person.



     Voting Stock: for any Person, all classes of Equity Interests of such Person then
outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof.



     1.2. Accounting Terms.



          Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be
interpreted, all accounting determinations shall be made, and all financial statements shall be
prepared, in accordance with GAAP applied on a basis consistent with the most recent audited
financial statements of Borrowers delivered to Agent before the Closing Date and using the same
inventory valuation method as used in such financial statements, except for any change required or
permitted by GAAP if Borrowers’ certified public accountants concur in such change, the change is
disclosed to Agent and Section 10.3 is amended in a manner satisfactory to Required Lenders to take
into account the effects of the change.




          Notwithstanding anything to the contrary contained herein, financial ratios and other
financial calculations pursuant to this Agreement shall, following any Specified Transaction, be
calculated on a Pro Forma Basis.




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




     1.3. Uniform Commercial Code.



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




     1.4. Certain Matters of Construction.



          The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this
Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used
shall be deemed to cover all genders. In the computation of periods of time from a specified date
to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to
but excluding.” The terms “including” and “include” shall mean “including, without limitation”
and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall
not be applicable to limit any provision. Section titles appear as a matter of convenience only
and shall not affect the interpretation of any Loan Document. All references to (a) laws or
statutes include all related rules, regulations, interpretations, amendments and successor
provisions; (b) any document, instrument or agreement include any amendments, amendments and
restatements, refinancings, replacements, waivers and other modifications, extensions or renewals
(to the extent permitted by the Loan Documents); (c) any section mean, unless the context otherwise
requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context
otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by
reference; (e) any Person include successors and assigns; (f) time of day mean time of day at
Agent’s notice address under Section 15.3.1 (or in the case of any UK Obligation, the time of day
at Agent’s UK Notice Office); or (g) discretion of Agent, Issuing Bank or any Lender mean the sole
and absolute discretion of such Person. All calculations of Value, fundings of Loans, issuances of
Letters of Credit and payments of Obligations shall be in Dollars or Pounds Sterling, as
applicable. All references to thresholds or limits in Dollars or $ will also be deemed to include
the Dollar Equivalent thereof. Unless the context otherwise requires, all determinations
(including calculations of Borrowing Base and financial covenants) made from time to time under the
Loan Documents shall be made in light of the circumstances existing at such time. Borrowing Base
calculations shall be consistent with historical methods of valuation and calculation, and
otherwise satisfactory to Agent (and not necessarily calculated in accordance with GAAP).
Borrowers shall have the burden of establishing any alleged negligence, misconduct or lack of good
faith by Agent, Issuing Bank or any Lender under any Loan Documents. No provision of any Loan
Documents shall be construed against any party by reason of such party having, or being deemed to
have, drafted the provision. Whenever the phrase “to the best of Borrowers’ knowledge” or words of
similar import are used in any Loan Documents, including references to “knowledge of any Obligor”,
it means actual knowledge of a Senior Officer, or knowledge that a Senior Officer would have
obtained if he or she had engaged in good faith and diligent performance of his or her duties,
including reasonably specific inquiries of employees or agents and a good faith attempt to
ascertain the matter to which such phrase relates.




     1.5. Certifications.



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




     1.6. Times of Day.



          Unless otherwise specified, all references herein to times of day shall be references to
Central time (daylight or standard, as applicable).




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SECTION 2. CREDIT FACILITIES




     2.1. Revolver Commitments.



          2.1.1. Revolver Loans.




          (a) Domestic Revolver Loans. Each Lender agrees, severally on a Pro Rata basis up to its
Domestic Revolver Commitment, on the terms set forth herein, to make Domestic Revolver Loans to the
Domestic Borrowers from time to time prior to the Commitment Termination Date. The Domestic
Revolver Loans may be repaid and reborrowed as provided herein. In no event shall Lenders have any
obligation to honor a request for a Domestic Revolver Loan if the sum of (i) the Domestic Revolving
Facility Exposure and (ii) the aggregate outstanding principal amount of Domestic Swingline Loans,
would exceed the lesser of the Domestic Revolver Commitments and the Domestic Borrowing Base.
Domestic Revolver Loans may be made as Domestic Base Rate Loans or LIBOR Revolving Loans.




          (b) UK Revolver Loans. Each Lender agrees, severally on a Pro Rata basis up to its UK
Revolver Commitment, on the terms set forth herein, to make UK Revolver Loans to UK Borrowers from
time to time prior to the Commitment Termination Date. The UK Revolver Loans may be repaid and
reborrowed as provided herein. In no event shall Lenders have any obligation to honor a request
for a UK Revolver Loan if the sum of the Dollar Equivalent of (i) the UK Revolving Facility
Exposure and (ii) the aggregate outstanding principal amount of UK Swingline Loans, would exceed
the lesser of the UK Revolver Commitments and the UK Borrowing Base. UK Revolver Loans may be made
as UK Base Rate Loans or LIBOR Revolving Loans, and may be made in Pounds Sterling or Euro, at the
option of Borrower Agent.




          (c) Limitation on Revolver Loans. Notwithstanding the foregoing, so long as any Existing
Senior Notes are outstanding, in no event shall Lenders be obligated to make Revolver Loans in
excess of the Indenture Formula Amount, including, without limitation, the making of any Revolver
Loans to a Borrower that would exceed any sublimit of the Indenture Formula Amount as further
described in Section 4.03(b)(1) of the Indenture. To the extent any Refinancing Debt replaces the
Existing Senior Notes, in no event shall Lenders be obligated to make Revolver Loans in an amount
that would exceed any similar formula, if any, in such Refinancing Debt.




          2.1.2. Revolver Notes and Denominations.




          The Revolver Loans made by each Lender and interest accruing thereon shall be evidenced by the
records of Agent and such Lender. Promptly following the request of any Lender, Borrowers shall
deliver a Revolver Note to such Lender. Borrowings by a Domestic Borrower shall be denominated
only in Dollars and Borrowings by a UK Borrower shall be denominated only in either Pounds Sterling
or Euro.




          2.1.3. Use of Proceeds.




          The proceeds of Revolver Loans shall be used by Borrowers solely (a) to satisfy existing Debt;
(b) to pay fees and transaction expenses associated with the closing of this credit facility; (c)
to pay Obligations in accordance with this Agreement; and (d) for working capital and other lawful
corporate purposes of Borrowers (including Capital Expenditures and the financing of Investments
and Acquisitions permitted hereunder).




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          2.1.4. Voluntary Reduction or Termination of Revolver Commitments.




          (a) The Revolver Commitments shall terminate on the Revolver Termination Date, unless sooner
terminated in accordance with this Agreement. Upon at least 10 Business Days prior written notice to Agent at any time after the first Loan Year, Borrowers may, at their option,
terminate the Revolver Commitments and this credit facility. Any notice of termination given by
Borrowers shall be irrevocable (unless given in connection with refinancing the Obligations). On
the Commitment Termination Date, Borrowers shall make Full Payment of all Obligations.




          (b) Domestic Borrowers may permanently reduce the Domestic Revolver Commitments, on a Pro Rata
basis for each Lender, upon at least 10 Business Days prior written notice to Agent, which notice
shall specify the amount of the reduction and shall be irrevocable once given (unless given in
connection with refinancing the Obligations). Each reduction shall be in a minimum amount of
$10,000,000, or an increment of $1,000,000 in excess thereof; provided, that in no event
shall such permanent reduction reduce the Domestic Revolver Commitments, in the aggregate, to an
amount less than $35,000,000. In connection with any reduction in the Domestic Revolver
Commitments, UK Borrowers will automatically be deemed to have requested a reduction of the UK
Revolver Commitments in a proportionate amount.




          (c) UK Borrowers may permanently reduce the UK Revolver Commitments, on a Pro Rata basis for
each Lender, upon at least 10 Business Days prior written notice to Agent, which notice shall
specify the amount of the reduction and shall be irrevocable once given (unless given in connection
with refinancing the Obligations). Each notice shall be in a minimum amount of $1,000,000, or an
increment of $500,000 in excess thereof. In connection with any reduction in the UK Revolver
Commitments, Domestic Borrowers will automatically be deemed to have requested a reduction of the
Domestic Revolver Commitments in a proportionate amount.




          2.1.5. Overadvances. If (a) the aggregate Domestic Revolver Loans exceed the
Domestic Borrowing Base, or, if applicable, when combined with the aggregate UK Revolver Loans, the
Indenture Formula Amount (“Domestic Overadvance”), or (b) the Dollar Equivalent of the
aggregate UK Revolver Loans exceed the UK Borrowing Base (“UK Overadvance”), the excess
amount shall be payable by Borrowers on demand by Agent, but all such Revolver Loans shall
nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the
Loan Documents. Unless its authority has been revoked in writing by Required Lenders, Agent may
require Lenders to honor requests for Domestic Overadvance Loans or UK Overadvance Loans and to
forbear from requiring Borrowers to cure an Overadvance, (a) when no other Event of Default is
known to Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days
(and no Overadvance may exist for at least five consecutive days thereafter before further Domestic
Overadvance Loans or UK Overadvance Loans are required), and (ii) the Overadvance, when combined
with all other Domestic or UK Overadvances and Protective Advances, as applicable, is not known by
Agent to exceed 10% of the Domestic Borrowing Base or UK Borrowing Base, as applicable; and (b)
regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously
known by it to exist, as long as from the date of such discovery the Overadvance (i) is not
increased by more than 5% of the Domestic Borrowing Base or UK Borrowing Base, as applicable, and
(ii) does not continue for more than 30 consecutive days. In no event shall Domestic Overadvance
Loans be made that would cause the outstanding Domestic Revolver Loans and Domestic LC Obligations
to exceed the aggregate Domestic Revolver Commitments and in no event shall UK Overadvance Loans be
made that would cause the outstanding UK Revolver Loans and UK LC Obligations to exceed the
aggregate UK Revolver Commitments. Any funding of a Domestic Overadvance Loan or UK Overadvance
Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event
of Default caused thereby. In no event shall any Borrower or other Obligor be deemed a beneficiary
of this Section nor authorized to enforce any of its terms.




          2.1.6. Protective Advances. Agent shall be authorized, in its discretion, at any
time that any conditions in Section 6 are not satisfied, (i) to make Domestic Base Rate Loans
(“Domestic Protective Advances”), up to an aggregate amount, when combined with all other
Domestic Protective Advances and Domestic Overadvances outstanding at any time, not to exceed 10%
of the Domestic



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Borrowing Base; and (ii) to make UK Base Rate Loans (“UK Protective Advances”), up to
an aggregate amount, when combined with all other UK Protective Advances and UK Overadvances, not
to exceed 10% of the UK Borrowing Base; in each case, (1) if Agent deems such Loans necessary or
desirable to preserve or protect Collateral, or to enhance the collectibility or repayment of
Obligations or (2) to pay any other amounts chargeable to Obligors under any Loan Documents,
including costs, fees and expenses. Each Lender shall participate in each Domestic Protective
Advance or UK Protective Advance, as applicable, on a Pro Rata basis. In no event shall any
Domestic Protective Advance be made that would cause the outstanding Domestic Revolver Loans and
Domestic LC Obligations to exceed the aggregate Domestic Revolver Commitments and in no event shall
any UK Protective Advance be made that would cause the outstanding UK Revolver Loans and UK LC
Obligations to exceed the aggregate UK Revolver Commitments. Required Lenders may at any time
revoke Agent’s authority to make further Protective Advances by written notice to Agent. Absent
such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be
conclusive.




     2.2. UK Facilities.



          2.2.1. UK Loans. Borrower Agent may, upon (i) written notice to Agent and (ii)
subject to the requirements of Section 2.2.2, on one occasion only, request that the UK Revolver
Commitments be established in an aggregate amount not to exceed the UK Revolver Maximum Amount.
Upon the approval of such request by Agent (which approval shall not be unreasonably withheld),
Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the
requested aggregate UK Revolver Commitments (which shall be in a minimum amount of $10,000,000 with
minimum increments of $1,000,000), and the date on which such establishment is requested to become
effective (which shall be not less than 20 Business Days nor more than 60 Business Days after the
date of such notice). Each Lender may, but is not obligated to, by notice to Borrower Agent and
Agent given not more than 10 Business Days after the date of Agent’s notice, agree to provide a UK
Revolver Commitment in all or a portion of the offered amount (each such Lender so agreeing being a
“UK Providing Lender”) or decline to provide a UK Revolver Commitment (and any such Lender that
does not deliver such a notice within such period of 10 Business Days shall be deemed to have
declined to provide a UK Revolver Commitment, and each Lender so declining or being deemed to have
declined being a “UK Non-Providing Lender”). In the event that, on the 10th Business
Day after Agent shall have delivered a notice pursuant to the second sentence of this paragraph,
the UK Providing Lenders shall have agreed pursuant to the preceding sentence to provide UK
Revolver Commitments in an aggregate amount less than the UK Revolver Commitments requested by
Borrower Agent, Borrower Agent may arrange for one or more banks or other entities (any such bank
or other entity referred to in this clause being an “UK Augmenting Lender”), to extend UK Revolver
Commitments in an aggregate amount equal to the unsubscribed amount; provided that each UK
Augmenting Lender, if not already a Lender hereunder or an Affiliate of a Lender hereunder, shall
be subject to the approval of Agent (which approval shall not be unreasonably withheld, delayed or
conditioned) and UK Borrowers, Borrower Agent and each UK Augmenting Lender shall execute all such
documentation as Agent shall reasonably specify to evidence its UK Revolver Commitment. At the
election of Borrower Agent, any establishment of the UK Revolver Commitments may be made in an
amount that is less than the amount requested by Borrower Agent if Borrower Agent is unable to
arrange for, or chooses not to arrange for, UK Augmenting Lenders.




          2.2.2. Conditions. Notwithstanding the foregoing, no establishment of the UK
Revolver Commitments, or the addition of a new Lender, shall become effective under this Section
2.2 unless, on the date of such establishment, the conditions set forth in Section 6.2 (other than
clause (a)) and Section 6.3 shall be satisfied or waived and Agent shall have received a
certificate to that effect dated such date and executed by a Senior Officer of the Borrowing Agent.
In connection with the establishment of UK Revolver Commitments, , Agent and Lenders, without the
consent of Borrowers (but subject to the consent of each Lender directly affected thereby) may
re-allocate Revolver Commitments (including adjusting the relative percentage of Domestic Revolver
Commitments and UK Revolver Commitments held by each Lender) among themselves and adjust Schedule
1.1 so as to reflect such adjustments, provided that the aggregate amount of Domestic Revolver Commitments and UK Revolver
Commitments shall not change.




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     2.3. Letter of Credit Facilities.



          2.3.1. Issuance of Letters of Credit. Issuing Bank agrees to issue Domestic Letters
of Credit and UK Letters of Credit, from time to time until 10 Business Days prior to the Revolver
Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth
herein, including the following:




          (a) Each Borrower acknowledges that Issuing Bank’s willingness to issue any Letter of Credit
is conditioned upon Issuing Bank’s receipt of a Domestic LC Application or UK LC Application with
respect to the requested Letter of Credit, as well as such other instruments and agreements as
Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount.
Issuing Bank shall have no obligation to issue any Domestic Letter of Credit or UK Letter of
Credit unless (i) Issuing Bank receives a Domestic LC Request or UK LC Request, as applicable, and
Domestic LC Application or UK LC Application, as applicable, at least three Business Days (or such
shorter time as agreed to by Issuing Bank) prior to the requested date of issuance; (ii) each
Domestic LC Condition or UK LC Condition, as applicable, is satisfied or waived; and (iii) if a
Defaulting Lender exists, such Lender or Borrowers have entered into arrangements satisfactory to
Agent and Issuing Bank to eliminate any funding risk associated with such Defaulting Lender. If
Issuing Bank receives written notice from a Lender at least five Business Days before issuance of a
Domestic Letter of Credit that any Domestic LC Condition has not been satisfied or waived, or a
notice from a Lender at least five Business Days before issuance of a UK Letter of Credit that any
UK LC Condition has not been satisfied or waived, Issuing Bank shall have no obligation to issue
the requested Letter of Credit (or any other) until such notice is withdrawn in writing by that
Lender or until Required Lenders have waived such condition in accordance with this Agreement.
Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any
failure of Domestic LC Conditions or UK LC Conditions.




          (b) Domestic Letters of Credit may be requested by a Domestic Borrower and UK Letters of
Credit may be requested by a UK Borrower only (i) to support obligations of such Borrower incurred
in the Ordinary Course of Business; or (ii) for other purposes as Agent may approve from time to
time in writing. The renewal or extension of any Domestic Letter of Credit shall be treated as the
issuance of a new Domestic Letter of Credit, except that delivery of a new Domestic LC Application
shall be required at the discretion of Issuing Bank. The renewal or extension of any UK Letter of
Credit shall be treated as the issuance of a new UK Letter of Credit, except that delivery of a new
UK LC Application shall be required at the discretion of Issuing Bank.




          (c) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by
the beneficiary. In connection with issuance of any Letter of Credit, none of Agent, Issuing Bank
or any Lender shall be responsible for the existence, character, quality, quantity, condition,
packing, value or delivery of any goods purported to be represented by any Documents; any
differences or variation in the character, quality, quantity, condition, packing, value or delivery
of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy,
genuineness or legal effect of any Documents or of any endorsements thereon; the time, place,
manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure
to ship, any goods referred to in a Letter of Credit or Documents; any deviation from instructions,
delay, default or fraud by any shipper or other Person in connection with any goods, shipment or
delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the
misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any
consequences arising from causes beyond the control of Issuing Bank, Agent or any Lender, including
any act or omission of a Governmental Authority. The rights and remedies of Issuing Bank under the Loan Documents shall be cumulative. Issuing Bank shall be fully subrogated to the rights and
remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any
Letter of Credit.




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          (d) In connection with its administration of and enforcement of rights or remedies under any
Letters of Credit, Domestic LC Documents or UK LC Documents, Issuing Bank shall be entitled to act,
and shall be fully protected in acting, upon any certification, documentation or communication in
whatever form believed by Issuing Bank, in good faith, to be genuine and correct and to have been
signed, sent or made by a proper Person. Issuing Bank may consult with and employ legal counsel,
accountants and other experts to advise it concerning its obligations, rights and remedies, and
shall be entitled to act upon, and shall be fully protected in any action taken in good faith
reliance upon, any advice given by such experts. Issuing Bank may employ agents and
attorneys-in-fact in connection with any matter relating to Letters of Credit, Domestic LC
Documents or UK LC Documents, and shall not be liable for the negligence or misconduct of agents
and attorneys-in-fact selected with reasonable care.




          2.3.2. Reimbursement; Participations.




          (a) If Issuing Bank honors any request for payment under a Domestic Letter of Credit, Domestic
Borrowers shall pay to Issuing Bank, within one Business Day of notice of such payment by the
Issuing Bank (“Reimbursement Date”), the amount paid by Issuing Bank under such Domestic
Letter of Credit, together with interest at the interest rate for Domestic Base Rate Loans from the
date such Letter of Credit is honored until payment by Domestic Borrowers. The obligation of
Domestic Borrowers to reimburse Issuing Bank for any payment made under a Domestic Letter of Credit
shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without
regard to any lack of validity or enforceability of any Domestic Letter of Credit or the existence
of any claim, setoff, defense or other right that Domestic Borrowers may have at any time against
the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing, Domestic Borrowers
shall be deemed to have requested a Borrowing of Domestic Base Rate Loans in an amount necessary to
pay all amounts due and owing to Issuing Bank on any Reimbursement Date and each Lender agrees to
fund its Pro Rata share of such Borrowing whether or not the Domestic Revolver Commitments have
terminated, a Domestic Overadvance exists or is created thereby, or the conditions in Section 6 are
satisfied or waived.




          (b) Upon issuance of a Domestic Letter of Credit, each Lender shall be deemed to have
irrevocably and unconditionally purchased from Issuing Bank, without recourse or warranty, an
undivided Pro Rata interest and participation in all Domestic LC Obligations relating to the
Domestic Letter of Credit. If Issuing Bank makes any payment under a Domestic Letter of Credit and
Borrowers do not reimburse such payment on the Reimbursement Date, Agent shall promptly notify
Lenders and each Lender shall promptly (within one Business Day) and unconditionally pay to Agent,
for the benefit of Issuing Bank, Lender’s Pro Rata share of such payment. Upon request by a
Lender, Issuing Bank shall furnish copies of any Domestic Letters of Credit and Domestic LC
Documents in its possession at such time.




          (c) If Issuing Bank honors any request for payment under a UK Letter of Credit, UK Borrowers
shall pay to Issuing Bank, on the Reimbursement Date, the amount paid by Issuing Bank under such UK
Letter of Credit, together with interest at the interest rate for UK Base Rate Loans from the date
such Letter of Credit is honored until payment by UK Borrowers. The obligation of UK Borrowers to
reimburse Issuing Bank for any payment made under a UK Letter of Credit shall be absolute,
unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of
validity or enforceability of any UK Letter of Credit or the existence of any claim, setoff,
defense or other right that UK Borrowers may have at any time against the beneficiary. Whether or
not Borrower Agent submits a Notice of Borrowing, UK Borrowers shall be deemed to have requested a
Borrowing of UK Base Rate Loans in an amount necessary to pay all amounts due and owing to Issuing
Bank on any Reimbursement Date and each Lender agrees to fund its Pro Rata share of such Borrowing
whether or not the UK Revolver Commitments have terminated, a UK Overadvance exists or is created thereby, or
the conditions in Section 6 are satisfied or waived.





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          (d) Upon issuance of a UK Letter of Credit, each Lender shall be deemed to have irrevocably
and unconditionally purchased from Issuing Bank, without recourse or warranty, an undivided Pro
Rata interest and participation in all UK LC Obligations relating to the UK Letter of Credit. If
Issuing Bank makes any payment under a UK Letter of Credit and UK Borrowers do not reimburse such
payment on the Reimbursement Date, Agent shall promptly notify Lenders and each Lender shall
promptly (within one Business Day) and unconditionally pay to Agent, for the benefit of Issuing
Bank, Lender’s Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall
furnish copies of any UK Letters of Credit and UK LC Documents in its possession at such time.




          (e) The obligation of each Lender to make payments to Agent for the account of Issuing Bank in
connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional
and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever,
and shall be made in accordance with this Agreement under all circumstances, irrespective of any
lack of validity or unenforceability of any Loan Documents; any draft, certificate or other
document presented under a Letter of Credit having been determined to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any
respect; or the existence of any setoff or defense that any Obligor may have with respect to any
Obligations. Issuing Bank does not assume any responsibility for any failure or delay in
performance or any breach by any Borrower or other Person of any obligations under any Domestic LC
Documents or UK LC Documents. Issuing Bank does not make to Lenders any express or implied
warranty, representation or guaranty with respect to the Collateral, Domestic LC Documents, UK LC
Documents or any Obligor. Issuing Bank shall not be responsible to any Lender for any recitals,
statements, information, representations or warranties contained in, or for the execution,
validity, genuineness, effectiveness or enforceability of any Domestic LC Documents or UK LC
Documents; the validity, genuineness, enforceability, collectibility, value or sufficiency of any
Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition,
results of operations, business, creditworthiness or legal status of any Obligor.




          (f) No Issuing Bank Indemnitee shall be liable to any Lender or other Person for any action
taken or omitted to be taken in connection with any Domestic LC Documents or UK LC Documents except
as a result of its actual gross negligence or willful misconduct. Issuing Bank shall not have any
liability to any Lender if Issuing Bank refrains from any taking action under any Letter of Credit,
Domestic LC Documents or UK LC Documents until it receives written instructions from Required
Lenders.




          2.3.3. Cash Collateral.




          If any Domestic LC Obligations or UK LC Obligations, whether or not then due or payable, shall
for any reason be outstanding at any time (a) that an Event of Default exists, (b) that, with
respect to Domestic LC Obligations, Domestic Availability is less than zero or with respect to UK
LC Obligations, UK Availability is less than zero (c) after the Commitment Termination Date, or (d)
on five Business Days prior to the Revolver Termination Date, then Borrowers shall, at Issuing
Bank’s or Agent’s request, Cash Collateralize the stated amount of all outstanding Letters of
Credit and pay to Issuing Bank the amount of all other Domestic LC Obligations and UK LC
Obligations. Borrowers shall, promptly upon demand by Issuing Bank or Agent from time to time,
Cash Collateralize the Domestic LC Obligations and UK LC Obligations of any Defaulting Lender. If
Borrowers fail to provide any Cash Collateral as required hereunder, Lenders may (and shall upon
direction of Agent) advance, as Domestic Revolver Loans in the case of Domestic LC Obligations, or
as UK Revolver Loans in the case of UK LC Obligations, the amount of the Cash Collateral required
(whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions
in Section 6 are satisfied) or waived. If Borrowers are required to provide any amount of Cash
Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to
Borrowers promptly after all Events of Default have been cured or waived.




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SECTION 3. INTEREST, FEES AND CHARGES




     3.1. Interest.



          3.1.1. Rates and Payment of Interest.




          (a) The Obligations shall bear interest (i) if a Domestic Base Rate Loan, at the Domestic Base
Rate in effect from time to time, plus the Applicable Margin; (ii) if a UK Base Rate Loan, at the
UK Base Rate in effect from time to time, plus the Applicable Margin and the Mandatory Cost (if
any); (iii) if a LIBOR Loan, at LIBOR for the applicable Interest Period, plus the Applicable
Margin and the Mandatory Cost (if any); (iv) if any other Domestic Obligation (including, to the
extent permitted by law, interest not paid when due), at the Domestic Base Rate in effect from time
to time, plus the Applicable Margin for Domestic Base Rate Loans and (v) if any other UK Obligation
(including, to the extent permitted by law, interest not paid when due), at the UK Base Rate in
effect from time to time plus the Applicable Margin and the Mandatory Cost (if any) for UK Base
Rate Loans. Interest shall accrue from the date the Loan is advanced or the Obligation is incurred
or payable, until paid by Borrowers. If a Loan is repaid on the same day made, one day’s interest
shall accrue.




          (b) During an Insolvency Proceeding with respect to any Borrower, or during any other Event of
Default if Required Lenders in their discretion so elect, Obligations shall bear interest at the
Default Rate (whether before or after any judgment). Each Borrower acknowledges that the cost and
expense to Agent and Lenders due to an Event of Default are difficult to ascertain and that the
Default Rate is a fair and reasonable estimate to compensate Agent and Lenders for this.




          (c) Interest accrued on the Loans shall be due and payable in arrears, (i) on the first day of
each Fiscal Month; (ii) on any date of prepayment, with respect to the principal amount of Loans
being prepaid; and (iii) on the Commitment Termination Date. Interest accrued on any other
Obligations shall be due and payable as provided in the Loan Documents and, if no payment date is
specified, shall be due and payable on demand. Notwithstanding the foregoing, interest accrued at
the Default Rate shall be due and payable on demand.




          3.1.2. Application of LIBOR to Outstanding Loans.




          (a) Borrowers may on any Business Day, subject to delivery of a Notice of
Conversion/Continuation, elect to convert any portion of the Domestic Base Rate Loans or UK Base
Rate Loans to, or to continue any LIBOR Loan at the end of its Interest Period as, a Domestic LIBOR
Loan or UK LIBOR Loan, as applicable. During any Event of Default, Agent may (and shall at the
direction of Required Lenders) declare that no Loan may be made, converted or continued as a LIBOR
Loan.




          (b) Whenever Borrowers desire to convert or continue Loans as LIBOR Loans, Borrower Agent, as
applicable, they shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m.(in
London in respect of Loans to be converted into UK Base Rate Loans) at least three Business Days
before the requested conversion or continuation date. Promptly after receiving any such notice,
Agent shall notify each Lender thereof. Subject to Section 3.5 and Section 3.6, each Notice of
Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted
or continued, the conversion or continuation date (which shall be a Business Day), and the duration
of the Interest Period (which shall be deemed to be 30 days if not specified). If, upon the
expiration of any Interest Period in respect of any LIBOR Loans, Borrowers shall have failed to
deliver a Notice of Conversion/Continuation, they shall be deemed to have elected to convert such
Loans into Domestic Base Rate Loans or UK Base Rate Loans, as applicable.




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          3.1.3. Interest Periods. In connection with the making, conversion or continuation
of any LIBOR Loans, Borrowers shall select an interest period (“Interest Period”) to apply,
which interest period shall be 30, 60 or 90 days; provided, however, that:




          (a) the Interest Period shall commence on the date the Loan is made or continued as, or
converted into, a LIBOR Loan, and shall expire on the numerically corresponding day in the calendar
month at its end;




          (b) if any Interest Period commences on a day for which there is no corresponding day in the
calendar month at its end or if such corresponding day falls after the last Business Day of such
month, then the Interest Period shall expire on the last Business Day of such month; and if any
Interest Period would expire on a day that is not a Business Day, the period shall expire on the
next Business Day; and




          (c) no Interest Period shall extend beyond the Revolver Termination Date.




     3.2. Fees.



          3.2.1. Domestic Unused Line Fee. Domestic Borrowers shall pay to Agent, for the Pro
Rata benefit of Lenders, a fee equal to .50% per annum times the amount by which the Domestic
Revolver Commitments exceed the average daily balance of Domestic Revolver Loans and stated amount
of Domestic Letters of Credit during any Fiscal Quarter. Such fee shall be calculated payable in
arrears, on the first day of each Fiscal Quarter and on the Commitment Termination Date.




          3.2.2. UK Unused Line Fee. UK Borrowers shall pay to Agent, for the Pro Rata benefit
of Lenders, a fee equal to .50% per annum times the amount by which the UK Revolver Commitments
exceed the Dollar Equivalent average daily balance of UK Revolver Loans and stated amount of UK
Letters of Credit during any Fiscal Quarter. Such fee shall be calculated payable in arrears, on
the first day of each Fiscal Quarter and on the Commitment Termination Date.




          3.2.3. Domestic LC Facility Fees. Domestic Borrowers shall pay (a) to Agent, for the
Pro Rata benefit of Lenders with Domestic Revolver Commitments, a fee equal to the Applicable
Margin in effect for LIBOR Revolver Loans times the Dollar Equivalent of the average daily stated
amount of Domestic Letters of Credit, which fee shall be payable quarterly in arrears, on the first
day of each Fiscal Quarter; (b) to Issuing Bank, for its own account, a fronting fee equal to .125%
per annum on the Dollar Equivalent of the stated amount of each Domestic Letter of Credit, which
fee shall be payable quarterly in arrears, on the first day of each Fiscal Quarter; and (c) to
Issuing Bank, for its own account, all customary and reasonable charges associated with the
issuance, amending, negotiating, payment, processing, transfer and administration of Domestic
Letters of Credit, which charges shall be paid as and when incurred. During an Event of Default,
the fee payable under clause (a) shall be increased by 2% per annum as provided in Section
3.1.1(b).




          3.2.4. UK LC Facility Fees. UK Borrowers shall pay (a) to Agent, for the Pro Rata
benefit of Lenders with UK Revolver Commitments, a fee equal to the Applicable Margin in effect for
LIBOR Revolver Loans times the Dollar Equivalent of the average daily stated amount of UK Letters
of Credit, which fee shall be payable quarterly in arrears, on the first day of each Fiscal
Quarter; (b) to Issuing Bank, for its own account, a fronting fee equal to .125% per annum on the
Dollar Equivalent of the stated amount of each UK Letter of Credit, which fee shall be payable
quarterly in arrears, on the first day of each Fiscal Quarter; and (c) to Issuing Bank, for its own
account, all customary and reasonable charges associated with the issuance, amending, negotiating,
payment, processing, transfer and administration of UK Letters of Credit, which charges shall be
paid as and when incurred. During an Event of Default, the fee payable under clause (a) shall be
increased by 2% per annum as provided in Section 3.1.1(b).




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          3.2.5. Other Fees. Borrowers shall pay to Agent the fees described in any Fee
Letter.




     3.3. Computation of Interest, Fees, Yield Protection. All interest in respect of
LIBOR Loans, as well as fees and other charges calculated on a per annum basis shall be computed
for the actual days elapsed, based on a year of 360 days. Fees, interest and charges in respect of
Domestic Base Rate Loans or UK Base Rate Loans shall be calculated for the actual days elapsed,
based on a year of 365 days (or 366 days as applicable) and shall be payable in Dollars or Pounds
Sterling, as applicable. Each determination by Agent of any interest, fees or interest rate
hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees
shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees
payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be,
interest or any other charge for the use, forbearance or detention of money. A certificate setting
forth amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.9, submitted to Borrower
Agent by Agent or the affected Lender, as applicable, shall be final, conclusive and binding for
all purposes, absent manifest error, and Borrowers shall pay such amounts to the appropriate party
within 10 Business Days following receipt of the certificate.



     3.4. Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary
Expenses. Borrowers shall also reimburse Agent for all (a) reasonable out-of-pocket legal,
accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection
with negotiation and preparation of any Loan Documents, including any amendment or other
modification thereof; (b) legal, accounting, appraisal, consulting and other fees, costs and
expenses in connection with administration of and actions relating to any Collateral, Loan
Documents and transactions contemplated thereby, including any actions taken to perfect or maintain
priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to
verify Collateral; and (c) subject to the limits of Section 10.1.1(b), all fees, costs and expenses
in connection with each inspection, audit or appraisal with respect to any Obligor or Collateral,
whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees
shall be charged to Borrowers by Agent’s professionals at their full hourly rates, regardless of
any reduced or alternative fee billing arrangements that Agent, any Lender or any of their
Affiliates may have with such professionals with respect to any other transaction. All amounts
payable by Borrowers under this Section shall be due and payable promptly following demand
therefor, or in the case of Extraordinary Expenses, on demand.



     3.5. Illegality. If any Lender determines that any Applicable Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or
its applicable Lending Office to make, maintain or fund LIBOR Loans, or to determine or charge
interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on
the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank market, then, on notice thereof by such Lender to Agent, any obligation of such Lender to
make or continue LIBOR Loans or to convert Domestic Base Rate Loans or UK Base Rate Loans to LIBOR
Loans shall be suspended until such Lender notifies Agent that the circumstances giving rise to
such determination no longer exist. Upon delivery of such notice, Borrowers shall prepay or, if
applicable, convert all LIBOR Loans of such Lender to Domestic Base Rate Loans or UK Base Rate
Loans, as applicable, either on the last day of the Interest Period therefor, if such Lender may
lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not
lawfully continue to maintain such LIBOR Loans. Upon any such prepayment or conversion, Borrowers
shall also pay accrued interest on the amount so prepaid or converted.



     3.6. Inability to Determine Rates. If Agent determines, or if Required Lenders notify
Agent, for any reason in connection with a request for a Borrowing of, or conversion to or
continuation of, a LIBOR Loan that (a) Dollar deposits are not being offered to banks in the London
interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (b)
adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period,
or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to
such Lenders of funding




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such Loan, then Agent will promptly so notify Borrower Agent and each Lender. Thereafter, the
obligation of Lenders to make or maintain LIBOR Loans shall be suspended until Agent (upon
instruction by Required Lenders) revokes such notice. Upon receipt of such notice, Borrower Agent
may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan
or, failing that, will be deemed to have submitted a request for a Domestic Base Rate Loan or a UK
Base Rate Loan, as applicable.




     3.7. Increased Costs; Capital Adequacy.



          3.7.1. Change in Law. If any Change in Law shall:




          (a) impose modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account of, or
credit extended or participated in by, any Lender (except any reserve requirement reflected in
LIBOR) or Issuing Bank;




          (b) subject any Lender or Issuing Bank to any Tax with respect to any Loan, Loan Document,
Letter of Credit or participation in Domestic LC Obligations, UK LC Obligations, or change the
basis of taxation of payments to such Lender or Issuing Bank in respect thereof (except for
Indemnified Taxes or Other Taxes covered by Section 5.9 and the imposition of, or any change in the
rate of, any Excluded Tax payable by such Lender or Issuing Bank); or




          (c) impose on any Lender or Issuing Bank or the London interbank market any other
condition, cost or expense affecting any Loan, Loan Document, Letter of Credit or participation in
Domestic LC Obligations or UK LC Obligations;




and the result thereof shall be to increase the cost to such Lender of making or maintaining any
LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to
such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the
amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of
principal, interest or any other amount) then, within 10 Business Days of receiving the request
from such Lender or Issuing Bank, Borrowers will pay to such Lender or Issuing Bank, as applicable,
such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable,
for such additional costs incurred or reduction suffered.




          3.7.2. Capital Adequacy. If any Lender or Issuing Bank determines that any Change in
Law affecting such Lender or Issuing Bank or any Lending Office of such Lender or such Lender’s or
Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect
of reducing the rate of return on such Lender’s, Issuing Bank’s or holding company’s capital as a
consequence of this Agreement, or such Lender’s or Issuing Bank’s Commitments, Loans, Letters of
Credit or participations in Domestic LC Obligations or UK LC Obligations, to a level below that
which such Lender, Issuing Bank or holding company could have achieved but for such Change in Law
(taking into consideration such Lender’s, Issuing Bank’s and holding company’s policies with
respect to capital adequacy), then within 10 Business Days of receiving the request from such
Lender or Issuing Bank, Borrowers will pay to such Lender or Issuing Bank, as the case may be, such
additional amount or amounts as will compensate it or its holding company for any such reduction
suffered.




          3.7.3. Compensation. Failure or delay on the part of any Lender or Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of its right to demand
such compensation, but Borrowers shall not be required to compensate a Lender or Issuing Bank for
any increased costs incurred or reductions suffered more than nine months prior to the date that
Lender or Issuing Bank notifies Borrower Agent of the Change in Law giving rise to such increased
costs or




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reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor
(except that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the nine-month period referred to above shall be extended to include the period
of retroactive effect thereof).




     3.8. Mitigation. If any Lender gives a notice under Section 3.5 or requests
compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect
to a Lender under Section 5.9, then such Lender shall use reasonable efforts to designate a
different Lending Office or to assign its rights and obligations hereunder to another of its
offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment
(a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the
future, as applicable; and (b) would not subject Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to it. Borrowers shall promptly following request therefor
pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.



     3.9. Funding Losses. If for any reason (a) any Borrowing of, or conversion to or
continuation of, a LIBOR Loan does not occur on the date specified therefor in a Notice of
Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or
conversion of a LIBOR Loan occurs on a day other than the end of its Interest Period, or (c)
Borrowers fail to repay a LIBOR Loan when required hereunder, then Borrowers shall pay to Agent its
customary administrative charge and to each Lender all losses and expenses that it sustains as a
consequence thereof, including loss of anticipated profits and any loss or expense arising from
liquidation or redeployment of funds or from fees payable to terminate deposits of matching funds.
Lenders shall not be required to purchase Dollar deposits in the London interbank market or any
other offshore Dollar market to fund any LIBOR Loan, but the provisions hereof shall be deemed to
apply as if each Lender had purchased such deposits to fund its LIBOR Loans.



     3.10. Maximum Interest. Notwithstanding anything to the contrary contained in any
Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by Applicable Law (“maximum rate”). If Agent or
any Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest
shall be applied to the principal of the Obligations or, if it exceeds such unpaid principal,
refunded to Borrowers. In determining whether the interest contracted for, charged or received by
Agent or a Lender exceeds the maximum rate, such Person may, to the extent permitted by Applicable
Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than
interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate,
allocate and spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.



SECTION 4. LOAN ADMINISTRATION




     4.1. Manner of Borrowing and Funding Revolver Loans.



          4.1.1. Notice of Borrowing.




          (a) Whenever Domestic Borrowers desire funding of a Borrowing of Domestic Revolver Loans,
Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no
later than 12:00 noon Chicago time (i) on the Business Day of the requested funding date, in the
case of Domestic Base Rate Loans, and (ii) at least three Business Days prior to the requested
funding date, in the case of LIBOR Loans. Notices received after 12:00 noon Chicago time shall be
deemed received on the next Business Day. Subject to Section 3.5 and Section 3.6, each Notice of
Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested
funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Domestic
Base Rate Loans, or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable
Interest Period (which shall be deemed to be 30 days if not specified).




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          (b) Unless payment is otherwise timely made by Domestic Borrowers, the becoming due of any
Domestic Obligations (whether principal, interest, fees or other charges, including Extraordinary
Expenses, Domestic LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a
request for Domestic Base Rate Loans, on the due date, in the amount of such Domestic Obligations.
The proceeds of such Domestic Revolver Loans shall be disbursed as direct payment of the relevant
Domestic Obligation. In addition, Agent may, at its option, charge such Domestic Obligations
against Borrower Agent’s primary disbursement account maintained with Agent or any of its
Affiliates.




          (c) Whenever UK Borrowers desire funding of a Borrowing of UK Revolver Loans, Borrower Agent
shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00
a.m. London time (i) on the Business Day of the requested funding date, in the case of UK Base Rate
Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of
LIBOR Loans. Notices received after 11:00 a.m. London time shall be deemed received on the next
Business Day. Subject to Section 3.5 and Section 3.6, each Notice of Borrowing shall be
irrevocable and shall specify (A) the amount of the Borrowing, (B) whether such Borrowing is to be
made in Pounds Sterling or Euro, (C) the requested funding date (which must be a Business Day), (D)
whether the Borrowing is to be made as UK Base Rate Loans or LIBOR Loans, and (E) in the case of
LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if
not specified).




          (d) Unless payment is otherwise timely made by UK Borrowers, the becoming due of any UK
Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses,
UK LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for UK
Base Rate Loans, on the due date, in the amount of such UK Obligations. The proceeds of such UK
Revolver Loans shall be disbursed as direct payment of the relevant UK Obligation. In addition,
Agent may, at its option, charge such UK Obligations against the primary disbursement account of UK
Obligors maintained with Agent or any of its Affiliates.




          (e) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of
Agent, then the presentation for payment of any check or other item of payment drawn on such
account at a time when there are insufficient funds to cover it shall be deemed to be a request for
Domestic Base Rate Loans or UK Base Rate Loans, as applicable, on the date of such presentation, in
the amount of the check and items presented for payment. The proceeds of such Revolver Loans may
be disbursed directly to the controlled disbursement account or other appropriate account.




          4.1.2. Fundings by Lenders. Each Lender shall timely honor its Revolver Commitment
by funding its Pro Rata share of each Borrowing of Revolver Loans that is properly requested
hereunder. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify
Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 1:00 p.m. Chicago time
on the proposed funding date for Domestic Base Rate Loans, by 12:00 noon London time on the
proposed funding date for UK Base Rate Loans or by 3:00 p.m. Chicago time, in the case of a
Domestic Revolving Loan or by 3:00 p.m. London time, in the case of a UK Revolving Loan, at least
two Business Days before any proposed funding of LIBOR Loans. Each Lender shall fund to Agent such
Lender’s Pro Rata share of the Borrowing to the account specified by Agent in immediately available
funds not later than 2:00 p.m. Chicago time on the requested funding date for Domestic Revolver
Loans and not later than 2:00 p.m. London time on the requested funding date for UK Revolver Loans
unless Agent’s notice is received after the times provided above, in which event Lender shall fund
its Pro Rata share by 11:00 a.m. Chicago time or 11:00 a.m. London time, as applicable, on the next
Business Day. Subject to its receipt of such amounts from Lenders, Agent shall disburse the
proceeds of the Revolver Loans as directed by Borrower Agent. Unless Agent shall have received (in
sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata
share of a Borrowing, Agent may assume that such Lender has deposited or promptly will deposit its
share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a Lender’s share
of any Borrowing or of any settlement pursuant to Section 4.1.3(b) is not received by Agent, then
Borrowers agree to repay to Agent on demand the amount of such share,
together with interest thereon from the date disbursed until repaid, at the rate applicable to
the Borrowing.




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          4.1.3. Swingline Loans; Settlement.




          (a) Agent may, but shall not be obligated to, advance (i) Domestic Swingline Loans to
Domestic Borrowers, up to an aggregate outstanding amount equal to 10% of the Domestic Revolver
Commitments at such time, and (ii) UK Swingline Loans to UK Borrowers, up to an aggregate
outstanding amount equal to 10% of the UK Revolver Commitments at such time, unless the funding is
specifically required to be made by all Lenders hereunder. Each Domestic Swingline Loan shall
constitute a Domestic Revolver Loan and each UK Swingline Loan shall constitute a UK Revolver Loan,
as applicable, for all purposes, except that payments thereon shall be made to Agent for its own
account. The obligation of Borrowers to repay Swingline Loans shall be evidenced by the records of
Agent and need not be evidenced by any promissory note.




          (b) To facilitate administration of the Revolver Loans, Lenders and Agent agree (which
agreement is solely among them, and not for the benefit of or enforceable by any Borrower) that
settlement among them with respect to Swingline Loans and other Revolver Loans may take place on a
date determined from time to time by Agent, which shall occur at least once each week. On each
settlement date, settlement shall be made with each Lender in accordance with the Settlement Report
delivered by Agent to Lenders. Between settlement dates, Agent may in its discretion apply
payments on Domestic Revolver Loans to Domestic Swingline Loans or UK Revolver Loans to UK
Swingline Loans, regardless of any designation by Borrower or any provision herein to the contrary.
Each Lender’s obligation to make settlements with Agent is absolute and unconditional, without
offset, counterclaim or other defense, and whether or not the Revolver Commitments have terminated,
an Overadvance exists or the conditions in Section 6 are satisfied or waived. If, due to an
Insolvency Proceeding with respect to a Borrower or otherwise, any Domestic Swingline Loan may not
be settled among Lenders hereunder, then each Lender having a Domestic Revolver Commitment shall be
deemed to have purchased from Agent a Pro Rata participation in each unpaid Domestic Swingline Loan
and shall transfer the amount of such participation to Agent, in immediately available funds,
within one Business Day after Agent’s request therefor. If, due to an Insolvency Proceeding with
respect to a Borrower or otherwise, a UK Swingline Loan may not be settled among Lenders hereunder,
then each Lender having a UK Revolver Commitment shall be deemed to have purchased from Agent a Pro
Rata participation in each unpaid UK Swingline Loan and shall transfer the amount of such
participation to Agent, in immediately available funds, within one Business Day after Agent’s
request therefor.




          4.1.4. Notices. Each Borrower authorizes Agent and Lenders (and Agent and Lenders
hereby agree) to extend, convert or continue Loans, effect selections of interest rates, and
transfer funds to or on behalf of Borrowers based on telephonic or e-mailed instructions.
Borrowers shall confirm each such request by prompt delivery to Agent of a Notice of Borrowing or
Notice of Conversion/Continuation, if applicable, but if it differs in any material respect from
the action taken by Agent or Lenders, the records of Agent and Lenders shall govern. Neither Agent
nor any Lender shall have any liability for any loss suffered by a Borrower as a result of Agent or
any Lender acting upon its understanding of telephonic or e-mailed instructions from a person
believed in good faith by Agent or any Lender to be a person authorized to give such instructions
on a Borrower’s behalf.




     4.2. Defaulting Lender. Agent may (but shall not be required to), in its discretion,
retain any payments or other funds received by Agent that are to be provided to a Defaulting Lender
hereunder, and may apply such funds to such Lender’s defaulted obligations or readvance the funds
to Borrowers in accordance with this Agreement. The failure of any Lender to fund a Loan, to make
any payment in respect of Domestic LC Obligations or UK LC Obligations or to otherwise perform its
obligations hereunder shall not relieve any other Lender of its obligations, and no Lender shall be
responsible for default by another Lender. Lenders and Agent agree (which agreement is solely
among them, and not for the benefit of or enforceable by any Borrower) that, solely for purposes of
determining a Defaulting



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Lender’s right to vote on matters relating to the Loan Documents and to share in payments,
fees and Collateral proceeds thereunder, a Defaulting Lender shall not be deemed to be a “Lender”
until all its defaulted obligations have been cured.



     4.3. Number and Amount of LIBOR Loans; Determination of Rate. Each Borrowing of LIBOR
Loans when made shall be in a minimum amount of $1,000,000, plus any increment of $100,000 in
excess thereof. No more than six Borrowings of LIBOR Loans may be outstanding at any time, and all
LIBOR Loans denominated in the same currency and having the same length and beginning date of their
Interest Periods shall be aggregated together and considered one Borrowing for this purpose. Upon
determining LIBOR for any Interest Period requested by Borrowers, Agent shall promptly notify
Borrowers thereof by telephone or electronically and, if requested by Borrowers, shall confirm any
telephonic notice in writing.



     4.4. Borrower Agent. Each Borrower hereby designates the Company (“Borrower Agent”)
as its representative and agent for all purposes under the Loan Documents, including requests for
Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications,
preparation and delivery of Borrowing Base and financial reports, receipt and payment of
Obligations, requests for waivers, amendments or other accommodations, actions under the Loan
Documents (including in respect of compliance with covenants), and all other dealings with Agent,
Issuing Bank or any Lender. Borrower Agent hereby accepts such appointment. Agent and Lenders
shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or
communication (including any Notice of Borrowing) delivered by Borrower Agent on behalf of any
Borrower. Agent and Lenders may give any notice or communication with a Borrower hereunder to
Borrower Agent on behalf of such Borrower. Each of Agent, Issuing Bank and Lenders shall have the
right, in its discretion, to deal exclusively with Borrower Agent for any or all purposes under the
Loan Documents. Each Borrower agrees that any notice, election, communication, representation,
agreement or undertaking made on its behalf by Borrower Agent shall be binding upon and enforceable
against it, as though made by such Borrower.



     4.5. Obligations. All Revolver Loans, Domestic LC Obligations, UK LC Obligations and
other Obligations shall constitute one general obligation of Domestic Borrowers and (unless
otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all
Domestic Borrowers’ Collateral; provided, however, that the UK Obligors shall only be liable for
the UK Obligations and the Collateral of the UK Obligors shall secure only the UK Obligations, and
provided further that Agent and each Lender shall be deemed to be a creditor of, and the holder of
a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed
by such Borrower. In no event shall any (i) UK Obligor be deemed to be liable, jointly, severally,
or jointly and severally, for any Domestic Obligation or (ii) any Collateral granted to Agent, on
behalf of the Secured Parties, by UK Borrowers secure the Domestic Obligations.



     4.6. Effect of Termination. On the effective date of the termination of the Revolver
Commitments, all Obligations shall be immediately due and payable, and any Lender may terminate its
and its Affiliates’ Bank Products (including, only with the consent of Agent, any Cash Management
Services). All undertakings of Borrowers contained in the Loan Documents shall survive any
termination, and Agent shall retain its Liens in the Collateral and all of its rights and remedies
under the Loan Documents until Full Payment of the Obligations. Notwithstanding Full Payment of
the Obligations, Agent shall not be required to terminate its Liens in any Collateral unless, with
respect to any damages Agent may incur as a result of the dishonor or return of Payment Items
applied to Obligations, Agent receives (a) a written agreement, executed by Borrowers and any
Person whose advances are used in whole or in part to satisfy the Obligations, indemnifying Agent
and Lenders from any such damages; or (b) such Cash Collateral as Agent, in its Permitted
Discretion, deems necessary to protect against any such damages. Sections 2.3, 3.4, 3.6, 3.7, 3.9,
5.5, 5.9, 5.10, 12, 15.2 and this Section, and the obligation of each Obligor and Lender with
respect to each indemnity given by it in any Loan Document, shall survive Full Payment of the
Obligations and any release relating to this credit facility.



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SECTION 5. PAYMENTS




     5.1. General Payment Provisions. All payments of Domestic Obligations shall be made
in Dollars and all payments of UK Obligations shall be made in Pounds Sterling, each without
offset, counterclaim or defense of any kind, free of (and without deduction for) any Taxes, and in
immediately available funds, not later than 12:00 noon Chicago time on the due date with respect to
Domestic Obligations and not later than 12:00 noon London time on the due date with respect to UK
Obligations. Any payment after such time shall be deemed made on the next Business Day. Any
payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts
due under Section 3.9. Any prepayment of Domestic Revolver Loans shall be applied first to
Domestic Base Rate Loans and then to LIBOR Loans. Any prepayment of UK Revolver Loans shall be
applied first to UK Base Rate Loans and then to LIBOR Loans.



     5.2. Repayment of Revolver Loans. Revolver Loans shall be due and payable in full on
the Revolver Termination Date, unless payment is sooner required hereunder. Revolver Loans may be
prepaid from time to time, without penalty or premium. If any Asset Disposition includes the
disposition of Eligible Accounts or Eligible Inventory, Net Proceeds equal to the greater of (a)
the net book value of such Accounts and Inventory, or (b) the reduction in the Domestic Borrowing
Base or UK Borrowing Base, as applicable, upon giving effect to such disposition, shall be applied
to the Domestic Revolver Loans or UK Revolver Loans, as applicable. Notwithstanding anything
herein to the contrary, if an Overadvance exists, Borrowers shall, on the sooner of Agent’s demand
or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Domestic
Revolver Loans or UK Revolver Loans, as applicable, in an amount sufficient to reduce the principal
balance of such Domestic Revolver Loans or UK Revolver Loans to the Domestic Borrowing Base or UK
Borrowing Base, as applicable.



     5.3. Repayment.



          5.3.1. Mandatory Prepayments.




          (a) Within five Business Days of any Permitted Asset Disposition, Borrowers shall prepay
Domestic Revolver Loans or UK Revolver Loans (according to the ownership of such assets), in an
amount equal to the Net Proceeds of such disposition, and Borrowers shall permanently reduce the
Domestic Revolver Commitments or UK Revolver Commitments, as applicable, in the amount of such Net
Proceeds; provided, that (i) Borrowers shall not be required to effect such permanent
reduction in the Revolver Commitments unless the failure to effect such permanent reduction would
create an obligation of any Borrower to make an offer to repurchase Existing Senior Notes, and (ii)
such Net Proceeds shall not be required to be so applied on such date to the extent that such
proceeds are used to acquire Property useful in the business of the Obligors within 180 days of
receipt of such Net Proceeds (or a binding commitment to acquire such Property is entered into
within 180 days and such reinvestment is actually made within 360 days), and to the extent the Net
Proceeds exceed $500,000, Borrower Agent shall have delivered an officer’s certificate within five
Business Days of such Permitted Asset Disposition stating such intent. Borrowers shall prepay
Revolver Loans in the amount of any Net Proceeds not actually reinvested within such 180 (or 360)
day period and reduce the Domestic Revolver Commitments or the UK Revolver Commitments, as
applicable, in an amount equal to such prepayment. Notwithstanding the foregoing, (i) Borrowers
shall not be permitted to reinvest Net Proceeds resulting from any Permitted Asset Disposition
described in clause (a) of the definition thereof (but shall not be required to effect any
permanent reduction in the commitments in connection with any prepayment from the New Proceeds
thereof), (ii) Borrowers shall prepay Revolver Loans with any Net Proceeds, and shall not be
permitted to reinvest such Net Proceeds at any time when any Default or Event of Default exists,
and (iii) any Property acquired with such Net Proceeds shall be free of Liens, other than Permitted
Liens.




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          (b) Within five Business Days of the receipt of any proceeds of insurance or condemnation
awards paid in respect of any Equipment or Real Estate, Borrowers shall prepay Domestic
Revolver Loans or UK Revolver Loans (according to the ownership of such Equipment or Real
Estate), and Borrowers shall permanently reduce the Domestic Revolver Commitments or UK Revolver
Commitments, as applicable; provided, that (i) Borrowers shall not be required to effect
such permanent reduction in the Revolver Commitments unless the failure to effect such permanent
reduction would create an obligation of any Borrower to make an offer to repurchase Existing Senior
Notes and (ii) such Net Proceeds shall not be required to be so applied on such date to the extent
that Borrower Agent shall have delivered an officer’s certificate to Agent on or prior to such date
stating that such proceeds shall actually be used to acquire Property useful in the business of the
Obligors within 180 days of receipt of such Net Proceeds (or a binding commitment to acquire such
Property is entered into within 180 days and such reinvestment is actually made within 360 days),
provided further, that (i) no Default or Event of Default exists, (ii) the replaced
Property is free of Liens, other than Permitted Liens; and (iii) the aggregate amount of such
proceeds or awards from any single casualty or condemnation does not exceed $1,000,000. Borrowers
shall prepay Revolver Loans in the amount of any Net Proceeds not actually reinvested within such
180 (or 360) day period and reduce the Domestic Revolver Commitments or UK Revolver Commitments, as
applicable, in an amount equal to such prepayment.




          (c) On the Commitment Termination Date, Borrowers shall prepay all Revolver Loans (unless
sooner repaid hereunder).




     5.4. Payment of Other Obligations. Obligations other than Loans, including Domestic
LC Obligations, UK LC Obligations and Extraordinary Expenses, shall be paid by Borrowers as
provided in the Loan Documents or, if no payment date is specified, on demand.



     5.5. Marshaling; Payments Set Aside. None of Agent or Lenders shall be under any
obligation to marshal any assets in favor of any Obligor or against any Obligations. If any
payment by or on behalf of Borrowers is made to Agent, Issuing Bank or any Lender, or Agent,
Issuing Bank or any Lender exercises a right of setoff, and such payment or the proceeds of such
setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by Agent, Issuing Bank or
such Lender in its discretion) to be repaid to a trustee, receiver or any other Person, then to the
extent of such recovery, the Obligation originally intended to be satisfied, and all Liens, rights
and remedies relating thereto, shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred.



     5.6. Allocation of Payments.



          5.6.1. Allocations Generally. Absent an Event of Default, monies to be applied to
Obligations from payments by Obligors, shall be allocated as follows:




          (a) if a specific payment of principal, interest, fees or other sum payable under the Loan
Documents, according to the instruction of Borrower Agent; and




          (b) if a mandatory prepayment, according to Section 5.3.1; and




          (c) if any other amount, applied to the Obligations at the discretion of Agent (provided that
monies from UK Obligors will be used solely to repay UK Obligations).




          5.6.2. Post-Default Allocation. During an Event of Default, monies to be applied to
the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or
otherwise, shall be allocated as follows:




          (a) first, to all costs and expenses, including Extraordinary Expenses, owing to
Agent;




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          (b) second, to all amounts owing to Agent on Domestic Swingline Loans and UK Swingline
Loans, on a pro rata basis;




          (c) third, to all amounts owing to Issuing Bank on Domestic LC Obligations and UK LC
Obligations, on a pro rata basis;




          (d) fourth, to all Obligations constituting fees (excluding amounts relating to Bank
Products);




          (e) fifth, to all Obligations constituting interest (excluding amounts relating to
Bank Products);




          (f) sixth, to provide Cash Collateral for outstanding Letters of Credit;




          (g) seventh, to all other Obligations other than Bank Product Debt,




          (h) eighth, to Bank Product Debt to the extent reserved for in the Domestic Borrowing
Base and the UK Borrowing Base, on a pro rata basis;




          (h) ninth, to Bank Product Debt; and




          (i) tenth, to the applicable Borrower;



provided, however, that proceeds from the realization of Collateral of a UK Obligor shall
not be applied to Domestic Loans or Domestic LC Obligations, or in each case, interest thereon.




          5.6.3. Application of Amounts. Amounts shall be applied to each category of
Obligations set forth in Section 5.6.2 until Full Payment thereof and then to the next category.
If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among
the Obligations in the category. Amounts distributed with respect to any Bank Product Debt shall
be the lesser of the applicable Bank Product Amount last reported to Agent or the actual Bank
Product Debt as calculated by the methodology reported to Agent for determining the amount due.
Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank
Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed
calculation) from the Secured Party. In the absence of such notice, Agent may assume the amount to
be distributed is the Bank Product Amount last reported to it. The allocations set forth in
Section 5.6.2 are solely to determine the rights and priorities of Agent and Lenders as among
themselves, and may be changed by agreement among them without the consent of any Obligor. Section
5.6.2 is not for the benefit of or enforceable by any Borrower.




          5.6.4. Erroneous Application. Agent shall not be liable for any application of
amounts made by it in good faith and, if any such application is subsequently determined to have
been made in error, the sole recourse of any Lender or other Person to which such amount should
have been made shall be to recover the amount from the Person that actually received it (and, if
such amount was received by any Lender, such Lender hereby agrees to return it).




     5.7. Application of Payments. The ledger balance in the main Dominion Account as of
the end of a Business Day shall be applied to the Obligations at the beginning of the next Business
Day. If, as a result of such application, a credit balance exists, the balance shall not accrue
interest in favor of Borrowers and shall be made available to Borrowers as long as no Default or
Event of Default exists. Each Borrower irrevocably waives the right to direct the application of
any payments or Collateral proceeds, and agrees that Agent shall have the continuing, exclusive
right to apply and reapply same against the Obligations, in such manner as Agent deems advisable,
subject to the proviso in Section 5.6.2 and the following sentence. Notwithstanding anything to
the contrary contained in this Section 5.7 or this
Agreement, in no event shall amounts on deposit in a UK Dominion Account be applied to
Domestic Obligations.



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     5.8. Loan Account; Account Stated.



          5.8.1. Loan Account. Agent shall maintain in accordance with its usual and customary
practices an account or accounts (“Loan Account”) evidencing the Debt of Borrowers resulting from
each Loan or issuance of a Letter of Credit from time to time. Any failure of Agent to record
anything in the Loan Account, or any error in doing so, shall not limit or otherwise affect the
obligation of Borrowers to pay any amount owing hereunder. Agent may maintain a single Loan
Account in the name of each relevant Domestic Borrower for the account of the Obligations and a
single Loan Account in the name of Borrower Agent for the account of the UK Obligations. Each
Domestic Borrower confirms that such arrangement shall have no effect on the joint and several
character of its liability with each other Domestic Borrower for the Obligations. Each UK Obligor
shall be jointly and severally liable only for the UK Obligations.




          5.8.2. Entries Binding. Entries made in the Loan Accounts shall constitute
presumptive evidence of the information contained therein. If any information contained in the
Loan Accounts are provided to or inspected by any Person, then such information shall be conclusive
and binding on such Person for all purposes absent manifest error, except to the extent such Person
notifies Agent in writing within 30 days after receipt or inspection that specific information is
subject to dispute.




     5.9. Taxes.



          5.9.1. Payments Free of Taxes. Except as otherwise provided in this Section 5.9,
all payments by Obligors of Obligations shall be free and clear of and without reduction for any
Taxes. If Applicable Law requires any Obligor or Agent to withhold or deduct any Tax (including
backup withholding or withholding Tax), the withholding or deduction shall be based on information
provided pursuant to Section 5.10 and Agent shall pay the amount withheld or deducted to the
relevant Governmental Authority. If the withholding or deduction is made on account of Indemnified
Taxes or Other Taxes, the sum payable by Borrowers shall be increased so that Agent, Lender or
Issuing Bank, as applicable, receives an amount equal to the sum it would have received if no such
withholding or deduction (including deductions applicable to additional sums payable under this
Section) had been made. Without limiting the foregoing, Borrowers shall timely pay all Other Taxes
to the relevant Governmental Authorities.




          5.9.2. Payment. Borrowers shall indemnify, hold harmless and reimburse (within 10
days after demand therefor) Agent, Lenders and Issuing Bank for any Indemnified Taxes or Other
Taxes (including those attributable to amounts payable under this Section) withheld or deducted by
any Obligor or Agent, or paid by Agent, any Lender or Issuing Bank, with respect to any
Obligations, Letters of Credit or Loan Documents, whether or not such Taxes were properly asserted
by the relevant Governmental Authority, and including all penalties, interest and reasonable
expenses relating thereto, as well as any amount that a Lender or Issuing Bank fails to pay to
Agent under Section 5.10. A certificate as to the amount of any such payment or liability
delivered to Borrower Agent by Agent, or by a Lender or Issuing Bank (with a copy to Agent), shall
be conclusive, absent manifest error. As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by a Borrower, Borrower Agent shall deliver to Agent a receipt from the
Governmental Authority or other evidence of payment reasonably satisfactory to Agent.




     5.10. Lender Tax Information.



          5.10.1. Status of Lenders. Each Lender shall deliver documentation and information
to Agent and Borrower Agent, at the times and in form required by Applicable Law or reasonably
requested by Agent or Borrower Agent, sufficient to permit Agent or Borrowers to determine (a)
whether or not




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payments made with respect to Obligations are subject to Taxes, (b) if applicable, the
required rate of withholding or deduction, and (c) such Lender’s entitlement to any available
exemption from, or reduction of, applicable Taxes for such payments or otherwise to establish such
Lender’s status for withholding tax purposes in the applicable jurisdiction. Nothing in this
Section 5.10.1 shall be construed as requiring any Lender to make available it tax returns (or any
other information relating to its Taxes) which it deems confidential to the relevant Borrower or
any Person.




          5.10.2. Documentation. If a Borrower is resident for tax purposes in the United
States, any Lender that is a “United States person” within the meaning of section 7701(a)(30) of
the Code shall deliver to Agent and Borrower Agent IRS Form W-9 or such other documentation or
information prescribed by Applicable Law or reasonably requested by Agent or Borrower Agent to
determine whether such Lender is subject to backup withholding or information reporting
requirements. If any Foreign Lender is entitled to any exemption from or reduction of withholding
tax for payments with respect to the Obligations, it shall deliver to Agent and Borrower Agent, on
or prior to the date on which it becomes a Lender hereunder (and from time to time thereafter upon
request by Agent or Borrower Agent, but only if such Foreign Lender is legally entitled to do so),
(a) IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United
States is a party; (b) IRS Form W-8ECI; (c) IRS Form W-8IMY and all required supporting
documentation; (d) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, IRS Form W-8BEN and a certificate showing such
Foreign Lender is not (i) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (ii) a
“10 percent shareholder” of any Obligor within the meaning of section 881(c)(3)(B) of the Code, or
(iii) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code; or (e) any
other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in
withholding tax, together with such supplementary documentation necessary to allow Agent and
Borrowers to determine the withholding or deduction required to be made.




          5.10.3. Lender Obligations. Each Lender and Issuing Bank shall promptly notify
Borrowers and Agent of any change in circumstances that would change any claimed Tax exemption or
reduction. Each Lender and Issuing Bank shall indemnify, hold harmless and reimburse (within 10
days after demand therefor) Borrowers and Agent for any Taxes, losses, claims, liabilities,
penalties, interest and expenses (including reasonable attorneys’ fees) incurred by or asserted
against a Borrower or Agent by any Governmental Authority due to such Lender’s or Issuing Bank’s
failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by
it pursuant to this Section. Each Lender and Issuing Bank authorizes Agent to set off any amounts
due to Agent under this Section against any amounts payable to such Lender or Issuing Bank under
any Loan Document.




     5.11. Nature and Extent of Each Borrower’s Liability.



          5.11.1. Joint and Several Liability. Each Domestic Borrower agrees that is jointly
and severally liable for and absolutely and unconditionally guarantees to Agent and Lenders the
prompt payment and performance of, all Obligations and all agreements under the Loan Documents.
Each UK Borrower agrees that it is jointly and severally liable for, and absolutely and
unconditionally guarantees to Agent and Lenders the prompt payment and performance of only the UK
Obligations. Each Borrower agrees that its guaranty obligations hereunder constitute a continuing
guaranty of payment and not of collection, that such obligations shall not be discharged until Full
Payment of the Obligations or UK Obligations, as applicable, and that to the extent permitted by
Applicable Law, such obligations are absolute and unconditional, irrespective of (a) the
genuineness, validity, regularity, enforceability, subordination or any future modification of, or
change in, any Obligations or Loan Document, or any other document, instrument or agreement to
which any Obligor is or may become a party or be bound; (b) the absence of any action to enforce
this Agreement (including this Section) or any other Loan Document, or any waiver, consent or
indulgence of any kind by Agent or any Lender with respect thereto; (c) the existence, value or
condition of, or failure to perfect a Lien or to preserve rights against, any security or guaranty
for the Obligations or any action, or the absence of any action, by Agent or any Lender in




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respect thereof (including the release of any security or guaranty); (d) the insolvency of any
Obligor; (e) any election by Agent or any Lender in an Insolvency Proceeding for the application of
Section 1111(b)(2) of the Bankruptcy Code (or the equivalent in any applicable jurisdiction); (f)
any borrowing or grant of a Lien by any other Borrower, as debtor-in-possession under Section 364
of the Bankruptcy Code or otherwise (or the equivalent in any applicable jurisdiction); (g) the
disallowance of any claims of Agent or any Lender against any Obligor for the repayment of any
Obligations under Section 502 of the Bankruptcy Code or otherwise (or the equivalent in any
applicable jurisdiction); or (h) any other action or circumstances that might otherwise constitute
a legal or equitable discharge or defense of a surety or guarantor, except Full Payment of all
Obligations.




          5.11.2. Waivers.




          (a) To the extent permitted by Applicable Law, each Borrower expressly waives all rights that
it may have now or in the future under any statute, at common law, in equity or otherwise, to
compel Agent or Lenders to marshal assets or to proceed against any Obligor, other Person or
security for the payment or performance of any Obligations before, or as a condition to, proceeding
against such Borrower. To the extent permitted by Applicable Law, each Borrower waives all
defenses available to a surety, guarantor or accommodation co-obligor other than Full Payment of
all Obligations. It is agreed among each Borrower, Agent and Lenders that the provisions of this
Section 5.11 are of the essence of the transaction contemplated by the Loan Documents and that, but
for such provisions, Agent and Lenders would decline to make Loans and issue Letters of Credit.
Each Borrower acknowledges that its guaranty pursuant to this Section is necessary to the conduct
and promotion of its business, and can be expected to benefit such business.




          (b) Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem
appropriate, including realization upon Collateral or any Real Estate by judicial foreclosure or
non-judicial sale or enforcement, without affecting any rights and remedies under this Section
5.11. If, in taking any action in connection with the exercise of any rights or remedies, Agent or
any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency
judgment against any Borrower or other Person, whether because of any Applicable Laws pertaining to
“election of remedies” or otherwise, each Borrower consents to such action and waives to the extent
permitted by Applicable Law any claim based upon it, even if the action may result in loss of any
rights of subrogation that any Borrower might otherwise have had. Any election of remedies that
results in denial or impairment of the right of Agent or any Lender to seek a deficiency judgment
against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the
Obligations. Each Borrower waives to the extent permitted by Applicable Law all rights and
defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to
any security for the Obligations, even though that election of remedies destroys such Borrower’s
rights of subrogation against any other Person. Agent may bid all or a portion of the Obligations
at any foreclosure or trustee’s sale or at any private sale, and the amount of such bid need not be
paid by Agent but shall be credited against the Obligations. The amount of the successful bid at
any such sale, whether Agent or any other Person is the successful bidder, shall be conclusively
deemed to be the fair market value of the Collateral, and the difference between such bid amount
and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the
Obligations guaranteed under this Section 5.11, notwithstanding that any present or future law or
court decision may have the effect of reducing the amount of any deficiency claim to which Agent or
any Lender might otherwise be entitled but for such bidding at any such sale.




          5.11.3. Extent of Liability; Contribution.




          (a) Notwithstanding anything herein to the contrary, each Borrower’s liability under this
Section 5.11 shall be limited to the greater of (i) all amounts for which such Borrower is
primarily liable, as described below, and (ii) such Borrower’s Allocable Amount.




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          (b) If any Borrower makes a payment under this Section 5.11 of any Obligations (other than
amounts for which such Borrower is primarily liable) (a “Guarantor Payment”) that, taking
into account all other Guarantor Payments previously or concurrently made by any other Borrower,
exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the
aggregate Obligations satisfied by such Guarantor Payments in the same proportion that such
Borrower’s Allocable Amount bore to the total Allocable Amounts of all Borrowers, then such
Borrower shall be entitled to receive contribution and indemnification payments from, and to be
reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their
respective Allocable Amounts in effect immediately prior to such Guarantor Payment. The
“Allocable Amount” for any Borrower shall be the maximum amount that could then be
recovered from such Borrower under this Section 5.11 without rendering such payment voidable under
Section 548 of the Bankruptcy Code or under any applicable state fraudulent transfer or conveyance
act, or similar statute or common law.




          (c) Nothing contained in this Section 5.11 shall limit the liability of any Borrower to pay
Loans made directly or indirectly to that Borrower (including Loans advanced to any other Borrower
and then re-loaned or otherwise transferred to, or for the benefit of, such Borrower), Domestic LC
Obligations or UK LC Obligations relating to Letters of Credit issued to support such Borrower’s
business, and all accrued interest, fees, expenses and other related Obligations with respect
thereto, for which such Borrower shall be primarily liable for all purposes hereunder. Agent and
Lenders shall have the right, at any time in their Permitted Discretion, to condition Loans and
Letters of Credit upon a separate calculation of borrowing availability for each Borrower and to
restrict the disbursement and use of such Loans and Letters of Credit to such Borrower.




          5.11.4. Joint Enterprise. Each Borrower has requested that Agent and Lenders make
this credit facility available to Borrowers on a combined basis, in order to finance Borrowers’
business most efficiently and economically. Borrowers’ business is a mutual and collective
enterprise, and Borrowers believe that consolidation of their credit facility will enhance the
borrowing power of each Borrower and ease the administration of their relationship with Lenders,
all to the mutual advantage of Borrowers. Borrowers acknowledge and agree that Agent’s and
Lenders’ willingness to extend credit to Borrowers and to administer the Collateral on a combined
basis, as set forth herein, is done solely as an accommodation to Borrowers and at Borrowers’
request.




          5.11.5. Subordination. Each Borrower hereby subordinates any claims, including any
rights at law or in equity to payment, subrogation, reimbursement, exoneration, contribution,
indemnification or set off, that it may have at any time against any other Obligor, howsoever
arising, to the Full Payment of all Obligations, subject to Section 10.2.9.




SECTION 6. CONDITIONS PRECEDENT




     6.1. Conditions Precedent to Initial Loans. In addition to the conditions set forth
in Section 6.3, Lenders shall not be required to fund any requested Loan, issue any Letter of
Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that
each of the following conditions has been satisfied or waived in writing by Agent and Lenders:



          (a) Notes shall have been executed by Domestic Borrowers and delivered to each Lender that
requests issuance of a Note. Each other Loan Document (other than the UK Security Documents) shall
have been duly executed and delivered to Agent by each of the signatories thereto, and each
Domestic Obligor shall be in compliance with all terms thereof;




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




          (c) Agent shall have received the Related Real Estate Documents for all Real Estate




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listed on Schedule 7.4 hereto and subject to a Mortgage;




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




          (e) Agent shall have received certificates, in form and substance reasonably satisfactory to
it, from a knowledgeable Senior Officer of each Domestic Borrower certifying that, after giving
effect to the initial Loans and transactions hereunder, (i) the Borrowers (taken as a whole) are
Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set
forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements
and conditions to be satisfied by it under the Loan Documents.




          (f) Agent shall have received a certificate of a duly authorized officer of each Domestic
Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and
complete, and in full force and effect, without amendment except as shown; (ii) that an attached
copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete,
and that such resolutions are in full force and effect, were duly adopted, have not been amended,
modified or revoked, and constitute all resolutions adopted with respect to this credit facility;
and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents.
Agent may conclusively rely on this certificate until it is otherwise notified by the applicable
Obligor in writing;




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




          (h) Agent shall have received evidence that any process agent referred to in Section 15.12 has
accepted its appointment;




          (i) Agent shall have received a written opinion of Kirkland & Ellis LLP, as well as any local
real estate counsel to Domestic Borrowers or Agent, in form and substance reasonably satisfactory
to Agent;




          (j) Agent shall have received copies of the charter documents of each Domestic Obligor,
certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of
organization. Agent shall have received good standing certificates, as applicable, for each
Domestic Obligor, issued by the Secretary of State or other appropriate official of such Domestic
Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of
business or ownership of Property necessitates qualification;




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




          (l) Agent and Lead Arrangers shall have completed their business, financial and legal due
diligence of Obligors, including Agent’s roll-forward of its previous field examination, with
results satisfactory to Agent and Lead Arrangers. No material adverse change in the business,
assets, property, liabilities, operations or financial condition of the Obligors taken as a whole
shall have occurred since December 31, 2007;




          (m) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the
Closing Date;




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          (n) Agent and Lead Arrangers shall have received financial projections in form and substance
satisfactory for them for each year through the Commitment Termination Date (with the current year
to be presented on a month-by month basis) and interim consolidated financial statements for the
Company and its Subsidiaries for the period ending not more than 30 days prior to the Closing Date;




          (o) Agent shall have received a Borrowing Base Certificate prepared as of November 30, 2008.
Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the
payment by Borrowers of all fees and expenses incurred in connection herewith as well as any
payables stretched beyond their customary payment practices, Domestic Availability shall be at
least $17,500,000; and




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




     6.2. Conditions Precedent to UK Loans.



          In addition to the conditions set forth in Section 6.1 and Section 6.3, Lenders shall not be
required to fund any requested UK Revolver Loans established pursuant to Section 2.2.1, issue any
UK Letter of Credit, or otherwise extend credit to UK Borrowers hereunder, until the date (the “UK
Closing Date”) that each of the following conditions has been satisfied or waived by Agent and
Lenders having UK Revolver Commitments:




          (a) the UK Revolver Commitments shall have been established in accordance with Section 2.2.1;




          (b) each UK Borrower shall have executed a Borrower Joinder Agreement;




          (c) UK Revolver Notes shall have been executed by UK Borrowers and delivered to each Lender
that requests issuance of a UK Revolver Note. Each other Loan Document, including the UK Security
Documents, required to be executed by UK Borrowers or UK Obligors shall have been duly executed and
delivered to Agent by each of the UK Obligor signatories thereto, and each UK Obligor shall be in
compliance in all material respects with all terms thereof;




          (d) all actions, filings and documentation necessary to perfect security interests granted to
Agent by the UK Obligors in the UK Security Documents have been taken, filed or received, to
Agent’s reasonable satisfaction;




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




          (f) Agent shall have received certificates, in form and substance reasonably satisfactory to
it, from a knowledgeable Senior Officer of each UK Borrower certifying that, after giving effect to
the initial Loans and transactions hereunder, (i) the UK Borrowers (taken as a whole) are Solvent;
(ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth
in Section 9 are true and correct;




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





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such resolutions are in full force and effect, were duly adopted, have not been amended,
modified or revoked, and constitute all resolutions adopted with respect to this credit facility;
and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents.
Agent may conclusively rely on this certificate until it is otherwise notified by the applicable
Obligor in writing;




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




          (i) Agent shall have received a certificate of each UK Borrower (signed by a director or
officer) confirming that borrowing or guaranteeing or securing, as appropriate, the UK Obligations
would not cause any borrowing, guarantee, security or similar limit binding on any UK Borrower to
be exceeded;




          (j) to the extent not previously provided pursuant to Section 6.1(k), Agent shall have
received copies of policies or certificates of insurance for the insurance policies carried by UK
Borrowers, all in compliance with the Loan Documents;




          (k) Agent shall have received a Borrowing Base Certificate prepared as of the last day of the
Fiscal Month most recently ended;




          (l) UK Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the
UK Closing Date;




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




     6.3 Conditions Precedent to All Credit Extensions. Agent, Issuing Bank and Lenders
shall not be required to fund any Loans or arrange for issuance of any Letters of Credit unless the
following conditions are satisfied:



          (a) No Default or Event of Default shall exist at the time of, or result from, such funding,
issuance or grant;




          (b) The representations and warranties of each Obligor in the Loan Documents shall be true and
correct in all material respects on the date of, and upon giving effect to, such funding, issuance
or grant (except for representations and warranties that expressly relate to an earlier date, and,
in each such case, shall be true and correct in all material respects as of such earlier date);




          (c) All conditions precedent in any other Loan Document shall be satisfied or waived; and




          (d) With respect to issuance of a Domestic Letter of Credit or UK Letter of Credit, the
Domestic LC Conditions and UK LC Conditions, respectively, shall be satisfied.



Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit
or grant of an accommodation shall constitute a representation by Borrowers that the foregoing
conditions are satisfied or waived on the date of such request and on the date of such funding,
issuance or grant.




SECTION 7. COLLATERAL




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     7.1. Grant of Security Interest. To secure the prompt payment and performance of all
Obligations, each Domestic Borrower and Domestic Guarantor hereby grants to Agent for the benefit
of Secured Parties, a continuing security interest in and Lien upon all Property of such Borrower,
including all of the following Property, whether now owned or hereafter acquired, and wherever
located:



          (a) all Accounts;




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




          (c) all Commercial Tort Claims listed on Schedule 7.1 (as amended from time to time);




          (d) all Deposit Accounts;




          (e) all Documents;




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




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




          (h) all Instruments;




          (i) all Investment Property;




          (j) all Letter-of-Credit Rights;




          (k) all Supporting Obligations;




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




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




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



Notwithstanding the foregoing, in no event shall any of the following Property be subject to the
grant of security pursuant to this Section 7.1 or otherwise constitute Collateral: (i) all motor
vehicles and other assets the perfection of a security interest in which is excluded from the UCC
in the relevant jurisdiction; (ii) any General Intangible or other rights arising under contracts,
Instruments, licenses, license agreements (including Licenses) or other documents, to the extent
(and only to the extent) that the grant of a security interest would (x) constitute a violation of
a restriction in favor of a third party on such grant, unless and until any required consents shall
have been obtained, (y) give any other party the right to terminate its obligations thereunder, or
(z) violate any law, provided, however, that (1) any portion of any such General
Intangible or other right shall cease to be excluded pursuant to this clause (ii) at the time and
to the extent that the grant of a security interest therein does not result in any of the
consequences specified above and (2) the limitation set forth in this clause (ii) above shall not
affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this
Agreement in any such General Intangible or other right, to the extent that an otherwise applicable
prohibition or restriction on such grant is rendered ineffective by any applicable law, including
the Illinois UCC, (iii) Property (and proceeds thereof) owned by any Obligor on the date hereof or
hereafter acquired that is subject to a Lien securing a


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purchase money obligation or Capital Lease permitted to be incurred pursuant to this Agreement, for
so long as the contract or other agreement in which such Lien is granted (or the documentation
providing for such purchase money obligation or Capital Lease) validly prohibits the creation of
any other Lien on such Property; (iv) applications filed in the United States Patent and Trademark
Office to register trademarks or service marks on the basis of any Obligor’s “intent to use” such
trademarks or service marks unless and until the filing of a “Statement of Use” or “Amendment to
Allege Use” has been filed and accepted, whereupon such applications shall be automatically subject
to the Lien granted herein and deemed included in the Collateral; (v) any property or assets to the
extent that such grant of a security interest is prohibited by any Applicable Law, requires a
consent not obtained of any Governmental Authority pursuant to such Applicable Law; (vi) more than
65% of the Equity Interests of any Foreign Subsidiary which represent Voting Stock to the extent a
greater percentage would result in adverse tax consequences to the Borrowers; or (vii) all tax,
payroll, employee benefit, fiduciary and trust accounts (clauses (i) through (vi) collectively, the
“Excluded Collateral”). Furthermore, any assets or Property constituting “Excluded
Collateral” are expressly excluded from each term used in the definition of Collateral (and any
component definition thereof); provided, that in no event shall any Collateral that is also
Eligible Domestic Inventory or Eligible UK Inventory be considered “Excluded Collateral” for any
purpose.




     7.2. UK Security Documents.



          7.2.1. On or prior to the date of any establishment of UK Revolver Commitments, each UK
Borrower shall have duly authorized, executed and delivered the UK Security Documents to secure the
prompt payment of all UK Obligations, with the intent being that Lenders receive valid and
enforceable, except as enforceability may be limited by (a) applicable bankruptcy, insolvency or
similar laws affecting the enforcement of creditors’ rights generally or by equitable principles
relating to enforceability or (b) in respect of UK Borrowers, due to the time barring of claims
under limitation acts in England, in connection with defenses or setoff or counterclaim under
English law or the possibility that an undertaking to assume liability for or indemnify a Person
against non-payment of stamp duty may be void under English law, perfected first priority Liens
(subject to Permitted Liens) in all or substantially all of the assets (other than Excluded
Collateral), including all Accounts, Chattel Paper, Commercial Tort Claim, all Deposit Accounts,
and Documents, all General Intangibles, including Intellectual Property, all Goods including
Inventory, Equipment and fixtures, all Instruments, all Investment Property, all Letter of Credit
rights, all Supporting Obligations and all monies whether or not in the possession or under the
control of Agent, a Lender or a bailee or Affiliate of Agent or a Lender, including any Cash
Collateral owned by each UK Borrower, to obtain such Liens which Liens shall secure the UK
Obligations on the terms more particularly set out therein and be of the respective priority and
shall be in form and substance reasonably satisfactory to Agent.




     7.3. Lien on Deposit Accounts; Cash Collateral.



          7.3.1. Domestic Deposit Accounts. To further secure the prompt payment and
performance of all Obligations, each Domestic Borrower hereby grants to Agent, for the benefit of
Secured Parties, a continuing security interest in and Lien upon all amounts credited to any
Deposit Account of such Borrower, including any sums in any blocked or lockbox accounts or in any
accounts into which such sums are swept. Each Domestic Borrower hereby authorizes and directs each
bank or other depository to deliver to Agent, on a daily basis, all balances in any Deposit Account
(other than payroll, tax, petty cash, employee benefit and trust deposit accounts) maintained by
such Borrower, for application to the Obligations, without inquiry into the authority and right of
Agent to make such request.




          7.3.2 UK Deposit Accounts. To further secure the prompt payment and performance of
all UK Obligations, each UK Borrower hereby grants to Agent, for the benefit of Secured Parties, a
continuing security interest in and first priority Lien upon all amounts credited to any Deposit
Account of such UK Borrower, including any sums in any blocked or lockbox accounts or in any
accounts into which such sums are swept. Each UK Borrower hereby authorizes and directs each bank
or other depository to




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deliver to Agent, upon request, all balances in any Deposit Account maintained by such
Borrower, without inquiry into the authority and right of Agent to make such request. In
connection with the execution and delivery of the UK Security Documents, the respective UK
Borrowers shall take such actions as may be reasonably necessary or desirable to create, maintain,
effect, perfect, preserve and protect the Liens granted (or purported to be granted) thereby.




          7.3.3. Cash Collateral. Any Cash Collateral shall be invested, at Borrower Agent’s
election, in Cash Equivalents, and Agent shall have no responsibility for any investment or loss.
Each Borrower hereby grants to Agent, for the benefit of Secured Parties, a security interest in
all Cash Collateral held from time to time and all proceeds thereof, as security for the Domestic
Obligations and UK Obligations, as applicable, whether such Cash Collateral is held in a Cash
Collateral Account or elsewhere. Agent may apply Cash Collateral in Domestic Deposit Accounts and
UK Deposit Accounts, as applicable, to the payment of any Domestic Obligations or UK Obligations,
as applicable, in accordance with the provisions of Section 5.6, as they become due and payable.
Each Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control
of Agent. No Borrower or other Person claiming through or on behalf of any Borrower shall have any
right to any Cash Collateral, until Full Payment of all Obligations or such amounts are due to be
returned to the Borrowers in accordance with the terms of this Agreement.




     7.4. Real Estate Collateral.



          7.4.1. Lien on Real Estate. The Obligations shall also be secured by Mortgages upon
all owned Real Estate owned by Borrowers, as listed on Schedule 7.4 hereto. The Mortgages shall be
duly recorded, at Borrowers’ expense, in each office where such recording is required to constitute
a fully perfected Lien on the Real Estate covered thereby. If any Borrower acquires any owned Real
Estate hereafter, Borrowers shall, promptly notify Agent of such Acquisition and shall, within 45
days of Agent’s request, execute, deliver and record a Mortgage sufficient to create a first
priority Lien (subject to Permitted Liens) in favor of Agent on such Real Estate, and shall
promptly deliver all Related Real Estate Documents.




          7.4.2. Collateral Assignment of Leases. To further secure the prompt payment and
performance of all Obligations, each Borrower hereby grants a security interest and collaterally
assigns to Agent, for the benefit of Secured Parties, all of such Borrower’s right, title and
interest in, to and under all now or hereafter existing leases of real Property to which such
Borrower is a party, whether as lessor or lessee, and all extensions, renewals, modifications and
proceeds thereof; provided, however, the foregoing provision shall exclude any real
Property lease (i) in which Borrower is expressly prohibited from assigning or transferring its
right, title and interest to such real Property lease or (ii) in which such collateral assignment
or grant of security interest would cause a default thereunder, a loss of rights by such Borrower
therein or thereunder or an increase in the obligations of such Borrower (other than an obligation
to provide notice or other ministerial acts) provided, further that in the event consent is
obtained for such assignment and/or transfer, upon the granting of the consent, the real Property
lease so excluded from this collateral assignment shall, by virtue of this proviso (without any act
or delivery by any Person), be then subject to the collateral assignment set forth in this Section
7.4.2.




     7.5. Other Collateral.



          7.5.1. Commercial Tort Claims. Borrowers shall promptly notify Agent in writing if
any Borrower obtains knowledge that it holds a Commercial Tort Claim (other than, as long as no
Default or Event of Default exists, a Commercial Tort Claim for less than $1,000,000) and, upon
Agent’s request, shall promptly take such actions as Agent deems appropriate to confer upon Agent
(for the benefit of Secured Parties) a duly perfected, first priority Lien upon such claim.




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




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



     7.7. Further Assurances. Promptly following written request, Borrowers shall deliver
such instruments, collateral assignments, or other documents or agreements, and shall take such
actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any
Collateral, or otherwise to give effect to the intent of this Agreement. Each Borrower and
Domestic Guarantor authorizes Agent to file any financing statement that indicates the Collateral
as “all assets” or “all personal property” of such Borrower, or words to similar effect.



     7.8. Foreign Subsidiary Stock. The Collateral shall include only 65% of the Voting
Stock of any Foreign Subsidiary to the extent such Voting Stock secures any Domestic Obligation,
but shall include 100% of such Voting Stock to the extent securing any UK Obligation.



SECTION 8. COLLATERAL ADMINISTRATION




     8.1. Borrowing Base Certificates. By the 20th day after the last day of
each prior Fiscal Month, Borrowers shall deliver to Agent (and Agent shall promptly deliver same to
Lenders) a Borrowing Base Certificate prepared as of the close of business on the last day of the
previous month and at such other times as Agent may request. If at any time, Domestic Availability
is less than $12,500,000 on each day for five consecutive Business Days, until such time as
Domestic Availability has been greater than $12,500,000 on each day for more than 30 consecutive
days, by the third Business Day of each week thereafter, Borrowers shall deliver an additional
report, in form and substance acceptable to Agent, reflecting Borrowers’ updated gross accounts
receivable, prepared as of the close of business on the last day of the prior week. All
calculations of Domestic Availability and UK Availability in any Borrowing Base Certificate shall
originally be made by Borrower Agent and certified by a Senior Officer, provided that Agent may
from time to time review and adjust any such calculation in its Permitted Discretion (a) to reflect
its reasonable estimate of declines in value of any Collateral, due to collections received in the
Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality,
mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in
accordance with this Agreement or does not accurately reflect the Domestic Availability Reserve or
UK Availability Reserve, as applicable. 



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     8.2. Administration of Accounts.



          8.2.1. Records and Schedules of Accounts. Each Borrower shall keep accurate and
complete records of its Accounts, including all payments and collections thereon, and shall submit
to
Agent sales, collection, reconciliation and other reports in form satisfactory to Agent, on
such periodic basis as Agent may request. Each Borrower shall also provide to Agent, on or before
the 20th day after the last day of each prior Fiscal Month, a detailed aged trial balance of all
Accounts as of the end of the preceding Fiscal Month, specifying each Account’s Account Debtor name
and address, amount, invoice date and due date. With respect to any item delivered pursuant to
this Section 8.2.1, each Borrower shall also provide to Agent such additional documentation showing
any discount, allowance, credit, authorized return or dispute, and including such proof of
delivery, copies of invoices and invoice registers, copies of related documents, repayment
histories, status reports and other information on such periodic basis as Agent may request. If
Accounts in an aggregate face amount of $1,000,000 or more cease to be Eligible Domestic Accounts
or Eligible UK Accounts, Borrowers shall notify Agent of such occurrence promptly (and in any event
within one Business Day) after any Borrower has knowledge thereof.




          8.2.2. Taxes. If an Account of any Borrower includes a charge for any Taxes then
due, Agent is authorized, in its discretion, to pay the amount thereof to the proper taxing
authority for the account of such Borrower and to charge Borrowers therefor; provided, however,
that neither Agent nor Lenders shall be liable for any Taxes that may be due from Borrowers or with
respect to any Collateral.




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




          8.2.4. Maintenance of Dominion Account. Borrowers shall maintain Dominion Accounts
pursuant to lockbox or other arrangements reasonably acceptable to Agent. Borrowers shall obtain
an agreement (in form and substance reasonably satisfactory to Agent) from each lockbox servicer
and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion
Account, which shall be exercised at all times, requiring immediate deposit of all remittances
received in the lockbox to a Dominion Account, and waiving or subordinating offset rights of such
servicer or bank, except for customary administrative charges. If a Dominion Account is not
maintained with Bank of America, Agent may, at all times, require immediate transfer of all funds
in such account to a Dominion Account maintained with Bank of America, provided, however,
that Borrowers may maintain a balance of no more than $500,000 at any time in its master
disbursement account. Agent and Lenders assume no responsibility to Borrowers for any lockbox
arrangement or Dominion Account, including any claim of accord and satisfaction or release with
respect to any Payment Items accepted by any bank.




          8.2.5. Maintenance of UK Dominion Account. Each UK Borrower shall maintain UK
Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent. All Accounts owed
to any UK Borrower shall be paid into a UK Dominion Account.




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




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     8.3. Administration of Inventory.



          8.3.1. Records and Reports of Inventory. Each Borrower shall keep accurate and
complete records of its Inventory, including costs and daily withdrawals and additions, and shall
submit
to Agent inventory and reconciliation reports in form satisfactory to Agent, on such periodic
basis as Agent may request. Each Borrower shall conduct a physical inventory in time and manner
consistent with such Borrower’s past practices (and on a more frequent basis if requested by Agent
when an Event of Default exists) and periodic cycle counts consistent with historical practices,
and shall provide to Agent a report based on each such inventory and count promptly upon completion
thereof, together with such supporting information as Agent may request. Agent may participate in
and observe each physical count, provided that Agent shall be reimbursed for its participation only
in connection with inspections in accordance with Section 10.1.1.




          8.3.2. Returns of Inventory. No Borrower shall return any Inventory to a supplier,
vendor or other Person, whether for cash, credit or otherwise, unless (a) such return is in the
Ordinary Course of Business; (b) no Overadvance exists or would result therefrom; (c) Agent is
promptly notified if the aggregate Value of all Inventory returned in any Fiscal Month exceeds
$2,000,000; and (d) any net cash payment for such proceeds received by a Borrower for a return is
promptly remitted to Agent for application to the Obligations without a corresponding commitment
reduction.




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




     8.4. Administration of Equipment.



          8.4.1. Records and Schedules of Equipment. Each Borrower shall keep accurate and
complete records of its Equipment, including kind, quantity, cost, acquisitions and dispositions
thereof, and shall submit to Agent, on such periodic basis as Agent may request, a current schedule
thereof, in form and containing such detail as is satisfactory to Agent. Promptly upon request,
Borrowers shall deliver to Agent evidence of their ownership or interests in any Equipment.




          8.4.2. Dispositions of Equipment. No Borrower shall sell, lease or otherwise dispose
of any Equipment, without the prior written consent of Agent, other than (a) a Permitted Asset
Disposition; and (b) replacement of Equipment that is worn, damaged or obsolete with Equipment of
like function and value, if the replacement Equipment is acquired substantially contemporaneously
with such disposition and is free of Liens.




          8.4.3. Condition of Equipment. The Equipment is in satisfactory operating condition
and repair, and all necessary replacements and repairs have been made so that the value and
operating efficiency of the Equipment is preserved at all times, reasonable wear, tear, casualty
and condemnation excepted. No Borrower shall permit any Equipment to become affixed to real
Property unless any landlord or mortgagee delivers a Lien Waiver.




     8.5. Administration of Deposit Accounts. Schedule 8.5 sets forth all Deposit Accounts
maintained by Borrowers, including all Dominion Accounts as of the Closing Date. Each Borrower
shall take all actions necessary to establish Agent’s control of each such Deposit Account (other
than an account exclusively used for payroll, payroll taxes, taxes, or employee benefits, or an
account, not being a UK Dominion Account, containing not more that $10,000 at any time (subject to
the limitations in Section 8.2.6)). Each Borrower shall be the sole account holder of each Deposit
Account and shall not allow any other Person (other than Agent) to have control over a Deposit
Account or any Property
deposited therein. Each Borrower shall promptly notify Agent of any opening or closing of a
Deposit Account and, with the consent of Agent, will amend Schedule 8.5 to reflect same.



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     8.6. General Provisions.



          8.6.1. Location of Collateral. All tangible items of Collateral, other than Property
(i) in transit, (ii) Inventory out for processing, or (iii) out for repair, refurbishment,
processing, or in the possession of employees in the Ordinary Course of Business and in each case
with respect to this clause (iii) valued at less than $500,000, shall at all times other than in
the Ordinary Course of Business be kept by Borrowers at the business locations set forth in
Schedule 8.6.1 (as amended from time to time) except that Borrowers may (a) make sales or other
dispositions of Collateral in accordance with Section 10.2.7; and (b) (i) move Collateral to any
location in the United States, and (ii) move Collateral located in the United Kingdom or member
state of the European Union to another location in the United Kingdom, member state of the European
Union or the United States, in each case upon five Business Days prior written notice to Agent.




          8.6.2. Insurance of Collateral; Condemnation Proceeds.




          (a) Each Borrower shall maintain insurance with respect to the Collateral, covering casualty,
hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with
insurers (with a Best Rating of at least A7, unless otherwise approved by Agent) satisfactory to
Agent. Agent agrees that the insurance maintained by each Borrower on the Closing Date satisfies
this Section 8.6.2. All proceeds under each policy shall be payable to Agent. From time to time
upon request, Borrowers shall promptly following request, deliver to Agent the certified copies of
its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise, each
policy shall include satisfactory endorsements (i) showing Agent as loss payee; (ii) to the extent
available requiring 30 days prior written notice to Agent in the event of cancellation of the
policy for any reason whatsoever; and (iii) to the extent available specifying that the interest of
Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner of
the Property, nor by the occupation of the premises for purposes more hazardous than are permitted
by the policy. If any Borrower fails to provide and pay for any insurance, Agent may, at its
option, but shall not be required to, procure the insurance and charge Borrowers therefor. Each
Borrower agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance
companies. While no Event of Default exists, Borrowers may settle, adjust or compromise any
insurance claim, as long as the proceeds are delivered to Agent in accordance with Section
5.3.1(b). If an Event of Default exists, only Agent shall be authorized to settle, adjust and
compromise such claims.




          (b) Any proceeds of insurance (other than proceeds from workers’ compensation or D&O insurance
or business interruption insurance) and any awards arising from condemnation of any Collateral
shall be paid to Agent in accordance with Section 5.3.1(b). Any such proceeds or awards that
relate to Inventory shall be applied to payment of the Domestic Revolver Loans or UK Revolver
Loans, as applicable.




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




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




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



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




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




SECTION 9. REPRESENTATIONS AND WARRANTIES




     9.1. General Representations and Warranties. To induce Agent and Lenders to enter
into this Agreement and to make available the Revolver Commitments, Loans and Letters of Credit,
each Borrower represents and warrants that:



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




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




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




          9.1.4. Capital Structure. Schedule 9.1.4 shows, for each Obligor, its name, its
jurisdiction of organization, its authorized and issued Equity Interests, the holders of its Equity
Interests, and all agreements binding on such holders with respect to their Equity Interests as of
the Closing Date. Except as disclosed on Schedule 9.1.4, in the five years preceding the Closing
Date, no Obligor has acquired any substantial assets from any other Person nor been the surviving
entity in a merger or combination. Each Borrower has good title to its Equity Interests in its
Subsidiaries, subject only to Agent’s Lien and other Permitted Liens, and all such Equity Interests
are duly issued, fully paid and non-assessable to the extent applicable. Except as set forth on
Schedule 9.1.4, as of the Closing Date, there are no outstanding purchase options, warrants,
subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers
of attorney relating to Equity Interests of any Obligor.




          9.1.5. Title to Properties; Priority of Liens. Each Borrower and Subsidiary has good
and marketable title to (or valid leasehold interests in) all of its material Real Estate, and good
and marketable title to all of its material personal Property, including all such Property
reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens
except Permitted Liens and minor defects in title that do not interfere with its ability to conduct
its business as currently conducted or to utilize such Property for its intended purposes. Each
Borrower and Subsidiary has paid and discharged all lawful claims that, if unpaid, could become a
Lien on its Properties, other than Permitted Liens. To the extent required by the Loan Documents,
all Liens of Agent in the Collateral are duly perfected, valid and enforceable first priority
Liens, subject only to Permitted Liens and minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such Property for its intended
purposes; provided, however, that for registered United States trademarks, United States trademark
applications, United States patents, United States patent applications, and registered United
States copyrights, the security interest will be perfected upon filing, to the extent perfection of
a security interest can be accomplished by such a filing, of the Trademark Security Agreement with
the United States Patent and Trademark Office, the Patent Security Agreement with the United States
Patent and Trademark Office, or the Copyright Security Agreement with the United States Copyright
Office, and such perfected security interest is enforceable as such against any and all creditors
of and purchasers from Obligors in the United States.




          9.1.6. Accounts. Agent may rely, in determining which Accounts are Eligible Domestic
Accounts and Eligible UK Accounts, on all statements and representations made by Borrowers with
respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an
Eligible Domestic Account or Eligible UK Account in a Borrowing Base Certificate, that:




          (a) it is genuine and in all respects what it purports to be, and is not evidenced by a
judgment;




          (b) it arises out of a completed, bona fide sale and delivery of goods in the Ordinary Course
of Business, and substantially in accordance with any purchase order, contract or other document
relating thereto;




          (c) it is for a sum certain, maturing as stated in the invoice covering such sale, a copy of
which has been furnished or is available to Agent on request;




          (d) it is absolutely owing by the Account Debtor, without contingency in any respect;




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          (e) no purchase order, agreement, document or Applicable Law restricts assignment of the
Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the
applicable Borrower is the sole payee or remittance party shown on the invoice;




          (f) no extension, compromise, settlement, modification, credit, deduction or return has been
authorized with respect to the Account, except discounts or allowances granted in the Ordinary
Course of Business for prompt payment that are reflected in Borrowers’ records related thereto and
in the reports submitted to Agent hereunder; and




          (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are
reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account
Debtor had the capacity to contract when the Account arose, continues to meet the applicable
Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency
Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no
proceedings or actions threatened or pending against any Account Debtor that could reasonably be
expected to have a material adverse effect on the Account Debtor’s financial condition.




          9.1.7. Financial Statements. The consolidated balance sheets, and related statements
of income, cash flow and shareholder’s equity, of Borrowers and Subsidiaries that have been and are
hereafter delivered to Agent and Lenders, are prepared in accordance with GAAP, and fairly present
in all material respects the financial positions and results of operations of Borrowers and
Subsidiaries at the dates and for the periods indicated, subject to, in the case of monthly or
quarterly balance sheets and related statements, to the absence of footnotes and year end audit
adjustments. All projections delivered by the Obligors to Agent and Lenders have been prepared in
good faith, based on reasonable assumptions in light of the circumstances at such time, it being
acknowledged, and agreed by Lenders, however, that projections as to future events are not viewed
as facts and that the actual results during the period or periods covered by said projections may
differ from the projected results and that the differences may be material. Since December 31,
2007,  there has been no change in the condition (financial or otherwise) of the
Obligors, taken as a whole, that could reasonably be expected to have a Material Adverse Effect.
The Obligors and their Subsidiaries, taken as a whole, are Solvent.




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




          9.1.9. Taxes. Each Borrower and Subsidiary has filed all federal, state, national,
regional, provincial and material local tax returns and other material reports and all other tax
returns and reports and all state and foreign income reports and declarations required by any
Jurisdiction to which any of them is subject that it is required by law to file, and has paid, or
made provision for the payment of, all Taxes upon it, its income and its Properties that are due
and payable, except to the extent being Properly Contested or to the extent permitted by Section
10.2.1(s) or 10.2.2(r). The provision for Taxes on the books of each Borrower and Subsidiary is
adequate for all years not closed by applicable statutes, and for its current Fiscal Year.




          9.1.10. Brokers. There are no brokerage commissions, finder’s fees or investment
banking fees payable in connection with any transactions contemplated by the Loan Documents.




          9.1.11. Intellectual Property. Each Obligor owns or has the lawful right to use all
Intellectual Property necessary for the conduct of its business to the knowledge of such Obligor
without infringing or misappropriating any Intellectual Property rights of others except to the
extent that such failure to own or have such rights to use or any conflict would not reasonably be
expected to result in a Material Adverse Effect. There is no pending or, to any Borrower’s
knowledge, threatened Intellectual Property Claim with respect to any Obligor or any of their
Property (including any Intellectual Property





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that could reasonably be expected to have a Material Adverse Effect). Except as disclosed on
Schedule 9.1.11, no Obligor pays or owes any Royalty or other compensation to any Person with
respect to any Intellectual Property (excluding “shrink-wrap”, “click-wrap”, or other
“off-the-shelf” software). All registered Intellectual Property owned by any Obligor is shown on
Schedule 9.1.11.




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




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




          9.1.14. Compliance with Environmental Laws. Except as disclosed on Schedule 9.1.14,
no Obligor’s past or present operations, Real Estate or other Properties are subject to any
federal, state or local investigation to determine whether any remedial action of a material nature
is needed to address any environmental pollution, hazardous material or environmental clean-up. No
Obligor has received any Environmental Notice which would reasonably be expected to result in a
material liability to Borrowers. No Obligor has any contingent liability with respect to any
Environmental Release, environmental pollution or hazardous material on any Real Estate now or
previously owned, leased or operated by it where such liability could reasonably be expected to
result in a Material Adverse Effect.




          9.1.15. Burdensome Contracts. No Borrower or Subsidiary is a party or subject to any
contract, agreement or charter restriction that could reasonably be expected to have a Material
Adverse Effect. No Borrower or Subsidiary is party or subject to any Restrictive Agreement, except
as shown on Schedule 9.1.15 as of the Closing Date or as otherwise permitted pursuant to Section
10.2.15. No such Restrictive Agreement prohibits the execution, delivery or performance of any
Loan Document by an Obligor. The Obligations do not exceed the Indenture Formula Amount.




          9.1.16. Litigation. Except as shown on Schedule 9.1.16, there are no proceedings or
investigations pending or, to any Borrower’s knowledge, threatened against any Borrower or
Subsidiary, or any of their businesses, operations, Properties, prospects or conditions, that (a)
relate to any Loan Documents or transactions contemplated thereby; or (b) could reasonably be
expected to have a Material Adverse Effect if determined adversely to any Borrower or Subsidiary.




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





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          9.1.18. ERISA.




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




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




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




          (d) Except as disclosed on Schedule 9.18, with respect to any Foreign Plan, (i) all employer
and employee contributions required by law or by the terms of the Foreign Plan have been made, or,
if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value
of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan
funded through insurance, or the book reserve established for any Foreign Plan, together with any
accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with
respect to all current and former participants in such Foreign Plan according to the actuarial
assumptions and valuations most recently used to account for such obligations in accordance with
applicable generally accepted accounting principles; and (iii) it has been registered as required
and has been maintained in good standing with applicable regulatory authorities.




          (e) Except as disclosed on Schedule 9.18, neither the Company nor any Subsidiary is or has at
any time been an employer (for the purposes of Sections 38 to 51 of the Pensions Act) of an
occupational pension scheme which is not a money purchase scheme (both terms as defined in the
Pensions Schemes Act).




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




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




          9.1.20. Labor Relations. Except as described on Schedule 9.1.20, as of the Closing
Date no Obligor is party to or bound by any collective bargaining agreement, or material management
agreement or consulting agreement. Except as described on Schedule 9.1.20, as of the Closing Date
there





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are no material grievances, disputes or controversies with any union or other organization of
any Obligor’s employees, or, to any Borrower’s knowledge, any asserted or threatened strikes, work
stoppages or demands for collective bargaining.




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




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




          9.1.23. Margin Stock. No Borrower or Subsidiary is engaged, principally or as one of
its important activities, in the business of extending credit for the purpose of purchasing or
carrying any Margin Stock. No Loan proceeds or Letters of Credit will be used by Borrowers to
purchase or carry, or to reduce or refinance any Debt incurred to purchase or carry, any Margin
Stock or for any related purpose governed by Regulations T, U or X of the Board of Governors.




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



SECTION 10. COVENANTS AND CONTINUING AGREEMENTS




     10.1. Affirmative Covenants. As long as any Revolver Commitments or Revolver Loans
remain outstanding (other than contingent obligations or Letters of Credit collateralized in a
manner reasonably acceptable to Issuing Bank), each Borrower shall, and shall cause each Subsidiary
to:



          10.1.1. Inspections; Appraisals




          (a) Permit Agent from time to time, subject (except when an Event of Default exists) to
reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or
Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records
(other than information which is subject to attorney-client privilege or would result in a breach
of a confidentiality obligation of the Obligors to any other Person), and discuss with its
officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s
business, financial condition, assets, prospects and results of operations. Lenders may
participate in any such visit or inspection, at their own expense; provided,
however, the Obligors shall, absent a continuing Event of Default, be given the opportunity
to be present at any communications with their accountants. Neither Agent nor any Lender shall
have any duty to any Borrower to make any inspection, nor to share any results of any inspection,
appraisal or report with any Borrower. Borrowers acknowledge that all inspections, appraisals and
reports are prepared by Agent and Lenders for their purposes, and Borrowers shall not be entitled
to rely upon them. Agent may allow Borrower Agent to receive copies of any appraisals.




          (b) Reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with
(i) examinations of any Obligor’s books and records or any other financial or Collateral matters as
Agent deems appropriate, up to three times per Loan Year, and (ii) appraisals of Inventory,
Equipment and Real Estate up to two times in the Fiscal Year ending December 31, 2009 and up to one





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time per calendar year thereafter; provided, however, that if an examination
or appraisal is initiated during an Event of Default, all charges, costs and expenses therefor
shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting
the foregoing, Borrowers specifically agree to pay Agent’s then standard charges for each day that
an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the
standard charges of Agent’s internal appraisal group. This Section shall not be construed to limit
Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to
use third parties for such purposes.




          10.1.2. Financial and Other Information. Keep adequate records and books of account
with respect to its business activities, in which proper entries are made in accordance with GAAP
in all material respects reflecting all financial transactions; and furnish to Agent and Lenders:




          (a) as soon as available, and in any event within 90 days after the close of each Fiscal Year,
balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow
and shareholders’ equity for such Fiscal Year, on a consolidated basis for Borrowers and
Subsidiaries, which consolidated statements shall be audited and certified (without qualification)
by any Big Four firm of independent certified public accountants of recognized standing selected by
Borrowers or such other firm reasonably acceptable to Agent, and shall set forth in comparative
form corresponding figures for the preceding Fiscal Year and other information acceptable to Agent;




          (b) as soon as available, and in any event within 30 days after the end of each Fiscal Month
(but within 45 days after the last Fiscal Month in a Fiscal Quarter and 60 days after the last
Fiscal Month in a Fiscal Year), unaudited balance sheets as of the end of such Fiscal Month and the
related statements of income and cash flow for such Fiscal Month and for the portion of the Fiscal
Year then elapsed, on consolidated basis for Borrowers and Subsidiaries, setting forth in
comparative form corresponding figures for the preceding Fiscal Year and certified by a Senior
Officer of the Company as prepared in accordance with GAAP and fairly presenting in all material
respects the financial position and results of operations for such Fiscal Month and period, subject
to normal year-end adjustments and the absence of footnotes;




          (c) concurrently with delivery of financial statements under clauses (a) and (b) above, or
more frequently if requested by Agent while an Event of Default exists, (i) a Compliance
Certificate executed by a Senior Officer of the Company and (ii) a calculation of the Indenture
Formula Amount.




          (d) concurrently with delivery of financial statements under clause (a) above, copies of all
management letters and other material reports submitted to Borrowers by their accountants in
connection with such financial statements;




          (e) concurrently with delivery of financial statements under clause (b) above, at the end of
any Fiscal Quarter, a written report satisfactory in form and scope to Agent, as to all Hedging
Agreements entered into by any Borrower or Guarantor, including, without limitation, detailed
calculations with respect to the conversion values of all currency exchange Hedging Agreements and
such other items as Agent, in its sole discretion, may from time to time request.




          (f) not later than 30 days after the end of each Fiscal Year, projections of Borrowers’
consolidated balance sheets, results of operations, cash flow, Domestic Availability and UK
Availability for the next Fiscal Year, month by month and for the following Fiscal Years (through
2012), year by year;




          (g) promptly following Agent’s request, a summary listing of each Borrower’s trade payables,
and a detailed trade payable aging, all in form satisfactory to Agent;




          (h) promptly after the sending or filing thereof, copies of any proxy statements,





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financial statements or reports that any Borrower has made generally available to its
shareholders; copies of any regular, periodic and special reports or registration statements or
prospectuses that any Borrower files with the Securities and Exchange Commission or any other
Governmental Authority, or any securities exchange; and copies of any press releases or other
statements made available by a Borrower to the public concerning material changes to or
developments in the business of such Borrower;




          (i) promptly after the sending or filing thereof, copies of any annual report to be filed in
connection with any Pension Plan, and promptly following Agent’s request, after the sending or
filing thereof, copies of any annual report to be filed in connection with each other Plan or
Foreign Plan; and




          (j) such other reports and information (financial or otherwise, including, without limitation,
consolidating balance sheets, related statements of income, cash flow and shareholder’s equity, but
excluding any information subject to the attorney-client privilege or other confidentiality
arrangements with third parties) promptly following Agent’s request therefor from time to time in
connection with any Collateral or any Borrower’s, Subsidiary’s or other Obligor’s financial
condition or business.



Promptly following retention of accountants for their annual audit, Borrowers shall send a letter
to the accountants, with a copy to Agent and Lenders, notifying the accountants that one of the
purposes for retaining their services and obtaining audited financial statements is for use by
Agent and Lenders. Agent is authorized to send such notice if Borrowers fail to do so for any
reason.



Subject to the next succeeding sentence, information delivered pursuant to this Section 10.1.2 to
Agent may be made available by Agent to Lenders by posting such information on the Intralinks
website on the Internet at http://www.intralinks.com. Information delivered pursuant to this
Section 10.1.2 may also be delivered by electronic communication pursuant to procedures approved by
Agent pursuant to Section 15.3 hereto. Information required to be delivered pursuant to this
Section 5.01 (to the extent not made available as set forth above) shall be deemed to have been
delivered to Agent on the date on which such information has been posted on (i) Company’s website
on the Internet at http://www.cvgrp.com or (ii) are made available via EDGAR, or any successor
system of the SEC, on the Company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or
8-K, as applicable. Information required to be delivered pursuant to this Section 10.1.2 shall be
in a format which is suitable for transmission.



Unless (i) expressly marked by Borrowers as “PUBLIC” or (ii) copies of the Company’s public filings
with the SEC, any notice or other communication delivered pursuant to this Section 10.1.2, or
otherwise pursuant to this Agreement, shall be deemed to contain material non-public information.




          10.1.3. Notices. Notify Agent (for further distribution to Lenders) in writing,
promptly after a Borrower’s obtaining knowledge thereof, of any of the following that affects an
Obligor: (a) the threat or commencement of any proceeding or investigation, whether or not covered
by insurance, if an adverse determination could have a Material Adverse Effect; (b) any pending or
threatened labor dispute, strike or walkout, or the expiration of any material labor contract; (c)
any default under or termination of a Material Contract, the Senior Notes, any Subordinated Debt,
or any contract that relates to Debt in any aggregate amount of $5,000,000 or more; (d) the
existence of any Default or Event of Default; (e) any judgment in an amount exceeding $1,000,000;
(f) the assertion of any Intellectual Property Claim, if an adverse resolution could have a
Material Adverse Effect; (g) any violation or asserted violation of any Applicable Law (including
ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could reasonably be
expected to have a Material Adverse Effect; (h) any Environmental Release by an Obligor or on any
Property owned, leased or occupied by an Obligor that could reasonably be expected to have a
Material Adverse Effect; or receipt of any Environmental Notice that could reasonably be expected
to have a Material Adverse Effect or materially impact the value of any Property of such Borrower;
(i) the occurrence of any ERISA Event that could reasonably be expected to have a Material Adverse
Effect; or
(j) the discharge of or any withdrawal or resignation by Borrowers’ independent accountants.




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          10.1.4. Landlord and Storage Agreements. Promptly following request, provide Agent
with copies of all existing agreements, and promptly after execution thereof provide Agent with
copies of all future agreements, between an Obligor and any landlord, warehouseman, processor,
shipper, bailee or other Person that owns any premises at which any material Collateral may be kept
or that otherwise may possess or handle any material Collateral.




          10.1.5. Compliance with Laws. Comply with all Applicable Laws, including ERISA,
Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, and laws regarding collection and payment of
Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties or
conduct of its business, unless failure to comply (other than failure to comply with Anti-Terrorism
Laws) or maintain could not reasonably be expected to have a Material Adverse Effect. Without
limiting the generality of the foregoing, if any Environmental Release occurs at or on any
Properties of any Borrower or Subsidiary, it shall act promptly and diligently to investigate and
report to Agent and all appropriate Governmental Authorities the extent of, and to make appropriate
remedial action to eliminate, such Environmental Release, whether or not directed to do so by any
Governmental Authority, if, as required by Environmental Law or necessary to preserve the value as
a whole of such Properties.




          10.1.6. Taxes. Pay and discharge all Taxes on or prior to the date which they become
delinquent or penalties attach, unless such Taxes are being Properly Contested or permitted by
Section 10.2.1(s) or 10.2.1(r).




          10.1.7. Insurance. In addition to the insurance required hereunder with respect to
Collateral, maintain insurance with insurers (with a Best Rating of at least A7, unless otherwise
approved by Agent), with respect to the Properties and business of Borrowers and Subsidiaries of
such type (including product liability, workers’ compensation, larceny, embezzlement, or other
criminal misappropriation insurance), in such amounts, and with such coverages and deductibles as
required pursuant to Section 8.6.2.




          10.1.8. Licenses. Keep each License materially affecting any Collateral (including
the manufacture, distribution or disposition of Inventory) in full force and effect except (i) to
the extent not otherwise required herein, (ii) for any Permitted Asset Disposition or (iii) to the
extent any failure to so maintain such License would not reasonably be expected to result in a
Material Adverse Effect (it being understood that a failure to maintain or replace any license
necessary in connection with the manufacture, distribution or disposition of Inventory results in a
Material Adverse Effect unless such license is being abandoned in the reasonable business judgment
of Borrowers); pay all undisputed Royalties when due; and notify Agent of any known default or
known breach asserted by any Person to have occurred under any material License.




          10.1.9. Future Subsidiaries. Notify Agent within five Business Days (or such later
date as agreed to by Agent) of any Person becoming a Subsidiary and, (i) if such Person is not a
Foreign Subsidiary, cause such Subsidiary (other than an Immaterial Subsidiary) to guaranty the
Obligations and (ii) if such Person is a Subsidiary formed under the laws of the United Kingdom,
cause such Subsidiary (other than an Immaterial Subsidiary) to guaranty the UK Obligations, in each
case in a manner reasonably satisfactory to Agent, and to execute and deliver such documents,
instruments and agreements and to take such other actions as Agent shall require to evidence and
perfect a Lien in favor of Agent (for the benefit of Secured Parties) on all assets of such Person,
including delivery of such legal opinions, in form and substance reasonably satisfactory to Agent,
as it shall deem appropriate. If at any time any Subsidiary that is an Immaterial Subsidiary as of
the Closing Date, shall cease to be an Immaterial Subsidiary, such Subsidiary shall be required, no
later than the last Business Day of the Fiscal Month during which such Subsidiary is no longer an
Immaterial Subsidiary, to guaranty the Obligations in accordance with this Section 10.1.9.





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     10.2. Negative Covenants. As long as any Revolver Commitments or Obligations are
outstanding, each Borrower shall not, and shall cause each Subsidiary not to:



          10.2.1. Permitted Debt. Create, incur, guarantee or suffer to exist any Debt,
except:



          (a) the Obligations;



          (b) Subordinated Debt;



          (c) Permitted Purchase Money Debt;



          (d) Borrowed Money and other Debt (other than the Obligations and Subordinated Debt), but only
to the extent identified on Schedule 10.2.1, and outstanding on the Closing Date and not satisfied
with proceeds of the initial Loans;



          (e) Bank Product Debt,



          (f) Permitted Contingent Obligations;



          (g) Refinancing Debt as long as each Refinancing Condition is satisfied;



          (h) Debt under any Hedging Agreement to the extent such Hedging Agreement is permitted by this
Agreement;



          (i) Intercompany Debt incurred in the Ordinary Course of Business to the extent permitted by
Section 10.2.5;



          (j) Debt in respect of workers’ compensation claims, self-insurance obligations, performance
bonds, export or import indemnitees or similar instruments, customs bonds, governmental contracts,
leases, surety appeal or similar bonds and completion guarantees provided by an Obligor or
Subsidiary in the Ordinary Course of its Business;



          (k) Debt in respect of taxes, assessments or governmental charges to the extent that payment
thereof shall not at the time be required to be made in accordance with Section 10.1.6;



          (l) Debt consisting of incentive, non-compete, consulting, deferred compensation, or other
similar arrangements entered in the Ordinary Course of Business;



          (m) Debt in respect of netting services and overdraft protections or other cash management
services in connection with deposit accounts and securities accounts, in each case in the Ordinary
Course of Business;



          (n) Debt incurred by Foreign Subsidiaries that are not Obligors for working capital purposes
in an amount not to exceed $5,000,000 at any time outstanding, so long as no Default or Event of
Default exists or would result therefrom;



          (o) Debt in connection with any Permitted Foreign Investment;



          (p) Contingent Obligations in respect of Debt of any Obligor otherwise permitted under Section
10.2.1 incurred in the Ordinary Course of Business, subject, if applicable, to Section 10.2.5;



          (q) Debt incurred in connection with the financing of insurance premiums in the Ordinary
Course of Business;



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          (r) without duplication of any other Debt, non-cash accruals of interest, accretion or
amortization of original issue discount and payment-in-kind interest with respect to Debt permitted
hereunder; and



          (s) Debt that is not included in any of the preceding clauses of this Section, is not secured
by a Lien and does not exceed $1,000,000 in the aggregate at any time.



          10.2.2. Permitted Liens. Create or suffer to exist any Lien upon any of its
Property, except the following (collectively, “Permitted Liens”):



          (a) Liens in favor of Agent;



          (b) Purchase Money Liens securing Permitted Purchase Money Debt;



          (c) Liens for Taxes not yet due or being Properly Contested;



          (d) contractual Liens and Liens imposed by law (other than Liens for Taxes or imposed under
ERISA) such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’,
repairmen’s and mechanics’ Liens and other similar Liens arising in the Ordinary Course of
Business, but only if (i) payment of the obligations secured thereby is not yet due and payable or
is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the
Property or materially impair operation of the business of any Obligor;



          (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the
performance of tenders, bids, leases, contracts (except those relating to Borrowed Money), surety,
stay customs and appeal bonds, statutory obligations and other similar obligations, or arising as a
result of progress payments under government contracts;



          (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers;



          (g) Liens arising by virtue of a judgment or judicial order against any Obligor to the extent
such judgment does not constitute an Event of Default;



          (h) easements, rights-of-way, survey exceptions, title exceptions, restrictions, covenants or
other agreements of record, minor defects or other irregularities in title and other similar
charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not
materially interfere with the Ordinary Course of Business;



          (i) municipal and zoning ordinances, building and other land use laws imposed by any
governmental authority which are not violated in any material respect by existing improvements or
the present use of Property, or in the case of any Real Estate subject to a mortgage, encumbrances
disclosed in the title insurance policy issued to, and reasonably approved by, Agent;



          (j) leases, subleases, licenses, sublicenses granted to others in the Ordinary Course of
Business;



          (k) any interest or title of a lessor or sublessor, licensor or sublicensor under any lease or
license not prohibited by this Agreement or the other Security Documents;



          (l) except with respect to UK Dominion Accounts, normal and customary rights of setoff upon
deposits or securities in favor of depository institutions or brokerages, and Liens of a collecting
bank on payment items in the course of collection, bankers’ Liens securing amounts owing to such
bank with respect to overdrafts, cash management and operating account arrangements, including



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those involving pooled accounts and netting arrangements; provided that in no case shall such
Liens secure (either directly or indirectly) the repayment of any Debt (other than on account of
such overdrafts, netting or cash management);



          (m) Liens on insurance proceeds and deposits arising in the ordinary course of business in
connection with the financing of insurance premiums;



          (n) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into by such Person in the Ordinary Course of Business
in accordance with the past practices of such Person;



          (o) Liens on Property of a Person existing at the time such Person is acquired or merged with
or into or consolidated with any Obligor or a Subsidiary thereof (and not created in anticipation
or contemplation thereof);



          (p) security given to a public or private utility or any Governmental Authority as required in
the Ordinary Course of Business;



          (q) the filing of financing statements solely as a precautionary measure in connection with
operating leases or consignments;



          (r) other Liens with respect to obligations that do not in the aggregate exceed $1,000,000 at
any time outstanding;



          (s) the replacement, extension or renewal of any Permitted Lien; provided, that such
Lien shall at no time be extended to cover any assets or property other than such assets or
property subject thereto on the Closing Date or the date such Lien was incurred, as applicable;



          (t) Liens granted in connection with Debt permitted by Section 10.2.1(n) provided that such
Liens attach only to Property of Foreign Subsidiaries and not to any Collateral; and



          (u) existing Liens shown on Schedule 10.2.2.



          10.2.3. [RESERVED].



          10.2.4. Distributions; Upstream Payments. Make or declare any Distributions other
than, (a) Upstream Payments and (b) dispositions by Obligors and Subsidiaries permitted hereunder.



          10.2.5. Restricted Investments. Make any Restricted Investment, other than Permitted
Foreign Investments, so long as no Default or Event of Default exists or would result therefrom.



          10.2.6. Acquisitions. Make any Acquisition (other than to the extent constituting
Restricted Investments).



          10.2.7. Disposition of Assets. Make any Asset Disposition, except a Permitted Asset
Dispositions so long as (other than with respect to (i) sales of Inventory in the Ordinary Course
of Business and (ii) intercompany asset transfers to the extent permitted hereunder) no Event of
Default exists and all Net Proceeds of such disposition are remitted to Agent unless otherwise
reinvested pursuant to Section 5.3.1.



          10.2.8. [RESERVED].



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          10.2.9. Restrictions on Payment of Certain Debt. Make any payments (whether
voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with
respect
to any (a) Subordinated Debt, except regularly scheduled payments of principal, interest and
fees, but only to the extent permitted under any subordination agreement relating to such Debt (and
a Senior Officer of the Company shall certify to Agent, not less than five Business Days prior to
the date of payment, that all conditions under such agreement have been satisfied or waived); or
(b) the Existing Senior Notes, other than (i) payment of regularly scheduled interest and
reimbursement for fees and expenses of the trustee as provided therein or (ii) in connection with
replacing the Existing Senior Notes with Refinancing Debt, provided that the Refinancing Conditions
are met. Notwithstanding anything to the contrary contained herein or in any other Loan Document,
in no event shall there be any restriction on the ability of Subsidiaries or Obligors to repay any
intercompany Debt owed to the Company.



          10.2.10. Fundamental Changes. (a) Merge, combine or consolidate with any Person, or
liquidate, wind up its affairs or dissolve itself (unless, in the case of any liquidation, winding
up or dissolution, the assets of such entity are transferred to its corporate parent), in each case
whether in a single transaction or in a series of related transactions, except for the UK
Restructuring and for mergers, consolidations, amalgamations or combinations of (i) a wholly-owned
Domestic Subsidiary (or National Seating Company) with another wholly-owned Domestic Subsidiary
(provided that if any such Subsidiary is an Obligor, the Obligor will be the surviving
company) or into a Domestic Borrower, (ii) a wholly-owned UK Subsidiary with another wholly-owned
UK Subsidiary or into a UK Borrower, (iii) a Domestic Borrower with and into a Domestic Borrower,
so long as, in the case of the Company, the Company is the surviving entity, (iv) a UK Borrower
with and into a UK Borrower; or (v) a Foreign Subsidiary with and into another Foreign Subsidiary,
provided that if any such Subsidiary is an Obligor, the Obligor will be the surviving
company; or (b) unless 30 days’ advance written notice is given to Agent, (i) change its name or
conduct business under any fictitious name, (ii) change its tax, charter or other organizational
identification number, or (iii) change its form or state of jurisdiction of organization.



          10.2.11. Subsidiaries. Form or acquire any Subsidiary after the Closing Date, except
in accordance with Sections 10.1.9, 10.2.5 or 10.2.6; or permit any existing Subsidiary to issue
any additional Equity Interests except director’s qualifying shares.



          10.2.12. Organic Documents. Amend, modify or otherwise change any of its Organic
Documents as in effect on the Closing Date to the extent such amendment, modification or change
could reasonably be expected to result in a Material Adverse Effect.



          10.2.13. Tax Consolidation. File or consent to the filing of any consolidated income
tax return with any Person other than Borrowers and Subsidiaries.



          10.2.14. Accounting Changes. Make any material change in accounting treatment or
reporting practices, except as permitted by GAAP and in accordance with Section 1.2; or change its
Fiscal Year without consent of Agent.



          10.2.15. Restrictive Agreements. Become a party to any Restrictive Agreement, except
a Restrictive Agreement (a) in effect on the Closing Date; (b) relating to Debt permitted
hereunder, as long as the restrictions apply only to collateral for such Debt; (c) constituting
customary restrictions on assignment, encumbrances or subletting in leases and other contracts; (d)
constituting customary restrictions and conditions contained in any agreement relating to the sale
of any Property permitted under Section 10.2.7 pending the consummation of such sale; (e) in effect
at the time such Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement was not
entered into in contemplation of such Person becoming a Subsidiary of such Borrower; or (f) by the
documents described on Schedule 10.2.15.



          10.2.16. Hedging Agreements. Enter into any Hedging Agreement, except to hedge risks
arising in the Ordinary Course of Business and not for speculative purposes.



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          10.2.17. Conduct of Business. Engage in any business, other than its business as
conducted on the Closing Date and any activities ancillary, incidental, complementary or
reasonably related thereto.



          10.2.18. Affiliate Transactions. Enter into or be party to any transaction with an
Affiliate, except (a) transactions contemplated or otherwise permitted by the Loan Documents; (b)
payment of reasonable compensation to officers and employees for services actually rendered, and
loans and advances permitted by Section 10.2.5; (c) payment of customary directors’ fees and
indemnities; (d) transactions solely among Obligors; (e) transactions with Affiliates that were
consummated prior to the Closing Date, as shown on Schedule 10.2.18; and (f) transactions with
Affiliates in the Ordinary Course of Business, upon fair and reasonable terms fully disclosed to
Agent and no less favorable than would be obtained in a comparable arm’s-length transaction with a
non-Affiliate.



          10.2.19. Plans. Become party to any (i) Multiemployer Plan or (ii) Foreign Plan
(which would reasonably be expected to result in a material liability to Borrowers), in each case
other than any in existence on the Closing Date.



          10.2.20. Amendments to Subordinated Debt or Indenture. Amend, supplement or otherwise
modify (i) any document, instrument or agreement relating to any Subordinated Debt, if such
modification (a) increases the principal balance of such Debt (other than as a result of
capitalization of fees and interest), or increases any required payment of principal or interest
(other than as a result of capitalization of fees and interest), (b) accelerates the date on which
any installment of principal or any interest is due, or adds any additional redemption, put or
prepayment provisions, (c) shortens the final maturity date or otherwise accelerates amortization,
(d) increases the interest rate, (e) modifies any covenant in a manner or adds any representation,
covenant or default that is more onerous or restrictive in any material respect (when taken as a
whole) for any Obligor, or that is otherwise materially adverse to any Obligor or Lenders, or (f)
results in the Obligations not being fully benefited by the subordination provisions thereof; or
(ii) the Indenture or any other document to the extent such amendment, supplement or modification
results in the Obligations not constituting indebtedness permitted under Section 4.03(b)(1) of the
Indenture if applicable.



     10.3. Financial Covenants. As long as any Revolver Commitments or Obligations are
outstanding, Borrowers shall:



          10.3.1. Fixed Charge Coverage Ratio. Maintain a Fixed Charge Coverage Ratio of at
least 1.0 to 1.0. as of the end of any Fiscal Quarter commencing with the Fiscal Quarter ending
March 31, 2010.



          10.3.2. Capital Expenditures. Not permit the aggregate amount of Capital Expenditures
made by Borrowers and their Subsidiaries to exceed (i) $17,000,000 at any time during the Fiscal
Year ending December 31, 2009 or (ii) $18,500,000 so long as Borrowers maintain a Fixed Charge
Coverage Ratio of at least 1.0 to 1.0 as of the end of each Fiscal Quarter following the date on
which the aggregate amount of Capital Expenditures exceeds $17,000,000 during the Fiscal Year
ending December 31, 2009.



          10.3.3. EBITDA. Maintain cumulative year-to-date EBITDA as of the end of each Fiscal
Quarter below, at least equal to the following amounts:



	 	 	 	 	 
	Period Ending	 	EBITDA
	March 31, 2009
	 	$	2,115,000	 
	June 30, 2009
	 	$	8,130,000	 
	September 30, 2009
	 	$	14,730,000	 
	December 31, 2009
	 	$	23,000,000	 






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          10.3.4. Domestic Availability. Maintain Domestic Availability of at least $7,500,000
at all times.



SECTION 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT




     11.1. Events of Default. Each of the following shall be an “Event of Default”
hereunder, if the same shall occur for any reason whatsoever, whether voluntary or involuntary, by
operation of law or otherwise:



          (a) a Borrower fails to pay any Obligations when due (whether at stated maturity, on demand,
upon acceleration or otherwise);



          (b) any representation, warranty or other written statement of an Obligor made in connection
with any Loan Documents or transactions contemplated thereby is incorrect or misleading in any
material respect when given;



          (c) a Borrower breaches or fail to perform any covenant contained in Section 7.2, 7.3, 7.6,
8.1, 8.2.4, 8.2.5, 8.6.2, 10.1.1, 10.1.2, 10.2 or 10.3;



          (d) an Obligor breaches or fails to perform any covenant contained in any Loan Documents
(other than as specified in clauses (a), (b) and (c) above), and such breach or failure is not
cured (i) within five days for any such breach or failure to perform any covenant contained in
Section 7.4 of this Agreement, and (ii) within 30 days for any such breach or failure to perform
any other covenant contained in any Loan Document, in each case after a Senior Officer of such
Obligor has knowledge thereof or receives notice thereof from Agent, whichever is sooner;



          (e) a Guarantor repudiates, revokes or attempts to revoke its Guaranty; an Obligor denies or
contests the validity or enforceability of any Loan Documents or Obligations, or the perfection or
priority of any Lien granted to Agent except for immaterial Collateral with a value not in excess
of $1,000,000 at any time; or any Loan Document ceases to be in full force or effect for any reason
(other than a waiver or release by Agent and Lenders or action or inaction by the Collateral Agent
or as otherwise permitted hereunder);



          (f) any breach or default of an Obligor occurs under any document, instrument or agreement to
which it is a party or by which it or any of its Properties is bound, relating to any Debt (other
than the Obligations) in excess of $5,000,000, if the maturity of or any payment with respect to
such Debt may be accelerated or demanded due to such breach;



          (g) other than any judgment disclosed on Schedule 11.1 (to the extent the aggregate amount of
any such judgment plus accrued interest thereon does not exceed $2,500,000), any judgment or order
for the payment of money is entered against an Obligor in an amount that exceeds, individually or
cumulatively with all unsatisfied judgments or orders against all Obligors, $2,000,000 (net of any
insurance coverage therefor not denied in writing by the insurer);



          (h) an Obligor is enjoined, restrained or in any way prevented by any Governmental Authority
from conducting any material part of its business; there is a cessation of any material part of an
Obligor’s business for a material period of time (other than as permitted hereunder); any material



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Collateral or Property of an Obligor is taken or impaired through condemnation; an Obligor
agrees to or commences any liquidation, dissolution or winding up of its affairs (except as
otherwise permitted hereunder); or an Obligor is not Solvent;



          (i) an Insolvency Proceeding is commenced by an Obligor; an Obligor makes an offer of
settlement, extension or composition to its unsecured creditors generally; or an Insolvency
Proceeding is commenced against an Obligor and: the Obligor consents to institution of the
proceeding, the petition commencing the proceeding is not timely contested by the Obligor, the
petition is not dismissed within 30 days after filing, or an order for relief is entered in the
proceeding;



          (j) a UK Obligor is unable or admits inability to pay its debts as they fall due or is deemed
(other than under Section 123(1)(a) of the Insolvency Act) where the relevant amount is $1,000,000
or more to or declared to be unable to pay its debts under applicable law, suspends or threatens to
suspend making payments on any of its debts or, by reason of actual or anticipated financial
difficulties, commences negotiations with one or more of its creditors with a view to rescheduling
any of its indebtedness;



          (k) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has
resulted or could reasonably be expected to result in a material liability of an Obligor to a
Pension Plan, Multiemployer Plan or PBGC, or that constitutes grounds for appointment of a trustee
for or termination by the PBGC of any Pension Plan or Multiemployer Plan; an Obligor or ERISA
Affiliate fails to pay when due any installment payment with respect to its withdrawal liability
under Section 4201 of ERISA under a Multiemployer Plan; or any event similar to the foregoing
occurs or exists with respect to a Foreign Plan;



          (l) the Pensions Regulator issues a Financial Support Direction or a Contribution Notice to
any Obligor unless the aggregate liability of the Obligors under all Financial Support Directions
and Contributions Notices is less than £1,000,000; or



          (p) a Change of Control occurs.



     11.2. Remedies upon Default. If an Event of Default described in Section 11.1(i) or
(j) occurs with respect to any Borrower, then to the extent permitted by Applicable Law, all
Obligations shall become automatically due and payable and all Revolver Commitments shall
terminate, without any action by Agent or notice of any kind. In addition, or if any other Event
of Default exists, Agent may in its discretion (and shall upon written direction of Required
Lenders) do any one or more of the following from time to time:



          (a) declare any Obligations immediately due and payable, whereupon they shall be due and
payable without diligence, presentment, demand, protest or notice of any kind, all of which are
hereby waived by Borrowers to the fullest extent permitted by law;



          (b) terminate, reduce or condition any Revolver Commitment, or make any adjustment to the
Domestic Borrowing Base or the UK Borrowing Base;



          (c) require Obligors to Cash Collateralize Domestic LC Obligations, UK LC Obligations, Bank
Product Debt and other Obligations that are contingent or not yet due and payable, and, if Obligors
fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required
Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance
exists or is created thereby, or the conditions in Section 6 are satisfied); provided, that
if Borrowers are required to provide an amount of cash collateral pursuant to this Section 11.2,
such amount (to the extent not applied in accordance with Section 5.6) shall be returned to
Borrowers within three Business Days after all Events of Default have been cured or waived; and



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



     11.3. License. For the purpose of enabling Agent, upon the occurrence and during the
continuance of an Event of Default, to exercise the rights and remedies under Section 11.2 at such
time as Agent shall be lawfully entitled to exercise such rights and remedies, and for no other
purpose, Borrower hereby grants to Agent a non-exclusive license (subject to the rights of third
parties and to the extent not prohibited in the case of licensed in Intellectual Property and (i)
in the case of trademarks, to sufficient rights to quality control and inspection in favor of
Borrower to avoid the risk of invalidation of such trademarks, and (ii) in the case of trade
secrets, to an obligation of Agent to take steps reasonable under the circumstances to keep trade
secrets confidential to avoid the risk of invalidation of such trade secrets) to use, license or
sub-license (without payment of royalty or other compensation to any Person) any or all
Intellectual Property of Borrowers, computer hardware and software, trade secrets, brochures,
customer lists, promotional and advertising materials, labels, packaging materials and other
Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or
otherwise exercising any rights or remedies with respect to, any Collateral. Each Borrower’s
rights and interests under Intellectual Property shall inure to Agent’s benefit.



     11.4. Setoff. At any time during an Event of Default, Agent, Issuing Bank, Lenders,
and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to
set off and apply any and all deposits (general or special, time or demand, provisional or final,
in whatever currency)(other than tax, payroll, trust or employee benefit accounts) at any time held
and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender
or such Affiliate to or for the credit or the account of an Obligor against any Obligations,
irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made
any demand under this Agreement or any other Loan Document and although such Obligations may be
contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or
such Affiliate different from the branch or office holding such deposit or obligated on such
indebtedness. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this
Section are in addition to other rights and remedies (including other rights of setoff) that such
Person may have.



     11.5. Remedies Cumulative; No Waiver.



          11.5.1. Cumulative Rights. All agreements, warranties, guaranties, indemnities and
other undertakings of Borrowers under the Loan Documents are cumulative and not in derogation of
each other. The rights and remedies of Agent and Lenders are cumulative, may be exercised at any
time and from time to time, concurrently or in any order, and are not exclusive of any other rights
or remedies available by agreement, by law, at equity or otherwise. All such rights and remedies
shall continue in full force and effect until Full Payment of all Obligations.



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          11.5.2. Waivers. No waiver or course of dealing shall be established by (a) the
failure or delay of Agent or any Lender to require strict performance by Borrowers with any terms
of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or
otherwise; (b) the making of any Loan or issuance of any Letter of Credit during a Default, Event
of Default or other failure by the Obligors to satisfy any conditions precedent; or (c) acceptance
by Agent or any Lender of any payment or performance by an Obligor under any Loan Documents in a
manner other than that specified therein. It is expressly acknowledged by Borrowers that any
failure to satisfy a financial covenant on a measurement date shall not be cured or remedied by
satisfaction of such covenant on a subsequent date.



SECTION 12. AGENT




     12.1.
Appointment, Authority and Duties of Agent.



          12.1.1. Appointment and Authority. Each Lender appoints and designates Bank of
America as Agent hereunder. Agent may, and each Lender authorizes Agent to, enter into all Loan
Documents to which Agent is intended to be a party and accept all Security Documents, for Agent’s
benefit and the Pro Rata benefit of Lenders. Each Lender agrees that any action taken by Agent or
Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by Agent
or Required Lenders of any rights or remedies set forth therein, together with all other powers
reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Without
limiting the generality of the foregoing, Agent shall have the sole and exclusive authority to (a)
act as the disbursing and collecting agent for Lenders with respect to all payments and collections
arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document,
including any intercreditor or subordination agreement, and accept delivery of each Loan Document
from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of
perfecting and administering Liens under the Loan Documents, and for all other purposes stated
therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement
Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan
Documents, Applicable Law or otherwise. The duties of Agent shall be ministerial and
administrative in nature, and Agent shall not have a fiduciary relationship with any Lender,
Secured Party, Participant or other Person, by reason of any Loan Document or any transaction
relating thereto. Agent alone shall be authorized to determine whether any Accounts or Inventory
constitute Eligible Domestic Accounts, Eligible UK Account, Eligible Domestic Inventory or Eligible
UK Inventory, or whether to impose or release any reserve, which determinations and judgments, if
exercised in good faith, shall exonerate Agent from liability to any Lender or other Person for any
error in judgment.



          12.1.2. Duties. Agent shall not have any duties except those expressly set forth in
the Loan Documents. The conferral upon Agent of any right shall not imply a duty on Agent’s part
to exercise such right, unless instructed to do so by Required Lenders in accordance with this
Agreement.



          12.1.3. Agent Professionals. Agent may perform its duties through agents and
employees. Agent may consult with and employ Agent Professionals, and shall be entitled to act
upon, and shall be fully protected in any action taken in good faith reliance upon, any advice
given by an Agent Professional. Agent shall not be responsible for the negligence or misconduct of
any agents, employees or Agent Professionals selected by it with reasonable care.



          12.1.4. Instructions of Required Lenders. The rights and remedies conferred upon
Agent under the Loan Documents may be exercised without the necessity of joinder of any other
party, unless required by Applicable Law. Agent may request instructions from Required Lenders
with respect to any act (including the failure to act) in connection with any Loan Documents, and
may seek assurances to its satisfaction from Lenders of their indemnification obligations under
Section 12.6 against all Claims that could be incurred by Agent in connection with any act. Agent
shall be entitled to refrain from any act until it has received such instructions or assurances,
and Agent shall not incur liability to any Person by



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reason of so refraining. Instructions of Required Lenders shall be binding upon all Lenders,
and no Lender shall have any right of action whatsoever against Agent as a result of Agent acting
or refraining from acting in accordance with the instructions of Required Lenders. Notwithstanding
the foregoing, instructions by and consent of all Lenders shall be required in the circumstances
described in Section 15.1.1, and in no event shall Required Lenders, without the prior written
consent of each Lender, direct Agent to accelerate and demand payment of Loans held by one Lender
without accelerating and demanding payment of all other Loans, nor to terminate the Revolver
Commitment of one Lender without terminating the Revolver Commitments of all Lenders. In no event
shall Agent be required to take any action that, in its opinion, is contrary to Applicable Law or
any Loan Documents or could subject any Agent Indemnitee to personal liability.



     12.2. Agreements Regarding Collateral and Field Examination Reports.



          12.2.1. Lien Releases; Care of Collateral. Lenders authorize Agent to release any
Lien with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the
subject of an Asset Disposition which Borrowers certify in writing to Agent is a Permitted Asset
Disposition or a Lien which Borrowers certify is a Permitted Lien entitled to priority over Agent’s
Liens (and Agent may rely conclusively on any such certificate without further inquiry); (c) that
does not constitute a material part of the Collateral; (d) as required to effect any sale or other
disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the
Security Documents; or (e) with the written consent of the Required Lenders. Lenders hereby
authorize Agent to execute and deliver any instruments, documents and agreements necessary or
desirable to evidence and confirm the release of any Collateral pursuant to the foregoing
provisions of this paragraph, all without the further consent or joinder of any Lender. Agent
shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned
by a Borrower, or is cared for, protected, insured or encumbered, nor to assure that Agent’s Liens
have been properly created, perfected or enforced, or are entitled to any particular priority, nor
to exercise any duty of care with respect to any Collateral.



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



          12.2.3. Reports. Agent shall promptly forward to each Lender, when complete, copies
of any field audit, examination or appraisal report prepared by or for Agent with respect to any
Obligor or Collateral (“Report”). Each Lender agrees (a) that neither Bank of America nor
Agent makes any representation or warranty as to the accuracy or completeness of any Report, and
shall not be liable for any information contained in or omitted from any Report; (b) that the
Reports are not intended to be comprehensive audits or examinations, and that Agent or any other
Person performing any audit or examination will inspect only specific information regarding
Obligations or the Collateral and will rely significantly upon Borrowers’ books and records as well
as upon representations of Borrowers’ officers and employees; and (c) to keep all Reports
confidential and strictly for such Lender’s internal use, and not to distribute any Report (or the
contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants)
or use any Report in any manner other than administration of the Loans and other Obligations. Each
Lender agrees to indemnify and hold harmless Agent and any other Person preparing a Report from any
action such Lender may take as a result of or any conclusion it may draw from any Report, as well
as from any Claims arising as a direct or indirect result of Agent furnishing a Report to such
Lender.



     12.3. Reliance By Agent. Agent shall be entitled to rely, and shall be fully
protected in relying, upon any certification, notice or other communication (including those by
telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person, and upon the advice and statements of Agent
Professionals.



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



     12.5. Ratable Sharing. If any Lender shall obtain any payment or reduction of any
Obligation, whether through set-off or otherwise, in excess of its share of such Obligation,
determined on a Pro Rata basis or in accordance with Section 5.6.1, as applicable, such Lender
shall forthwith purchase from Agent, Issuing Bank and the other Lenders such participations in the
affected Obligation as are necessary to cause the purchasing Lender to share the excess payment or
reduction on a Pro Rata basis or in accordance with Section 5.6.1, as applicable. If any of such
payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but without interest. No
Lender shall set off against any Dominion Account without the prior consent of Agent.



     12.6. Indemnification of Agent Indemnitees. EACH LENDER SHALL INDEMNIFY AND HOLD
HARMLESS AGENT INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS (BUT WITHOUT LIMITING THE
INDEMNIFICATION OBLIGATIONS OF OBLIGORS UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL
CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY AGENT INDEMNITEE, PROVIDED THE CLAIM RELATES
TO OR ARISES FROM AN AGENT INDEMNITEE ACTING AS OR FOR AGENT (IN ITS CAPACITY AS AGENT). In
Agent’s discretion, it may reserve for any such Claims made against an Agent Indemnitee, and may
satisfy any judgment, order or settlement relating thereto, from proceeds of Collateral prior to
making any distribution of Collateral proceeds to Lenders. If Agent is sued by any receiver,
bankruptcy trustee, debtor-in-possession or other Person for any alleged preference or fraudulent
transfer, then any monies paid by Agent in settlement or satisfaction of such proceeding, together
with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same,
shall be promptly reimbursed to Agent by each Lender to the extent of its Pro Rata share.



     12.7. Limitation on Responsibilities of Agent. Agent shall not be liable to Lenders
for any action taken or omitted to be taken under the Loan Documents, except for losses directly
and solely caused by Agent’s gross negligence or willful misconduct. Agent does not assume any
responsibility for any failure or delay in performance or any breach by any Obligor or Lender of
any obligations under the Loan Documents. Agent does not make to Lenders any express or implied
warranty, representation or guarantee with respect to any Obligations, Collateral, Loan Documents
or Obligor. No Agent Indemnitee shall be responsible to Lenders for any recitals, statements,
information, representations or warranties contained in any Loan Documents; the execution,
validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness,
enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the
validity, extent, perfection or priority of any Lien therein; the validity, enforceability or
collectibility of any Obligations; or the assets, liabilities, financial condition, results of
operations, business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent
Indemnitee shall have any obligation to any Lender to ascertain or inquire into the existence of
any Default or Event of Default, the observance or performance by any Obligor of any terms of the
Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.



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     12.8. Successor Agent and Co-Agents.



          12.8.1. Resignation; Successor Agent. Subject to the appointment and acceptance of a
successor Agent as provided below, Agent may resign at any time by giving at least 30 days written
notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders shall have
the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or
(b) a commercial bank that is organized under the laws of the United States or any state or
district thereof, has a combined capital surplus of at least $200,000,000 and in each case
(provided no Event of Default exists) is reasonably acceptable to Borrowers. If no
successor agent is appointed prior to the effective date of the resignation of Agent, then Agent
may appoint a successor agent from among Lenders. Upon acceptance by a successor Agent of an
appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become
vested with all the powers and duties of the retiring Agent without further act, and the retiring
Agent shall be discharged from its duties and obligations hereunder but shall continue to have the
benefits of the indemnification set forth in Sections 12.6 and 15.2. Notwithstanding any Agent’s
resignation, the provisions of this Section 12 shall continue in effect for its benefit with
respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of
America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without
further act on the part of the parties hereto, unless such successor resigns as provided above.



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



     12.9. Due Diligence and Non-Reliance. Each Lender acknowledges and agrees that it
has, independently and without reliance upon Agent or any other Lenders, and based upon such
documents, information and analyses as it has deemed appropriate, made its own credit analysis of
each Obligor and its own decision to enter into this Agreement and to fund Loans and participate in
Domestic LC Obligations and UK LC Obligations hereunder. Each Lender has made such inquiries
concerning the Loan Documents, the Collateral and each Obligor as such Lender feels necessary.
Each Lender further acknowledges and agrees that the other Lenders and Agent have made no
representations or warranties concerning any Obligor, any Collateral or the legality, validity,
sufficiency or enforceability of any Loan Documents or Obligations. Each Lender will,
independently and without reliance upon the other Lenders or Agent, and based upon such financial
statements, documents and information as it deems appropriate at the time, continue to make and
rely upon its own credit decisions in making Loans and participating in Domestic LC Obligations and
UK LC Obligations, and in taking or refraining from any action under any Loan Documents. Except
for notices, reports and other information expressly requested by a Lender, Agent shall have no
duty or responsibility to provide any Lender with any notices, reports or certificates furnished to
Agent by any Obligor or any credit or other information concerning the affairs, financial
condition, business or Properties of any Obligor (or any of its Affiliates) which may come into
possession of Agent or any of Agent’s Affiliates.



     12.10. Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, (b)
fails to give its consent to any amendment, waiver or action for which consent of all Lenders was
required and



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Required Lenders consented, then, in addition to any other rights and remedies that any Person
may have, Agent may, by notice to such Lender within 10 days after such event, require such Lender
to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s)
specified by Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after
Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment
and Acceptance if Lender fails to execute same. Such Lender shall be entitled to receive, in cash,
concurrently with such assignment, all amounts owed to it under the Loan Documents, including all
principal, interest and fees through the date of assignment (but excluding any prepayment charge).



     12.11. Remittance of Payments and Collections.



          12.11.1. Remittances Generally. All payments by any Lender to Agent shall be made by
the time and on the day set forth in this Agreement, in immediately available funds. If no time
for payment is specified or if payment is due on demand by Agent and request for payment is made by
Agent by 11:00 a.m. on a Business Day, payment shall be made by Lender not later than 2:00 p.m. on
such day, and if request is made after 11:00 a.m., then payment shall be made by 11:00 a.m. on the
next Business Day. Payment by Agent to any Lender shall be made by wire transfer, in the type of
funds received by Agent. Any such payment shall be subject to Agent’s right of offset for any
amounts due from such Lender under the Loan Documents.



          12.11.2. Failure to Pay. If any Lender fails to pay any amount when due by it to
Agent pursuant to the terms hereof, such amount shall bear interest from the due date until paid at
the rate determined by Agent as customary in the banking industry for interbank compensation. In
no event shall Borrowers be entitled to receive credit for any interest paid by a Lender to Agent,
nor shall any Defaulting Lender be entitled to interest on any amounts held by Agent pursuant to
Section 4.2.



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



     12.12. Agent in its Individual Capacity. As a Lender, Bank of America shall have the
same rights and remedies under the other Loan Documents as any other Lender, and the terms
“Lenders,” “Required Lenders” or any similar term shall include Bank of America in its capacity as
a Lender. Each of Bank of America and its Affiliates may accept deposits from, maintain deposits
or credit balances for, invest in, lend money to, provide Bank Products to, act as trustee under
indentures of, serve as financial or other advisor to, and generally engage in any kind of business
with, Obligors and their Affiliates, as if Bank of America were any other bank, without any duty to
account therefor (including any fees or other consideration received in connection therewith) to
the other Lenders. In their individual capacity, Bank of America and its Affiliates may receive
information regarding Obligors, their Affiliates and their Account Debtors (including information
subject to confidentiality obligations), and each Lender agrees that Bank of America and its
Affiliates shall be under no obligation to provide such information to Lenders, if acquired in such
individual capacity and not as Agent hereunder.



     12.13. Agent Titles. Each Lender, other than Bank of America, that is designated (on
the cover page of this Agreement or otherwise) by Bank of America as an “Agent” or “Arranger” of
any type shall not have any right, power, responsibility or duty under any Loan Documents other
than those applicable to all Lenders, and shall in no event be deemed to have any fiduciary
relationship with any other Lender.



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     12.14. No Third Party Beneficiaries. This Section 12 is an agreement solely among
Lenders and Agent, and shall survive Full Payment of the Obligations. This Section 12 does not
confer any rights or benefits upon Borrowers or any other Person other than as set forth in Section
12.8. As between Borrowers and Agent, any action that Agent may take under any Loan Documents or
with respect to any Obligations shall be conclusively presumed to have been authorized and directed
by Lenders.



SECTION 13. COLLECTION ALLOCATION MECHANISM




     13.1. Implementation of CAM.



          13.1.1. CAM Generally. On the CAM Exchange Date, (a) the Revolver Commitments shall
automatically and without further act be terminated as provided in Section 11 and (b) Lenders shall
automatically and without further act be deemed to have made reciprocal purchases of interests in
the Designated Obligations such that, in lieu of the interest of each Lender in the particular
Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange,
such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated
Obligation. Each Lender, each Person acquiring a participation from any Lender as contemplated by
Section 14.1, and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and
each Lender agrees from time to time to execute and deliver to Agent all such promissory notes and
other instruments and documents as Agent shall request to evidence and confirm the respective
interests and obligations of Lenders after giving effect to the CAM Exchange, and each Lender
agrees to surrender any promissory notes originally received by it hereunder to Agent against
delivery of any promissory notes so executed and delivered; provided that the failure of any
Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or
document shall not affect the validity or effectiveness of the CAM Exchange.



          13.1.2. Distributions to Lenders. As a result of the CAM Exchange, on and after the
CAM Exchange Date, each payment received by Agent pursuant to any Loan Document in respect of the
Designated Obligations shall be distributed to Lenders pro rata in accordance with their respective
CAM Percentages (as may be recalculated pursuant to Section 13.1.3 below).



          13.1.3. Letters of Credit. In the event that after the CAM Exchange, the aggregate
amount of the Designated Obligations shall change as a result of Issuing Bank’s honoring a request
for payment under a Letter of Credit, and such payment is not reimbursed by Borrowers, then (a)
Agent shall recalculate the CAM Percentage after giving effect to such payment and each Lender’s
purchase of its interest and participation in such Letter of Credit pursuant to Section 2.3.2, and
Lenders shall automatically and without further act have been deemed to have made reciprocal
purchases of interests in the Designated Obligations such that each Lender shall own an interest
equal to such Lender’s recalculated CAM Percentage and (b) in the event distributions shall have
been made in accordance with the preceding clause (a), Lenders shall make such payments to one
another as shall be necessary in order that the amounts received by them shall be equal to the
amounts they would have received had the payment by Issuing Bank under the Letter of Credit been
made immediately prior to the CAM Exchange. Each such recalculation shall be binding on each
Lender and their successors and assigns and shall be conclusive absent manifest error.



SECTION 14. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS




     14.1. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of Borrowers, Agent, Lenders, and their respective successors and assigns, except that (a)
no Borrower shall have the right to assign its rights or delegate its obligations under any Loan
Documents; and (b) any assignment by a Lender must be made in compliance with Section 14.3. Agent
may treat the Person which made any Loan as the owner thereof for all purposes until such Person
makes an assignment in
accordance with Section 14.3. Any authorization or consent of a Lender shall be conclusive
and binding on any subsequent transferee or assignee of such Lender.



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     14.2. Participations.



          14.2.1. Permitted Participants; Effect. Any Lender may, in the ordinary course of
its business and in accordance with Applicable Law, at any time sell to a financial institution
(“Participant”) a participating interest in the rights and obligations of such Lender under any
Loan Documents. Despite any sale by a Lender of participating interests to a Participant, such
Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain
solely responsible to the other parties hereto for performance of such obligations, such Lender
shall remain the holder of its Loans and Revolver Commitment for all purposes, all amounts payable
by Borrowers shall be determined as if such Lender had not sold such participating interests, and
Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with
the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any
matters under the Loan Documents, and Agent and the other Lenders or Obligors shall not have any
obligation or liability to any such Participant. A Participant that would be a Foreign Lender if
it were a Lender shall not be entitled to the benefits of Section 5.9 unless Borrowers agree
otherwise in writing.



          14.2.2. Voting Rights. Each Lender shall retain the sole right to approve, without
the consent of any Participant, any amendment, waiver or other modification of any Loan Documents
other than that which (i) forgives principal (other than mandatory prepayments), interest or fees
(other than wavier of default interest), (ii) reduces the stated interest rate or fees payable with
respect to any Loan or Revolver Commitment in which such Participant has an interest (other than
wavier of default interest), (iii) postpones the Commitment Termination Date or any date fixed for
any regularly scheduled payment of principal, interest or fees on such Loan or Revolver Commitment,
or (iv) releases any Borrower, Guarantor or substantial portion of the Collateral (except as
otherwise permitted herein).



          14.2.3. Benefit of Set-Off. Borrowers agree that each Participant shall have a right
of set-off in respect of its participating interest to the same extent as if such interest were
owing directly to a Lender, and each Lender shall also retain the right of set-off with respect to
any participating interests sold by it. By exercising any right of set-off, a Participant agrees
to share with Lenders all amounts received through its set-off, in accordance with Section 12.5 as
if such Participant were a Lender.



     14.3. Assignments.



          14.3.1. Permitted Assignments. A Lender may assign to an Eligible Assignee any of
its rights and obligations under the Loan Documents, as long as (a) each assignment is of a
constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the
Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of
$5,000,000 (unless otherwise agreed by Agent in its discretion) and integral multiples of
$1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s
rights and obligations, the aggregate amount of the Revolver Commitments retained by the transferor
Lender is at least $5,000,000 (unless otherwise agreed by Agent in its discretion); and (c) the
parties to each such assignment shall execute and deliver to Agent, for its acceptance and
recording, an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to
pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United
States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any
Operating Circular issued by such Federal Reserve Bank, or (ii) counterparties to swap agreements
relating to any Loans; provided, however, that any payment by Borrowers to the assigning Lender in
respect of any Obligations assigned as described in this sentence shall satisfy Borrowers’
obligations hereunder to the extent of such payment, and no such assignment shall release the
assigning Lender from its obligations hereunder.



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          14.3.2. Effect; Effective Date. Upon delivery to Agent of an assignment notice
substantially in the form of Exhibit D and a processing fee of $3,500 (unless otherwise agreed by
Agent in its discretion), the assignment shall become effective as specified in the notice, if it
complies with this Section 14.3. From such effective date, the Eligible Assignee shall for all
purposes be a Lender under the Loan Documents, and shall have all rights and obligations of a
Lender thereunder (provided that any liability of Borrowers to such assignee under Section 3.7, 3.8
and 5.9 shall be limited to the amount, if any, that would have been payable thereunder by
Borrowers in the absence of such assignment, except to the extent any such amounts are attributable
to a Change in Law occurring after the date of such assignment). Upon consummation of an
assignment, the transferor Lender, Agent and Borrowers shall make appropriate arrangements for
issuance of replacement and/or new Notes, as applicable. The transferee Lender shall comply with
Section 5.10 and deliver, upon request, an administrative questionnaire satisfactory to Agent.



SECTION 15. MISCELLANEOUS




     15.1. Consents, Amendments and Waivers.



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



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



          (b) without the prior written consent of Issuing Bank, no modification shall be effective with
respect to any Domestic LC Obligations, UK LC Obligations or Section 2.3;



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



          (d) without the prior written consent of all Lenders (except a Defaulting Lender as provided
in Section 4.2), no modification shall be effective that would (i) extend the Revolver Termination
Date; (ii) alter Sections 5.6 or 15.1.1; (iii) amend the definitions of Domestic Borrowing Base, UK
Borrowing Base (and the defined terms used in such definitions), Pro Rata or Required Lenders; (iv)
increase any advance rate or increase total Revolver Commitments; (vi) release Collateral with a
book value greater than $10,000,000 during any calendar year, except as contemplated by the Loan
Documents; or (vii) release any Obligor from liability for any Obligations, if such Obligor is
Solvent at the time of the release except as permitted by the Loan Documents.



          15.1.2. Limitations. The agreement of Borrowers shall not be necessary to the
effectiveness of any modification of a Loan Document that deals solely with the rights and duties
of Lenders, Agent and/or Issuing Bank as among themselves. Only the consent of the parties to the
Fee Letter or any agreement relating to a Bank Product shall be required for any modification of
such agreement, and any non-Lender that is party to a Bank Product agreement shall have no right to
participate in any manner in modification, amendment, supplement, extension or restatement of any
other Loan Document. Any waiver or consent granted by Agent or Lenders hereunder shall be
effective only if in writing and only for the matter specified.



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          15.1.3. Payment for Consents. No Borrower will, directly or indirectly, pay any
remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to
any
Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender
with any modification of any Loan Documents, unless such remuneration or value is concurrently
paid, on the same terms, on a Pro Rata basis to all Lenders providing their consent.



          15.1.4. Technical Amendments. Notwithstanding anything to the contrary contained in
Section 15.1, if Agent and Borrowers shall have jointly identified any error of a technical nature
in any provision of the Loan Documents, then Agent and Borrowers shall be permitted to amend such
provision and such amendment shall become effective without any further action or consent of any
other party to any Loan Document if the same is not objected to in writing by the Required Lenders
within five Business Days following receipt of notice thereof.



     15.2. Indemnity. EACH BORROWER SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES
AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS
ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall any party to a Loan Document have
any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a Claim that
is determined in a final, non-appealable judgment by a court of competent jurisdiction to result
from the gross negligence or willful misconduct of such Indemnitee or a Claim solely among the
Indemnitees.



     15.3. Notices and Communications.



          15.3.1. Notice Address. Subject to Section 4.1.4, all notices and other
communications by or to a party hereto shall be in writing and shall be given to any Borrower, at
Borrower Agent’s address shown on the signature pages hereof, and to any other Person at its
address shown on the signature pages hereof (or, in the case of a Person who becomes a Lender after
the Closing Date, at the address shown on its Assignment and Acceptance), or at such other address
as a party may hereafter specify by notice in accordance with this Section 15.3. Each such notice
or other communication shall be effective only (a) if given by facsimile transmission, when
transmitted to the applicable facsimile number, if confirmation of receipt is received; (b) if
given by mail, three Business Days after deposit in the U.S. mail, with first-class postage
pre-paid, addressed to the applicable address; or (c) if given by personal delivery, when duly
delivered to the notice address with receipt acknowledged. Notwithstanding the foregoing, no
notice to Agent pursuant to Section 2.1.4, 2.3, 3.1.2, 4.1.1 or 5.3.3 shall be effective until
actually received by the individual to whose attention at Agent such notice is required to be sent.
Any written notice or other communication that is not sent in conformity with the foregoing
provisions shall nevertheless be effective on the date actually received by the noticed party. Any
notice received by Borrower Agent shall be deemed received by all Borrowers.



          15.3.2. Electronic Communications; Voice Mail. Electronic mail and internet websites
may be used only for routine communications, such as financial statements, Borrowing Base
Certificates and other information required by Section 10.1.2, administrative matters, distribution
of Loan Documents for execution and delivery of executed signature pages, matters permitted under
Section 4.1.4 and such other communications as agreed by Agent. Agent and Lenders make no
assurances as to the privacy and security of electronic communications. Electronic and voice mail
may not be used as effective notice under the Loan Documents.



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



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     15.4. Performance of Borrowers’ Obligations. Agent may, in its discretion at any time
and from time to time, at Borrowers’ expense, with, unless an Event of Default is continuing, five
days prior notice to Borrower, pay any amount or do any act required of a Borrower under any Loan
Documents or otherwise lawfully requested by Agent to (a) enforce any Loan Documents or collect any
Obligations; (b) protect, insure, maintain or realize upon any Collateral; or (c) defend or
maintain the validity or priority of Agent’s Liens in any Collateral, including any payment of a
judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim,
or any discharge of a Lien. All payments, costs and expenses (including Extraordinary Expenses) of
Agent under this Section shall be reimbursed to Agent by Borrowers, promptly following demand, with
interest from the date incurred to the date of payment thereof at the Default Rate applicable to
Domestic Base Rate Loans and UK Base Rate Loans. Any payment made or action taken by Agent under
this Section shall be without prejudice to any right to assert an Event of Default or to exercise
any other rights or remedies under the Loan Documents.



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



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



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



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



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



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



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



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



     15.12. Process Agent. Without prejudice to any other mode of service allowed under
any relevant law, each Borrower (other than a UK Borrower incorporated in England and Wales):




          (i) irrevocably appoints National Registered Agents, Inc. as its agent for service of
process in relation to any proceedings before the Illinois courts in connection with any
Loan Document; and




          (ii) agrees that failure by an agent for service of process to notify the relevant
Borrower of the process will not invalidate the proceedings concerned.


If any person appointed as an agent for service of process is unable for any reason to act as agent
for service of process, the Company (on behalf of all the Obligors) must immediately (and in any
event within five days of such event taking place) appoint another agent on terms acceptable to
Agent. Failing this, Agent may appoint another agent for this purpose.




     15.13. Confidentiality. Each of Agent, Lenders and Issuing Bank agrees to maintain
the confidentiality of all Information (as defined below) with the same degree of care that it uses
to protect its confidentiality information, except that Information may be disclosed (a) to its
Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees,
agents, advisors and representatives (provided such Persons are informed of the confidential nature
of the Information and instructed to keep such Information confidential) involved in the
transaction; (b) to the extent requested by any governmental, regulatory or self-regulatory
authority purporting to have jurisdiction over it or its Affiliates; (c) to the extent required by
Applicable Law or by any subpoena or similar legal process; (d) to any other party hereto; (e) in
connection with any action or proceeding, or other exercise of rights or remedies, relating to any
Loan Documents or Obligations; (f) subject to an agreement containing provisions substantially the
same as this Section, to any Transferee or, any actual or prospective party (or its advisors) to
any Bank Product; (g) with the consent of Borrower Agent; or (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section or (ii) is available
to Agent, any Lender, Issuing Bank or any of their Affiliates on a nonconfidential basis from a
source other than Borrowers. Notwithstanding the foregoing, Agent and Lenders may publish or
disseminate general information describing this credit facility, including the names and addresses
of Borrowers and a general description of Borrowers’ businesses, and may use Borrowers’ logos,
trademarks, product photographs or name in advertising materials. As used herein, “Information”
means all information received from an Obligor or Subsidiary relating to it or its business or to
the Collateral that is identified as confidential when delivered. Any Person required to maintain
the confidentiality of Information pursuant to this Section shall be deemed to have complied if it
exercises the same degree of care to maintain the confidentiality of such Information that it
accords its own confidential information. Each of Agent, Lenders and Issuing Bank acknowledges
that (i) Information may include material non-public information concerning an Obligor or
Subsidiary; (ii) it has developed compliance procedures regarding the use of material non-public
information; and (iii) it will handle such material non-public
information in accordance with Applicable Law, including federal and state securities laws.
This Section 15.13 shall survive Full Payment of the Obligations.



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     15.14. Certifications Regarding Existing Senior Notes. Borrowers certify to Agent and
Lenders that neither the execution or performance of the Loan Documents nor the incurrence of any
Obligations by Borrowers violates the Existing Senior Notes or Indenture, including Section 4.03
(b)(1) thereof. Agent may condition Borrowings, Letters of Credit and other credit accommodations
under the Loan Documents from time to time upon Agent’s receipt of evidence that the Revolver
Commitments and Obligations continue to be permitted under the Indenture at such time.



     15.15. GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, UNLESS OTHERWISE
SPECIFIED, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY
CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).



     15.16. Consent to Forum.



          15.16.1. EACH PARTY HERETO HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL
OR STATE COURT SITTING IN OR WITH JURISDICTION OVER ILLINOIS, IN ANY PROCEEDING OR DISPUTE RELATING
IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY
IN ANY SUCH COURT. EACH PARTY HERETO IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT
IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT
FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR
NOTICES IN SECTION 14.3.1. Nothing herein shall limit the right of Agent or any Lender to bring
proceedings against any Obligor in any other court, nor limit the right of any party to serve
process in any other manner permitted by Applicable Law. Nothing in this Agreement shall be deemed
to preclude enforcement by Agent of any judgment or order obtained in any forum or jurisdiction.



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



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



     15.19. Foreign Obligors. Notwithstanding any other terms of this Agreement or any
other Loan Document, (a) no Obligor that is organized under the laws of a jurisdiction outside the
United States of America (a “Foreign Obligor”) shall be obligated in respect of any
Obligations of any Domestic Obligor and (b) no assets or Collateral of any such Foreign Obligor
shall secure any (nor shall proceeds thereof be used to make) payment of any Domestic Obligations.



[Remainder of page intentionally left blank; signatures begin on following page]




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     IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set forth
above.



	 	 	 	 	 
	 	BORROWERS:



COMMERCIAL VEHICLE GROUP, INC.

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

7800 Walton Parkway

New Albany, OH 43054

Attn: Chief Financial Officer

Telecopy: (614) 289-5365 	 
	 
	 	NATIONAL SEATING COMPANY

CVG CS LLC

MONONA CORPORATION

MONONA WIRE CORPORATION

MONONA (MEXICO) HOLDINGS LLC

TRIM SYSTEMS, INC.

TRIM SYSTEMS OPERATING CORP.

CABARRUS PLASTICS, INC.

CVG OREGON, LLC

CVS HOLDINGS, INC.

SPRAGUE DEVICES, INC.

MAYFLOWER VEHICLE SYSTEMS, LLC

CVG MANAGEMENT CORPORATION

CVG EUROPEAN HOLDINGS, LLC

CVG LOGISTICS, LLC

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



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	 	AGENT AND LENDERS:



BANK OF AMERICA, N.A.,

as Agent and Lender

 	 
	 	By:  	/s/ Philip Nomura
 	 
	 	Name:  	Philip Nomura 	 
	 	Title:  	Vice President
	 
	 	Address:  	

135 S. LaSalle 4th Floor

Chicago, IL 60603

Telecopy: (312) 904-7190 	 
	 




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EXHIBIT A

to

Loan and Security Agreement




REVOLVER NOTE




	 	 	 	 	 
	January [     ], 2009
	 	$                                        
	 	Chicago, Illinois






     COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation, [DOMESTIC BORROWER 2], a
                    , and [DOMESTIC BORROWER 3], a                      (collectively, “Domestic
Borrowers”), for value received, hereby unconditionally promise to pay, on a joint and several
basis, to the order of                                          (“Lender”), the principal sum of
                                         DOLLARS ($                    ), or such lesser amount as may be advanced by
Lender as Domestic Revolver Loans and owing as Domestic LC Obligations from time to time under the
Loan Agreement described below, together with all accrued and unpaid interest thereon. Terms are
used herein as defined in that certain Loan and Security Agreement dated as of January [   ], 2009,
among COMMERCIAL VEHICLE GROUP, INC., Domestic Borrowers, UK Borrowers, BANK OF AMERICA, N.A., as
agent, and certain other financial institutions, as such agreement may be amended, restated,
supplemented, modified, renewed or extended from time to time (the “Loan Agreement”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings given to
them in the Loan Agreement.



     Principal of and interest on this Note from time to time outstanding shall be due and payable
as provided in the Loan Agreement. This Note is issued pursuant to and evidences Domestic Revolver
Loans and Domestic LC Obligations under the Loan Agreement, to which reference is made for a
statement of the rights and obligations of Lender and the duties and obligations of Domestic
Borrowers. The Loan Agreement contains provisions for acceleration of the maturity of this Note
upon the happening of certain stated events, and for the borrowing, prepayment and reborrowing of
amounts upon specified terms and conditions.



     The holder of this Note is hereby authorized by Domestic Borrowers to record on a schedule
annexed to this Note (or on a supplemental schedule) the amounts owing with respect to Domestic
Revolver Loans and Domestic LC Obligations, and the payment thereof. Failure to make any notation,
however, shall not affect the rights of the holder of this Note or any obligations of Domestic
Borrowers hereunder or under any other Loan Documents.



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



     In no contingency or event whatsoever shall the amount paid or agreed to be paid to the holder
of this Note for the use, forbearance or detention of money advanced hereunder exceed the highest
lawful rate permitted under Applicable Law. If any such excess amount is inadvertently paid by
Domestic Borrowers or inadvertently received by the holder of this Note, such excess shall be
returned to Domestic



 









 







Borrowers or credited as a payment of principal, in accordance with the terms, conditions and
provisions of the Loan Agreement. It is the intent hereof that Domestic Borrowers not pay or
contract to pay, and that holder of this Note not receive or contract to receive, directly or
indirectly in any manner whatsoever, interest in excess of that which may be paid by Domestic
Borrowers under Applicable Law.



     This Note shall be governed by the laws of the State of Illinois, without giving effect to any
conflict of law principles (except for such principles governing choice of law) (but giving effect
to federal laws relating to national banks).



     IN WITNESS WHEREOF, this Revolver Note is executed as of the date set forth above.



	 	 	 	 	 
	 	COMMERCIAL VEHICLE GROUP, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[DOMESTIC BORROWER 2]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[DOMESTIC BORROWER 3]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-2-









 





ANNEX I




Schedule of Payments




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Amount	 	 	 	 
	 
	 	 	 	 	 	 	 	of	 	 	 	 
	Date
	 	Amount
	 	Type
	 	 	 	Principal
	 	Unpaid	 	 
	of
	 	of
	 	of
	 	Interest
	 	Paid or
	 	Principal
	 	Made
	Notation
	 	Loan
	 	Loan
	 	Period
	 	Prepaid
	 	Balance
	 	By






-3-









 





EXHIBIT B

to

Loan and Security Agreement




REVOLVER NOTE




	 	 	 	 	 
	[                    ] [   ], 2009
	 	£                    
	 	Chicago, Illinois






     [UK BORROWER], a                     , for value received, hereby unconditionally promises to pay,
[on a joint and several basis], to the order of                                          (“Lender”),
the principal sum of                                          POUNDS STERLING (£                    ), or such lesser
amount as may be advanced by Lender as UK Revolver Loans and owing as UK LC Obligations from time
to time under the Loan Agreement described below, together with all accrued and unpaid interest
thereon. Terms are used herein as defined in that certain Loan and Security Agreement dated as of
January [   ], 2009, among COMMERCIAL VEHICLE GROUP, INC., Domestic Borrowers, UK Borrowers, BANK OF
AMERICA, N.A., as agent, and certain other financial institutions, as such agreement may be
amended, restated, supplemented, modified, renewed or extended from time to time (the “Loan
Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the
meanings given to them in the Loan Agreement.



     Principal of and interest on this Note from time to time outstanding shall be due and payable
as provided in the Loan Agreement. This Note is issued pursuant to and evidences UK Revolver Loans
and UK LC Obligations under the Loan Agreement, to which reference is made for a statement of the
rights and obligations of Lender and the duties and obligations of the UK Borrowers. The Loan
Agreement contains provisions for acceleration of the maturity of this Note upon the happening of
certain stated events, and for the borrowing, prepayment and reborrowing of amounts upon specified
terms and conditions.



     The holder of this Note is hereby authorized by the UK Borrowers to record on a schedule
annexed to this Note (or on a supplemental schedule) the amounts owing with respect to UK Revolver
Loans and UK LC Obligations, and the payment thereof. Failure to make any notation, however, shall
not affect the rights of the holder of this Note or any obligations of the UK Borrowers hereunder
or under any other Loan Documents.



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



     In no contingency or event whatsoever shall the amount paid or agreed to be paid to the holder
of this Note for the use, forbearance or detention of money advanced hereunder exceed the highest
lawful rate permitted under Applicable Law. If any such excess amount is inadvertently paid by the
UK Borrower or inadvertently received by the holder of this Note, such excess shall be returned to
the UK Borrower or credited as a payment of principal, in accordance with the terms, conditions and
provisions



-4-









 







of the Loan Agreement. It is the intent hereof that the UK Borrower not pay or contract to pay,
and that holder of this Note not receive or contract to receive, directly or indirectly in any
manner whatsoever, interest in excess of that which may be paid by the UK Borrower under Applicable
Law.



     This Note shall be governed by the laws of the State of Illinois, without giving effect to any
conflict of law principles (except for such principles governing choice of law) (but giving effect
to federal laws relating to national banks).



     IN WITNESS WHEREOF, this Revolver Note is executed as of the date set forth above.



	 	 	 	 	 
	 	[UK BORROWER]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-5-









 





ANNEX I




Schedule of Payments




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Amount	 	 	 	 
	 
	 	 	 	 	 	 	 	of	 	 	 	 
	Date
	 	Amount
	 	Type
	 	 	 	Principal
	 	Unpaid	 	 
	of
	 	of
	 	of
	 	Interest
	 	Paid or
	 	Principal
	 	Made
	Notation
	 	Loan
	 	Loan
	 	Period
	 	Prepaid
	 	Balance
	 	By






-6-









 





EXHIBIT C

to

Loan and Security Agreement




ASSIGNMENT AND ACCEPTANCE




     Reference is made to that certain Loan and Security Agreement dated as of January [   ], 2009,
as amended, restated, supplemented or otherwise modified from time to time (the “Loan
Agreement”), among COMMERCIAL VEHICLE GROUP, INC., each other Domestic Borrower and each UK
Borrower (collectively, “Borrowers”), BANK OF AMERICA, N.A., as agent (“Agent”) for
the financial institutions from time to time party to the Loan Agreement (“Lenders”) and
the Lenders. Capitalized terms used herein not otherwise defined herein shall have the meanings
given to them in the Loan Agreement.



                                              (“Assignor”) and     
                  
                                       (“Assignee”) agree as follows:



     1. Assignor hereby assigns to Assignee and Assignee hereby purchases and assumes from Assignor
(a) a principal amount of $                     of Assignor’s outstanding [Domestic][UK] Revolver Loans and
$                     of Assignor’s participations in [Domestic][UK] LC Obligations, and (b) the amount of
$                     of Assignor’s [Domestic][UK] Revolver Commitment (which represents     % of the total
[Domestic][UK] Revolver Commitments)(the foregoing items being, collectively, the “Assigned
Interest”), together with an interest in the Loan Documents corresponding to the Assigned
Interest. This Agreement shall be effective as of the date (“Effective Date”) indicated in
the corresponding Assignment Notice delivered to Agent, provided such Assignment Notice is executed
by Assignor, Assignee, Agent and Borrower Agent, if applicable. From and after the Effective Date,
Assignee hereby expressly assumes, and undertakes to perform, all of Assignor’s obligations in
respect of the Assigned Interest, and all principal, interest, fees and other amounts which would
otherwise be payable to or for Assignor’s account in respect of the Assigned Interest shall be
payable to or for Assignee’s account, to the extent such amounts accrue on or after the Effective
Date.



     2. Assignor (a) represents that as of the date hereof, prior to giving effect to this
assignment, its [Domestic][UK] Revolver Commitment is $                    , the outstanding balance of its
[Domestic][UK] Revolver Loans and participations in [Domestic][UK] LC Obligations is $                    ;
(b) makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Loan Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan
Agreement or any other instrument or document furnished pursuant thereto, other than that Assignor
is the legal and beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; and (c) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of Borrowers or the performance
by Borrowers of their obligations under the Loan Documents. [Assignor is attaching the Note[s]
held by it and requests that Agent exchange such Note[s] for new Notes payable to Assignee [and
Assignor].]



     3. Assignee (a) represents and warrants that it is legally authorized to enter into this
Assignment and Acceptance; (b) confirms that it has received copies of the Loan Agreement and such
other Loan Documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Acceptance; (c) agrees that it shall, independently
and without reliance upon Assignor and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents; (d) confirms that it is an Eligible Assignee; (e) appoints and authorizes
Agent to take such action as agent on its behalf and to exercise such powers under the Loan
Agreement as are delegated to Agent by the



 









 







terms thereof, together with such powers as are incidental thereto; (f) agrees that it will
observe and perform all obligations that are required to be performed by it as a “Lender” under the
Loan Documents; and (g) represents and warrants that the assignment evidenced hereby will not
result in a non-exempt “prohibited transaction” under Section 406 of ERISA.



     4. This Agreement shall be governed by the laws of the State of Illinois. If any provision is
found to be invalid under Applicable Law, it shall be ineffective only to the extent of such
invalidity and the remaining provisions of this Agreement shall remain in full force and effect.



     5. Each notice or other communication hereunder shall be in writing, shall be sent by
messenger, by telecopy or facsimile transmission, or by first-class mail, shall be deemed given
when sent and shall be sent as follows:




	 	(a)	 	If to Assignee, to the following address (or to such other
address as Assignee may designate from time to time):





	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 







	 	(b)	 	If to Assignor, to the following address (or to such other
address as Assignor may designate from time to time):





	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






     Payments hereunder shall be made by wire transfer of immediately available [Dollars][Pounds
Sterling][Euro] as follows:



     If to Assignee, to the following account (or to such other account as Assignee may designate
from time to time):



	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 
	 
	 

	 	ABA No.	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 

	 	Account No.	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Reference:	 	 	 	 
	 

	 	 	 	 

	 	 






     If to Assignor, to the following account (or to such other account as Assignor may designate
from time to time):



	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 

	 	ABA No.	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 

	 	Account No.	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Reference:	 	 	 	 
	 

	 	 	 	 

	 	 






-2-









 





     IN WITNESS WHEREOF, this Assignment and Acceptance is executed as of                     .



	 	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	(“Assignee”)	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(“Assignor”)	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Title:	 	 







-3-









 








EXHIBIT D

to

Loan and Security Agreement




ASSIGNMENT NOTICE




     Reference is made to (1) the Loan and Security Agreement dated as of January [   ], 2009, as
amended, restated, supplemented or otherwise modified from time to time (the “Loan
Agreement”), among COMMERCIAL VEHICLE GROUP, INC., each other Domestic Borrower, each UK
Borrower, (collectively, “Borrowers”), BANK OF AMERICA, N.A., as agent (“Agent”)
for the financial institutions from time to time party to the Loan Agreement (“Lenders”),
and the Lenders; and (2) the Assignment and Acceptance dated as of                     , 20   
(“Assignment Agreement”), between                                          (“Assignor”) and
                                         (“Assignee”). Capitalized terms are used herein as defined in the
Loan Agreement.



     Assignor hereby notifies Borrowers and Agent of Assignor’s intent to assign to Assignee
pursuant to the Assignment Agreement (a) a principal amount of $                     of Assignor’s outstanding
[Domestic][UK] Revolver Loans and $                     of Assignor’s participations in [Domestic][UK] LC
Obligations, and (b) the amount of $                     of Assignor’s [Domestic][UK] Revolver Commitment
(which represents    % of the total [Domestic][UK] Revolver Commitments) (the foregoing items
being, collectively, the “Assigned Interest”), together with an interest in the Loan
Documents corresponding to the Assigned Interest. This Agreement shall be effective as of the date
(“Effective Date”) indicated below, provided this Assignment Notice is executed by
Assignor, Assignee, Agent and Borrower Agent, if applicable. Pursuant to the Assignment Agreement,
Assignee has expressly assumed all of Assignor’s obligations under the Loan Agreement to the extent
of the Assigned Interest, as of the Effective Date.



     For purposes of the Loan Agreement, Agent shall deem Assignor’s [Domestic][UK] Revolver
Commitment to be reduced by $                    , and Assignee’s [Domestic][UK] Revolver Commitment to be
increased by $                    .



     The address of Assignee to which notices and information are to be sent under the terms of the
Loan Agreement is:



	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






     The address of Assignee to which payments are to be sent under the terms of the Loan Agreement
is shown in the Assignment and Acceptance.



     This Notice is being delivered to Borrowers and Agent pursuant to Section 14.3 of the Loan
Agreement. Please acknowledge your acceptance of this Notice by executing and returning to
Assignee and Assignor a copy of this Notice.



 









 





     IN WITNESS WHEREOF, this Assignment Notice is executed as of                     .



	 	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	(“Assignee”)	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	(“Assignor”)	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Title:
	 	 






ACKNOWLEDGED AND AGREED,

AS OF THE DATE SET FORTH ABOVE:




BORROWER AGENT:*




	 	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 

Title:
	 	 






 




* No signature required if Assignee is a Lender, U.S.-based Affiliate of a Lender or Approved Fund,
or if an Event of Default exists.




BANK OF AMERICA, N.A.,

as Agent




	 	 	 	 	 
	By
	 	 	 	 
	 

	 	 

Title:
	 	 







-5-











 





EXHIBIT E

to

Loan and Security Agreement




BORROWING BASE CERTIFICATE




(See Attached)




-6-









 





EXHIBIT F

to

Loan and Security Agreement




COMPLIANCE CERTIFICATE




                     ___, 20___




     The undersigned does hereby certify that he is the Chief Financial Officer of COMMERCIAL
VEHICLE GROUP, INC., a Delaware corporation (the “Company”), and that in such capacity, is
authorized to execute and deliver this compliance certificate (this “Certificate”), in the
name of and on behalf of the Company. This Certificate is being delivered pursuant to Section
10.1.2(c) of the Loan and Security Agreement, dated as of January [___], 2009 (the “Loan
Agreement”), among the Company, each Domestic Borrower party thereto, each UK Borrower party
thereto, the financial institutions party thereto as Lenders and BANK OF AMERICA, N.A., as agent
for the Lenders. Capitalized terms used but not herein defined have the meanings given to such
terms in the Loan Agreement.



     THE UNDERSIGNED DOES FURTHER CERTIFY THAT as of the date of hereof:




	 	(i)	 	No Default or Event of Default exists;
	 
	 	(ii)	 	The representations and warranties contained in the Loan
Agreement or in the other Loan Documents are true and correct in all material
respects with the same effect as though such representations and warranties
were made on and as of the date hereof, except to the extent that any relate to
an earlier specified date, in which case, such representations shall be true
and correct in all material respects as of the date made;
	 
	 	(iii)	 	Set forth on the Annex 1 attached hereto are the
calculations required to establish compliance with the provisions of Section
10.3 of the Loan Agreement, as applicable, and the Borrowers are in fact in
compliance with Section 10.3 of the Loan Agreement; and
	 
	 	(iv)	 	Set forth on the Annex 1 attached hereto are the calculations of the average
Domestic Availability, for the purpose of establishing any Margin Reduction, as applicable.





-7-









 





     IN WITNESS WHEREOF, the undersigned has executed this Certificate in the name of and on behalf
of the Company as of the date first set forth above.



	 	 	 	 	 	 	 
	 	 	COMMERCIAL VEHICLE GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 
















 





ANNEX 1

to

Compliance Certificate




(Financial Covenant Calculations)




-9-









 








EXHIBIT G

to

Loan and Security Agreement




NOTICE OF BORROWING




                     ___, 20___




Bank of America, N.A.

as Administrative Agent for the Lenders party

to the Loan and Security Agreement referred to below

20975 Swenson Drive

Suite 200

Waukesha, WI 53186

Attention: Credit Services Representative




Ladies and Gentlemen:




     The undersigned, COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the
“Company”), refers to that certain Loan and Security Agreement, dated as of January [___],
2009 (as amended, restated, amended and restated, supplemented or otherwise modified from time to
time, the “Loan Agreement”), the terms defined therein being used herein as therein
defined, among the Company, each other Domestic Borrower party thereto, each UK Borrower party
thereto, the financial institutions from time to time party thereto as Lenders and BANK OF AMERICA,
N.A., as agent for the Lenders, and hereby gives you notice, irrevocably, pursuant to Section
4.1.1. of the Loan Agreement, that the undersigned hereby requests one or more Borrowings under
the Loan Agreement, and the schedule attached hereto (the “Borrowing Schedule”) sets forth the
information relating to each such Borrowing (collectively the “Proposed Borrowing”), as required by
Section 4.1.1. of the Loan Agreement.



     The undersigned hereby specifies that the Proposed Borrowing will consist of Loans as
indicated in the Borrowing Schedule.



     The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the Proposed Borrowing:



     (i) no Default or Event of Default has occurred and is continuing; and



     (iii) all representations and warranties of each Obligor contained in the Loan Agreement and
the other Loan Documents (as applicable) are true and correct in all material respects on the date
of, and upon giving effect to, the Proposed Borrowing, except to the extent that such
representations and warranties expressly relate to an earlier specified date, in which case such
representations and warranties were true and correct in all material respects as of such earlier
date.



[Signature on Following Page]














 





	 	 	 	 	 	 	 
	 	 	     Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	COMMERCIAL VEHICLE GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





[Signature Page for Notice of Borrowing]














 








SCHEDULE

to

Notice of Borrowing




 





BORROWING SCHEDULE




Proposed Borrowing:




	 	 	 	 	 	 	 
	Business Day	 	 	 	 	 	Interest Period
	of	 	 	 	Aggregate	 	if Loans are
	Proposed	 	Type of	 	Amount	 	LIBOR
	Borrowing	 	Loans	 	of Loans	 	Loans
	 

	 	Domestic Base Rate Loans
	 	 	 	30 Days
	 
	 	 	 	 	 	 
	 

	 	UK Base Rate Loans
	 	 	 	60 Days
	 
	 	 	 	 	 	 
	 

	 	LIBOR Loans
	 	 	 	90 Days
	 
	 	 	 	 	 	 
	                    , 200___

	 	


      [Indicate one of
above]
	 	$                    
	 	      [Indicate one of
above]






-12-









 






EXHIBIT H

to

Loan and Security Agreement




NOTICE OF CONVERSION/CONTINUATION




                     ___, 20___




Bank of America, N.A.,

as Administrative Agent for the Lenders party

to the Loan and Security Agreement referred to below

20975 Swenson Drive

Suite 200

Waukesha, WI 53186

Attention: Credit Services Representative




     Re:     Notice of Conversion/Continuation 



Ladies and Gentlemen:




     The undersigned, COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the
“Company”), refers to the Loan and Security Agreement, dated as of January [ ], 2009 (as
the same may be amended, restated, amended and restated, supplemented or otherwise modified from
time to time, the “Loan Agreement,” the terms defined therein being used herein as therein
defined), among the Company, each other Domestic Borrower party thereto, each UK Borrower party
thereto, the financial institutions from time to time party thereto as Lenders and BANK OF AMERICA,
N.A., as the agent for the Lenders, and hereby gives you notice, irrevocably, pursuant to Section
3.1.2(b) of the Loan Agreement, that the undersigned hereby requests one or more continuations or
conversions of Loans and in that connection therewith has set forth on Annex 1 hereto the
information required pursuant to such Section 3.1.2(b) of the Loan Agreement relating to each such
continuation or conversion.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	COMMERCIAL VEHICLE GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     Name:	 	 
	 

	 	 	 	     Title:	 	 






-13-









 






ANNEX 1

to

Notice of Conversion/Continuation




 





     COMMERCIAL VEHICLE GROUP, INC. requests or has requested by telephone or facsimile notice a:


(Check One)

          [   ] conversion

          [   ] continuation



of a



(Check One)

          [   ] LIBOR Loan

          [   ] Domestic Base Rate Loan

          [   ] UK Base Rate Loan



to a LIBOR Loan



in the
amount of $___ for an Interest Period, if applicable, of



(Check One)



          Interest Period



          [   ] 30 Days

          [   ] 60 Days

          [   ] 90 Days



The
proposed conversion/continuation is to be made on the ___ day of                     , 20___.




-14-









 





EXHIBIT I




BORROWER JOINDER AGREEMENT




     This Borrower Joinder Agreement, dated as of                      ___, 20___(as amended, restated,
supplemented or otherwise modified from time to time, this “Agreement”), is between [UK
Borrower], a                      (the “Additional Borrower”), and BANK OF AMERICA, N.A., as agent
(the “Agent”) for the Lenders under the Loan Agreement (each as defined below).
Capitalized terms used herein and not defined herein have the respective meanings assigned to such
terms in the Loan Agreement (as defined below).



RECITALS:




     (1) This Joinder Agreement is entered into pursuant to Section 6.2(b) of that certain Loan and
Security Agreement dated as of January [___], 2009, as amended, restated, supplemented or otherwise
modified from time to time (the “Loan Agreement” the terms defined therein being used
herein as therein defined), among COMMERCIAL VEHICLE GROUP, INC. (the “Company”), each
other Domestic Borrower, each UK Borrower, (collectively, “Borrowers”), BANK OF AMERICA,
N.A., as agent (“Agent”) for the financial institutions from time to time party to the Loan
Agreement (the “Lenders”) and the Lenders.



     (2) The Additional Borrower is a direct or indirect wholly-owned Subsidiary of the Company,
and the Company and the Additional Borrower desire that the Additional Borrower become a party to
the Credit Agreement as a UK Borrower thereunder. This Agreement is one of the Loan Documents
referred to in the Loan Agreement.



     (3) It is a condition precedent under Section 6.2 of the Loan Agreement that the Additional
Borrower execute and deliver this Agreement prior to the date on which any Loan may be made to it
under the Loan Agreement.



     (4) The Additional Borrower will obtain benefits from the Loan Agreement and, accordingly,
desires to enter into this Agreement in order to satisfy the condition described in the preceding
paragraph and to induce Lenders to make Loans to it under the Loan Agreement.



AGREEMENT:




     NOW, THEREFORE, in consideration of the foregoing and the other benefits accruing to the
Additional Borrower, the receipt and sufficiency of which are hereby acknowledged, the Additional
Borrower covenants and agrees with Agent and each other Lender as follows:



     1. Agreement. The Additional Borrower hereby acknowledges, agrees and confirms that,
by its execution of this Agreement, it shall become a party to the Loan Agreement and the other
Loan Documents and shall be fully bound by, and subject to, all of the covenants, terms,
obligations (including, without limitation, all payment obligations) and conditions of the Loan
Agreement and the other Loan Documents applicable to a UK Borrower as though originally party
thereto as a UK Borrower, and the Additional Borrower shall be deemed a “UK Borrower” for all
purposes of the Loan Agreement from and after the date hereof. By its signature below, each of the
Borrowers, Lenders and Agent hereby agrees and consents to the Additional Borrower becoming bound
by, and subject to, the terms and conditions of the Loan Agreement as provided herein, and agrees
and acknowledges that the Additional Borrower shall













 







be afforded the benefits of the Loan Agreement, in accordance with the terms and conditions
thereof as provided herein, in each case as fully and the same as if the Additional Borrower was
originally party thereto as a UK Borrower. The Additional Borrower acknowledges and confirms that
it has received a copy of the Loan Agreement, the other Loan Documents and all exhibits thereto and
has reviewed and understands all of the terms and provisions thereof.



     2. Effect of this Agreement. Except as expressly provided in this Agreement, the Loan
Agreement shall remain in full force and effect, without modification or amendment. This
Agreement shall be binding upon, and shall inure to the benefit of, the successors and assigns of
each of the parties hereto and the holders from time to time of the Notes.



     3. Representations and Warranties. The Additional Borrower, as of the date hereof,
hereby:



          (a) makes to Lenders each of the representations and warranties contained in Article 9 of the
Loan Agreement applicable to a Borrower; and




          (b) represents and warrants that (i) all of the conditions precedent as set forth in
Section 6.2 of the Loan Agreement have been satisfied or waived, and (ii) no event has occurred and
no condition exists that, upon the execution and delivery of this Agreement, would constitute a
Default or an Event of Default.




     4. Successors and Assigns; Entire Agreement. This Agreement is binding upon and shall
inure to the benefit of the parties to this Agreement and their respective successors and assigns.
This Agreement, the Loan Agreement and the Loan Documents set forth the entire agreement and
understanding between the parties as to the subject matter hereof and merges and supersedes all
prior discussions, agreements and understandings of any and every nature among them.



     5. Headings and Counterparts. The descriptive headings of this Agreement are for
convenience or reference only and do not constitute a part of this Agreement. This Agreement may
be executed in counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same instrument.



     6. Counterparts. This Agreement may be executed in any number of counterparts and by
the different parties hereto on separate counterparts including, by way of facsimile transmission
or other electronic transmission capable of authentication, each of which when so executed and
delivered shall be an original, but all of which shall together constitute one and the same
instrument.



     7. Governing Law. This Agreement and the rights of the parties hereunder shall be
construed and interpreted in accordance with the laws of the State of Illinois, without application
of the rules regarding conflicts of laws.



     8. THE ADDITIONAL BORROWER AND AGENT, ON BEHALF OF EACH LENDER, HEREBY IRREVOCABLY WAIVE ALL
RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.



[Remainder of page intentionally left blank]




-16-









 








     IN WITNESS WHEREOF, the Additional Borrower and Agent have executed this Agreement as of the
date first written above.



	 	 	 	 	 
	 	ADDITIONAL BORROWER:

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	AGENT:


BANK OF AMERICA, N.A., as

Agent for the Lenders

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




-17-









 





AGREED AND CONSENTED TO BY:




BORROWERS:




[                                        ]




	 	 	 	 	 
	 	 	 
	By:  	 	 
	Name:  	 	 
	Title:  	 	 
	 



[BORROWERS]




	 	 	 	 	 
	 	 	 
	By:  	 	 
	Name:  	 	 
	Title:  	 	 



-18-









 








SCHEDULE 1.1




REVOLVER COMMITMENTS OF LENDERS




	 	 	 	 	 	 	 	 	 
	Lender	 	Domestic Revolver Commitment	 	UK Revolver Commitment
	Bank of America,
N.A.
	 	$	47,500,000.00	 	 	$	0	 
















 





SCHEDULE 7.1




COMMERCIAL TORT CLAIMS




None.














 





SCHEDULE 7.4




MORTGAGES





	1.	 	Deed of Trust executed in favor of Bank of America, N.A. by National Seating Company covering
real property located at 200 National Drive, Vonore, Monroe County, TN 37885.






	2.	 	Mortgage executed in favor of Bank of America, N.A. by Monona Wire Corporation on real
property located at 301 West Spruce Street, Clayton County, IA 52159.






	3.	 	Deed of Trust executed in favor of Bank of America, N.A. by Trim Systems Operating Corp.
covering real property located at 320 Newbern Road, Dublin, Pulaski County, VA 24084.






	4.	 	Deed of Trust executed in favor of Bank of America, N.A. by Mayflower Vehicle Systems, LLC
covering real property located at 629 Battleground Avenue, Kings Mountain, Cleveland County,
NC 28086.






	5.	 	Mortgage executed in favor of Bank of America, N.A. by Trim Systems Operating Corp. on real
property located at 75 Chamber Drive, Chillicothe, Ross County, OH 45601.






	6.	 	Mortgage executed in favor of Bank of America, N.A. by Mayflower Vehicle Systems, LLC on real
property located at 55 North Garfield Street, Norwalk, Huron County, OH 44857.






	7.	 	Mortgage executed in favor of Bank of America, N.A. by Mayflower Vehicle Systems, LLC on real
property located at 60851 State Route 7, Shadyside, Belmont County, OH 43947.















 





SCHEDULE 8.5




DEPOSIT ACCOUNTS




	 	 	 	 	 	 	 
	 	 	 	 	Last 4 Digits of Account
	Depository Bank	 	Type of Account	 	Number
	US Bank N.A.

	 	Checking (Main Account)
	 	 	2779	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Investment Sweep)
	 	 	0360	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Main Account)
	 	 	2191	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Controlled Disbursement)
	 	 	6475	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Citizens Bank of Blount County

	 	Checking (Petty Cash)
	 	 	1837	 
	330 East Broadway
	 	 	 	 	 	 
	Maryville, TN 37802-9730
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Main Account)
	 	 	6654	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Controlled Disbursement)
	 	 	9081	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Comerica Bank

	 	Checking (Petty Cash)
	 	 	5628	 
	MC 9403
	 	 	 	 	 	 
	101 North Main, Suite 200
	 	 	 	 	 	 
	Ann Arbor, MI 48104
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Main Account)
	 	 	8449	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Controlled Disbursement)
	 	 	7812	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	LaSalle Bank

	 	Checking (Sweep Account)
	 	 	3502	 
	135 South LaSalle Street
	 	 	 	 	 	 
	Chicago, IL 60603
	 	 	 	 	 	 
	 
	 	 	 	 	 	 















 






	 	 	 	 	 	 	 
	 	 	 	 	Last 4 Digits of Account
	Depository Bank	 	Type of Account	 	Number
	LaSalle Bank

	 	Checking
	 	 	3502	 
	135 South LaSalle Street
	 	 	 	 	 	 
	Chicago, IL 60603
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Bank of America, N.A.

	 	Checking
	 	 	5042	 
	P.O. Box 25118
	 	 	 	 	 	 
	Tampa, FL 33622-5118
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Bank of America, N.A.

	 	Checking (Petty Cash)
	 	 	8675	 
	P.O. Box 25118
	 	 	 	 	 	 
	Tampa, FL 33622-5118
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Bank of America, N.A.

	 	Checking (Petty Cash)
	 	 	4338	 
	P.O. Box 25118
	 	 	 	 	 	 
	Tampa, FL 33622-5118
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Columbia Credit Union

	 	Checking (Petty Cash)
	 	 	7474	 
	P.O. Box 324
	 	 	 	 	 	 
	Vancouver, WA 98666
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Branch Banking & Trust

	 	Checking (Petty Cash)
	 	 	7765	 
	Company of Virginia
	 	 	 	 	 	 
	189 Broad Street
	 	 	 	 	 	 
	P.O. Box 1166
	 	 	 	 	 	 
	Dublin, VA 24084
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Main Account)
	 	 	4544	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Controlled Disbursement)
	 	 	7549	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Workers Comp)
	 	 	3883	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Main Account)
	 	 	2897	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Controlled Disbursement)
	 	 	7952	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Main Account)
	 	 	6316	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Controlled Disbursement)
	 	 	9057	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 















 






	 	 	 	 	 	 	 
	 	 	 	 	Last 4 Digits of Account
	Depository Bank	 	Type of Account	 	Number
	US Bank N.A.

	 	Checking (Main Account)
	 	 	4528	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Controlled Disbursement)
	 	 	7275	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q 

Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Fifth Third Bank

	 	Checking (Petty Cash)
	 	 	3230	 
	126 E. 4th Street
	 	 	 	 	 	 
	Michigan City, IN 46360
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Main Account)
	 	 	4882	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Controlled Disbursement)
	 	 	7697	 
	800 Nicollet Mall 

BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Workers Comp)
	 	 	3875	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	National City Bank

	 	Checking (Manual Checks)
	 	 	9431	 
	9 East Main Street
	 	 	 	 	 	 
	Norwalk, OH 44857
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	National City Bank

	 	Checking (Petty Cash)
	 	 	9458	 
	9 East Main Street
	 	 	 	 	 	 
	Norwalk, OH 44857
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Huntington Bank

	 	Checking (Hourly Payroll)
	 	 	7629	 
	4105 Central Avenue
	 	 	 	 	 	 
	Shadyside, OH 43947
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Huntington Bank

	 	Checking (Petty Cash)
	 	 	7616	 
	4105 Central Avenue
	 	 	 	 	 	 
	Shadyside, OH 43947
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Wachovia Bank, N.A.

	 	Checking (Petty Cash)
	 	 	4595	 
	P.O. Box 563966
	 	 	 	 	 	 
	Charlotte, NC 28256-3966
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking
	 	 	4635	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Manual Payroll)
	 	 	2889	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Fifth Third Bank

	 	Checking (Petty Cash)
	 	 	9875	 
	155 W. Main St.
	 	 	 	 	 	 
	New Albany, OH 43054
	 	 	 	 	 	 
















 






	 	 	 	 	 	 	 
	 	 	 	 	Last 4 Digits of Account
	Depository Bank	 	Type of Account	 	Number
	US Bank N.A.

	 	Checking
	 	 	2554	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Bank of America, N.A.

	 	Blocked Account
	 	 	8576	 
	135 S. LaSalle, 4th Floor
	 	 	 	 	 	 
	Chicago, IL 60603
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Bank of America, N.A.

	 	Operating Account
	 	 	8589	 
	135 S. LaSalle, 4th Floor
	 	 	 	 	 	 
	Chicago, IL 60603
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Workers Comp)
	 	 	8387	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 



















 





SCHEDULE 8.6.1




LOCATIONS OF COLLATERAL




	 	 	 	 	 	 	 	 	 
	1.

	 	7800 Walton Parkway
	 	 	2.	 	 	310 Dietz Avenue
	 

	 	New Albany, OH 43054
	 	 	 	 	 	Dekalb, IL 60115
	 
	 	 	 	 	 	 	 	 
	3.

	 	4721 North Eugene Avenue
	 	 	4.	 	 	200 North Locust Street
	 

	 	Douglas, AZ 85607
	 	 	 	 	 	Edgewood, IA 52042
	 
	 	 	 	 	 	 	 	 
	5.

	 	1585 Beverly Court, Suite 112
	 	 	6.	 	 	2845 Armentrout Drive
	 

	 	Aurora, IL 60504
	 	 	 	 	 	Concord, NC 28025
	 
	 	 	 	 	 	 	 	 
	7.

	 	2901 Zion Church Road
	 	 	8.	 	 	1140 NW 3rd Avenue
	 

	 	Concord, NC 28025
	 	 	 	 	 	Canby, OR 97013
	 
	 	 	 	 	 	 	 	 
	9.

	 	527 West US Highway 20
	 	 	10.	 	 	900 Highway 212
	 

	 	Michigan City, IN 46360
	 	 	 	 	 	Michigan City, IN 46360
	 
	 	 	 	 	 	 	 	 
	11.

	 	28800 Beck Road
	 	 	12.	 	 	200 National Drive
	 

	 	Wixom, MI 48393
	 	 	 	 	 	Vonore, TN 37885
	 
	 	 	 	 	 	 	 	 
	13.

	 	8649 South 212th Street
	 	 	14.	 	 	607 Bond Street
	 

	 	Kent, WA 98031
	 	 	 	 	 	Statesville, NC 28677
	 
	 	 	 	 	 	 	 	 
	15.

	 	613 Bond Street
	 	 	16.	 	 	1257 Roberson Springs Road
	 

	 	Statesville, NC 28677
	 	 	 	 	 	Loudon, TN 37774
	 
	 	 	 	 	 	 	 	 
	17.

	 	97 Tom Pope Road
	 	 	18.	 	 	116 Industry Road
	 

	 	Pikeville, TN 37367
	 	 	 	 	 	Tellico Plains, TN 37385
	 
	 	 	 	 	 	 	 	 
	19.

	 	301 West Spruce Street
	 	 	20.	 	 	75 Chamber Drive
	 

	 	Monona, IA 52159
	 	 	 	 	 	Chillicothe, OH 45601
	 
	 	 	 	 	 	 	 	 
	21.

	 	320 Newbern Road
	 	 	22.	 	 	2227 Salisbury Highway
	 

	 	Dublin, VA 24084
	 	 	 	 	 	Statesville, NC 28677
	 
	 	 	 	 	 	 	 	 
	23.

	 	401 East Alexander Avenue
	 	 	24.	 	 	6211 Northeast Campus Drive
	 

	 	Tacoma, WA 98421
	 	 	 	 	 	Vancouver, WA 98661
	 
	 	 	 	 	 	 	 	 
	25.

	 	2300 Northeast 65th Avenue
	 	 	26.	 	 	112 Town Center Drive
	 

	 	Vancouver, WA 98661
	 	 	 	 	 	Dublin, VA 24084
	 
	 	 	 	 	 	 	 	 
	27.

	 	379 Central Drive
	 	 	28.	 	 	6710 McEwan Road
	 

	 	Concord, NC 28025
	 	 	 	 	 	Lake Oswego, OR 97035
	 
	 	 	 	 	 	 	 	 
	29.

	 	8005 Southwest Hunziker Street
	 	 	30.	 	 	629 South Battleground Avenue
	 

	 	Tigard, OR 97223
	 	 	 	 	 	Kings Mountain, NC 28086
	 
	 	 	 	 	 	 	 	 
	31.

	 	55 North Garfield Street
	 	 	32.	 	 	60581 State Route 7
	 

	 	Norwalk, OH 44857
	 	 	 	 	 	Shadyside, OH 43947
	 
	 	 	 	 	 	 	 	 
	33.

	 	206 Republic Street
	 	 	34.	 	 	71 North West Street
	 

	 	Norwalk, OH 44857
	 	 	 	 	 	Norwalk, OH 44857






 









 






	 	 	 	 	 	 	 	 	 
	35.

	 	17th Street
	 	 	36.	 	 	470 East High Street
	 

	 	Bellaire, OH 43906
	 	 	 	 	 	London, OH 43140
	 
	 	 	 	 	 	 	 	 
	37.

	 	240 Raleigh Street
	 	 	38.	 	 	Calle 18 Avenida 10, # 180-5
	 

	 	Chatham, ON N7M 5L3
	 	 	 	 	 	Agua Prieta, Sonora, Mexico
	 
	 	 	 	 	 	 	 	 
	39.

	 	Carretera Tepa-Arandas #115
	 	 	40.	 	 	199 Wilshire Avenue Southwest
	 

	 	Capilla de Guadelupe, Jalisco, Mexico
	 	 	 	 	 	Concord, NC 28025
	 
	 	 	 	 	 	 	 	 
	41.

	 	Calle del Rio Avenida del Rio Sonora
	 	 	42.	 	 	3330 Ridgeway Drive, Unit 5
	 

	 	Block VIII and IX of Parque Industrial El Rio
	 	 	 	 	 	Mississauga, ON L5L 5Z9
	 

	 	Agua Prieta, Sonora, Mexico	 	 	 	 	 	 







 









 








SCHEDULE 9.1.4




NAMES AND CAPITAL STRUCTURE





	1.	 	The corporate names, jurisdictions of incorporation, authorized and issued Equity Interests
and record holders of such Equity Interests of each Obligor are as follows:





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

	 	Delaware
	 	Common Stock:

30,000,000 shares


Preferred Stock:

5,000,000 shares
	 	Common Stock:
21,536,814 shares
(as of 9/30/08)
	 	The Common Stock of
Commercial Vehicle
Group, Inc. is listed on
the NASDAQ under the
ticker symbol “CVGI”.
As such, Commercial
Vehicle Group, Inc. is
required to make
periodic disclosures in
filings with the
Securities and Exchange
Commission regarding
ownership of its Common
Stock.
	 
	 	 	 	 	 	 	 	 
	National Seating 

Company

	 	Delaware
	 	Common Stock:
2,000,000 shares


Series A Preferred
Stock: 100,000
shares


“Blank Check”
Preferred Stock:

2,700,000 shares
	 	Common Stock:
1,705,888.803
shares
	 	Commercial Vehicle
Group, Inc. -
1,705,838.803 shares of
Common Stock



Joseph Hess — 10 shares
of Common Stock



Jo Ann Hess — 10 shares
of Common Stock

	 
	 

	 	 	 	 	 	 	 	Linda Williams — 30
shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	CVG CS LLC

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

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

Corporation

	 	Iowa
	 	Class A Common
Stock — 1 share
	 	Class A Common
Stock — 1 share
	 	MONONA CORPORATION — 1
share of Class A Common
Stock
	 
	 	 	 	 	 	 	 	 
	Monona (Mexico) 

Holdings LLC

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






 









 






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

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


Class A-2 Common
Stock: 150,000
shares


	 	Class A-1 Common
Stock: 1,000 shares
	 	Commercial Vehicle
Group, Inc. — 1,000
shares of Class A-1
Common Stock
	 

	 	 	 	Class B Common
Stock: 450,000
shares

	 	 	 	 
	 

	 	 	 	Class C Common
Stock: 100,000
shares	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Trim Systems
Operating Corp.

	 	Delaware
	 	Common Stock: 1,000

shares
	 	Common Stock: 1,000

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

	 	North Carolina
	 	Common Stock:

100,000 shares
	 	Common Stock: 1,000

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

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

	 	Delaware
	 	Common Stock:

125,000 shares
	 	Common Stock:

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

	 	Delaware
	 	Common Stock —

1,000 shares
	 	Common Stock —

1,000 shares
	 	CVS Holdings, Inc. -
1,000 shares of Common
Stock
	 
	 	 	 	 	 	 	 	 
	Mayflower Vehicle
Systems, LLC

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

Corporation

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

Holdings, LLC

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

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






 









 







	2.	 	All agreements binding on holders of Equity Interests of Obligors with respect to such
interests are as follows:






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






	3.	 	All outstanding purchase options, warrants, subscription rights, agreements to issue or sell,
or convertible interests relating to Equity Interests of any Obligor are as follows:






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






	4.	 	Within the five years preceding the Closing Date, Obligors have consummated the following
transactions:






	 	(a)	 	On December 4, 2007, CVG CS LLC acquired substantially all of the assets of
Short Bark Industries, LLC.




 









 






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




 









 











SCHEDULE 9.1.11




PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES




1. Inbound licenses:



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

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







	2.	 	Copyrights:





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

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

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

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

	 	TXu1143603
	 	09/25/2002
	 	Trim Systems Operating Corp.







	3.	 	Patents:





COMMERCIAL VEHICLE SYSTEMS, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	BALL JOINT STRUCTURE

	 	USA
	 	4552480

11/12/1985
	 	 	 	06/626236

06/29/1984
	 	EXPIRED
	 	Commercial Vehicle
Systems, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ROTATABLE MIRROR
ASSEMBLY

	 	USA
	 	5566029

10/15/1996
	 	 	 	07/792460

11/15/1991
	 	EXPIRED
	 	Commercial Vehicle
Systems, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	MAGNETIC SPRING
ALIGNMENT AND
HANDLING SYSTEM

	 	Australia
	 	200147783

10/15/2001
	 	 	 	200147783

03/22/2001
	 	IN FORCE
	 	Commercial Vehicle
Systems, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	BRAKE FAILURE
DETECTION METHOD
AND APPARATUS

	 	Australia
	 	200136719

08/20/2001
	 	 	 	200136719

02/07/2001
	 	IN FORCE
	 	Commercial Vehicle
Systems, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SYNCHRONIZATION
SYSTEM FOR MOTORS

	 	Australia
	 	20023986

07/31/2000
	 	 	 	200023986

12/29/1999
	 	IN FORCE
	 	Commercial Vehicle
Systems, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SYNCHRONIZATION
SYSTEM FOR MOTORS

	 	Canada
	 	2358317

09/23/2008
	 	 	 	2358317

12/29/1999
	 	IN FORCE
	 	Commercial Vehicle
Systems, Inc.






 









 






CVG MANAGEMENT CORPORATION




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

	 	USA
	 	 	 	 	 	11/757073

06/01/2007
	 	PENDING
	 	CVG Management

Corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	USA
	 	 	 	 	 	12/055070

03/25/2008
	 	PENDING
	 	CVG Management

Corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	USA
	 	 	 	 	 	12/235842

09/23/2008
	 	PENDING
	 	CVG Management

Corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	USA
	 	 	 	 	 	29/324/908

09/23/2008
	 	PENDING
	 	CVG Management

Corporation






 NATIONAL SEATING COMPANY




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

POSITIONING SYSTEM

	 	USA
	 	 	 	20030038221

02/27/2003
	 	10/156854

05/30/2002
	 	 	 	National Seating
Co. Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE SEATING
SYSTEM WITH 

IMPROVED VIBRATION 

ISOLATION

	 	USA
	 	7152839

12/26/2006
	 	 	 	11/079699

03/14/2005
	 	IN FORCE
	 	National Seating
Co. Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE SEATING
SYSTEM WITH 

IMPROVED VIBRATION 

ISOLATION

	 	USA
	 	6866236

03/15/2005
	 	 	 	10/369357

02/18/2003
	 	IN FORCE
	 	National Seating Co.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SPRING BIASED 

ROTARY AIR VALVE

	 	USA
	 	5983940

11/16/1999
	 	 	 	09/159036

09/23/1998
	 	IN FORCE
	 	National Seating Co.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	BASE ASSEMBLY FOR
USE WITH A
SUSPENSION SYSTEM
OF A VEHICLE SEAT

	 	USA
	 	5542638

08/06/1996
	 	 	 	08/259475

06/14/1994
	 	IN FORCE
	 	National Seating Co.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SYSTEM AND METHOD 

FOR REMOTELY 

MONITORING MOVEMENT 

OF INDIVIDUALS

	 	USA
	 	6696957

02/24/2004
	 	 	 	10/156254

05/28/2002
	 	IN FORCE
	 	National Seating

Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FRAME ASSEMBLY FOR
A VEHICLE SEAT

	 	USA
	 	5501509

03/26/1996
	 	 	 	08/235429

04/29/1994
	 	EXPIRED
	 	National Seating Co.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PNEUMATIC SPRING
FOR A VEHICLE SEAT

	 	USA
	 	5234203

08/10/1993
	 	 	 	07/793602

11/18/1991
	 	EXPIRED
	 	National Seating Co.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SPRING SEAT AND AIR 

PUMP

	 	USA
	 	4954051

09/04/1990
	 	 	 	07/282515

01/12/1989
	 	EXPIRED
	 	National Seating Co.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	AIR SPRING SEAT AND
AIR PUMP

	 	USA
	 	4809944

03/07/1989
	 	 	 	07/103934

10/02/1987
	 	EXPIRED
	 	National Seating Co.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE SEATING
SYSTEM WITH 

IMPROVED VIBRATION 

ISOLATION

	 	Canada
	 	 	 	2515781

09/02/2004
	 	2515781

02/19/2003
	 	 	 	National Seating
Company Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE SEATING
SYSTEM WITH 

IMPROVED VIBRATION 

ISOLATION

	 	China
	 	 	 	1751203

03/22/2006
	 	801009811

02/19/2003
	 	 	 	National Seating
Company Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE SEATING
SYSTEM WITH 

IMPROVED VIBRATION 

ISOLATION

	 	EPO
	 	1597510

10/31/2007
	 	 	 	716067

02/19/2003
	 	IN FORCE
	 	National Seating
Company Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VEHICLE SEATING 

SYSTEM WITH 

IMPROVED VIBRATION 

ISOLATION

	 	Mexico
	 	 	 	 	 	PA/a/2005/008723

02/19/2003
	 	 	 	National Seating
Company Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






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

ROTARY AIR VALVE

	 	Canada
	 	2250644

07/25/2006
	 	 	 	2250644

10/14/1998
	 	IN FORCE
	 	National Seating
Company Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SPRING BIASED 

ROTARY AIR VALVE

	 	Germany
	 	69824809

08/18/2005
	 	 	 	69824809

10/16/1998
	 	IN FORCE
	 	National Seating
Company Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SPRING BIASED 

ROTARY AIR VALVE

	 	EPO
	 	913606

6/30/2004
	 	 	 	08203484.5
10/16/1998
	 	IN FORCE
	 	National Seating
Company Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SPRING BIASED 

ROTARY AIR VALVE

	 	Mexico
	 	211458

11/19/2002
	 	 	 	088703

10/20/1998
	 	IN FORCE
	 	National Seating
Company Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SPRING BIASED 

ROTARY AIR VALVE

	 	UK
	 	913060

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






SPRAGUE DEVICES, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	WINDSHIELD WIPER
ASSEMBLY AND METHOD
OF FORMING THE SAME

	 	USA
	 	7389562

06/24/2008
	 	20040244134

12/09/2004
	 	10/771894

02/04/2004
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	FLUID AND AIR
NOZZLE AND METHOD
FOR CLEANING
VEHICLE LENSES

	 	USA
	 	6554210

04/29/2003
	 	 	 	09/804681

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

ALIGNMENT AND 

HANDLING SYSTEM

	 	USA
	 	6378187

04/30/2003
	 	 	 	09/540005

03/30/2000
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TRACTION ENHANCING 

DEPLOYMENT SYSTEM

	 	USA
	 	6206299

03/27/2001
	 	 	 	09/293276

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

NOZZLE FOR 

HEADLIGHT CLEANING

	 	USA
	 	6199773

03/13/2001
	 	 	 	09/451257

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

CONDITION 

ENUNCIATOR

	 	USA
	 	6166657

12/26/2000
	 	 	 	09/110769

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

SYSTEM FOR MOTORS

	 	USA
	 	6147466

11/14/2000
	 	 	 	09/223114

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

	 	USA
	 	6456195

09/24/2002
	 	 	 	09/141652

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

CONDITION 

ENUNCIATOR

	 	USA
	 	5796344

08/18/1998
	 	 	 	08/596451

02/02/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	AIR-LIQUID SYSTEM
FOR CLEANING
VEHICLE HEADLIGHT
LENS AND SIMILAR
SURFACES

	 	USA
	 	5657929

08/19/1997
	 	 	 	08/583343

01/05/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DEVICE FOR
SWITCHING CONTROL
OF VEHICLE
ACCESSORIES BETWEEN
VEHICLE CONTROL
STATIONS

	 	USA
	 	5637927

06/10/1997
	 	 	 	08/628272

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

ASSEMBLY WITH ARM 

HEAD RETAINING 

MEANS

	 	USA
	 	5634235

06/03/1997
	 	 	 	08/685449

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

CONTROL SYSTEM

	 	USA
	 	5551232

09/03/1996
	 	 	 	08/347969

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






 









 






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

CONTROLLED FLUID 

POWERED MOTOR

	 	USA
	 	5427012

06/27/1995
	 	 	 	08/201788

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

MEANS FOR VEHICLE 

CLIMATE CONTROL 

MEANS

	 	USA
	 	5281049

01/25/1994
	 	 	 	07/868471

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

CONDITIONING 

CONTROL SYSTEM

	 	USA
	 	4880031

11/14/1989
	 	 	 	07/186918

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

PISTON FLUID 

POWERED MOTOR

	 	USA
	 	4708053

11/24/1987
	 	 	 	06/797506

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

PISTON FLUID 

POWERED MOTOR

	 	USA
	 	4632013

12/30/1986
	 	 	 	06/623080

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

CONTROLLED FLUID 

POWERED MOTOR

	 	Canada
	 	2143408

11/30/2004
	 	 	 	2143408

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

CONTROLLED FLUID 

POWERED MOTOR

	 	Canada
	 	2164030

02/13/2007
	 	 	 	2164030

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

CONTROLLED FLUID 

POWERED MOTOR

	 	UK
	 	2286859

10/08/1997
	 	 	 	19953559

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

CONTROLLED FLUID 

POWERED MOTOR

	 	UK
	 	2295536

08/05/1998
	 	 	 	199524521

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

CONTROLLED FLUID 

POWERED MOTOR

	 	Mexico
	 	9501086

02/09/2007
	 	 	 	19951086

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

CONTROLLED FLUID 

POWERED MOTOR

	 	Mexico
	 	193187

08/30/1999
	 	 	 	955012

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

NOZZLE FOR 

HEADLIGHT CLEANING

	 	Austria
	 	404292

08/15/2008
	 	 	 	941322

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

NOZZLE FOR 

HEADLIGHT CLEANING

	 	Canada
	 	 	 	2374300

12/21/2000
	 	2374300

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

NOZZLE FOR 

HEADLIGHT CLEANING

	 	Germany
	 	60039872

09/25/2008
	 	 	 	60039872

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

NOZZLE FOR 

HEADLIGHT CLEANING

	 	EPO
	 	1377383

08/08/2007
	 	 	 	709828

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

NOZZLE FOR 

HEADLIGHT CLEANING

	 	EPO
	 	1187682

08/12/2008
	 	 	 	941322

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

NOZZLE FOR 

HEADLIGHT CLEANING

	 	UK
	 	1187682

08/12/2008
	 	 	 	941322

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

NOZZLE FOR 

HEADLIGHT CLEANING

	 	Japan
	 	532511

11/05/2003
	 	 	 	502988

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

NOZZLE FOR 

HEADLIGHT CLEANING

	 	Mexico
	 	PA012599

07/14/2003
	 	 	 	PA012599

12/06/2001
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WINDSHIELD WIPER 

ASSEMBLY AND METHOD 

OF FORMING THE SAME

	 	Canada
	 	 	 	2515071

08/19/2004
	 	2515071

02/04/2004
	 	 	 	Sprague Devices,
Inc.






 









 






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

ASSEMBLY AND METHOD 

OF FORMING THE SAME

	 	EPO
	 	 	 	1597119

11/23/2005
	 	708144

02/04/2004
	 	 	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Mexico
	 	 	 	 	 	PA/a/2005/008279

02/04/2004
	 	 	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DEVICE FOR
SWITCHING CONTROL
OF VEHICLE
ACCESSORIES BETWEEN
VEHICLE CONTROL
STATIONS

	 	Canada
	 	2180861

10/02/2001
	 	 	 	2180861

07/09/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DEVICE FOR
SWITCHING CONTROL
OF VEHICLE
ACCESSORIES BETWEEN
VEHICLE CONTROL
STATIONS

	 	UK
	 	2311875

02/10/1999
	 	 	 	199616124

08/01/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DEVICE FOR
SWITCHING CONTROL
OF VEHICLE
ACCESSORIES BETWEEN
VEHICLE CONTROL
STATIONS

	 	UK
	 	2318429

02/10/1999
	 	 	 	199725176

08/01/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DEVICE FOR
SWITCHING CONTROL
OF VEHICLE
ACCESSORIES BETWEEN
VEHICLE CONTROL
STATIONS

	 	Mexico
	 	197436

7/11/2000
	 	 	 	971415

02/25/1997
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	AIR-LIQUID SYSTEM
FOR CLEANING
VEHICLE HEADLIGHT
LENS AND SIMILAR
SURFACES

	 	Canada
	 	2227199

04/11/2006
	 	 	 	2227199

07/29/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	AIR-LIQUID SYSTEM
FOR CLEANING
VEHICLE HEADLIGHT
LENS AND SIMILAR
SURFACES

	 	Denmark
	 	848650

02/09/2004
	 	 	 	1996926185

07/29/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	AIR-LIQUID SYSTEM
FOR CLEANING
VEHICLE HEADLIGHT
LENS AND SIMILAR
SURFACES

	 	Spain
	 	2205050

05/01/2004
	 	 	 	1996916185

07/29/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	AIR-LIQUID SYSTEM
FOR CLEANING
VEHICLE HEADLIGHT
LENS AND SIMILAR
SURFACES

	 	Mexico
	 	208101

06/13/2002
	 	 	 	1998766

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







	4.	 	Trademarks:





COMMERCIAL VEHICLE GROUP, INC.




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

	 	 	 	77/573007

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

	 	 	 	77/351408

12/13/2007
	 	 	 	PENDING
	 	Commercial Vehicle
Group, Inc.






 









 






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

	 	MOTO MIRROR
	 	75/274146

04/14/1997
	 	2171097

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

	 	MOTO MIRROR PLUS




	 	75/225022

01/13/1997
	 	2185420

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

	 	CVG COMMERCIAL VEHICLE
GROUP




	 	78/380087

03/08/2004
	 	3108626

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

Register

	 	CVG COMMERCIAL VEHICLE
Group




	 	 	 	868556

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

	 	CVG Commercial Vehicle
Group & Design
	 	676042

09/08/2004
	 	885997

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

	 	CVG Commercial Vehicle
Group & Design
	 	676040

09/08/2004
	 	885480

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

	 	 	 	676041

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

	 	CVG Commercial Vehicle
Group & Design
	 	676043

09/08/2004
	 	885809

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

	 	CVG Commercial Vehicle
Group & Design
	 	868556

09/08/2004
	 	868556

05/31/2006
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Benelux

	 	CVG Commercial Vehicle
Group & Design
	 	868556

09/08/2004
	 	868556

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

	 	CVG Commercial Vehicle
Group & Design
	 	868556

09/08/2004
	 	868556

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

	 	CVG Commercial Vehicle
Group & Design
	 	868556

09/08/2004
	 	868556

09/08/2007
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Japan

	 	CVG Commercial Vehicle
Group & Design
	 	868556

09/08/2004
	 	868556

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

	 	CVG Commercial Vehicle
Group & Design
	 	868556

09/08/2004
	 	868556

09/08/2007
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Sweden

	 	CVG Commercial Vehicle
Group & Design
	 	868556

09/08/2004
	 	868556

09/08/2007
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	UK

	 	CVG Commercial Vehicle
Group & Design
	 	868556

09/08/2004
	 	868556

06/21/2006
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.






 









 






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

	 	 	 	1243977

[Date not available]
	 	 	 	PENDING
	 	Commercial Vehicle
Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Canada

	 	 	 	1386479

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

	 	 	 	938920

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

	 	Moto Mirror & Design
	 	731907

04/09/1997
	 	731907

10/22/1998
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Canada

	 	Moto Mirror & Design
	 	0841627

04/30/1997
	 	496171

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

	 	Moto Mirror & Design
	 	291918

04/10/1997
	 	614348

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

	 	Moto Mirror Plus &
Design




	 	 75/225022

01/13/1997
	 	2185420

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

	 	Moto Mirror & Design
	 	199703525

04/10/1997
	 	333447

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






MAYFLOWER VEHICLE SYSTEMS, LLC




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

	 	MAYFLOWER
	 	78/114104

03/11/2002
	 	2797473

12/23/2003
	 	REGISTERED
	 	Mayflower Vehicle
Systems, LLC
	 
	 	 	 	 	 	 	 	 	 	 
	USA

	 	MAYFLOWER
DESIGN



	 	78/159133

08/29/2002
	 	2781928

11/11/2003
	 	REGISTERED
	 	Mayflower Vehicle
Systems, LLC






 









 






MONONA WIRE CORPORATION




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

	 	MWC




	 	76/170439

11/22/2000
	 	2644034

10/29/2002
	 	REGISTERED
	 	Monona Wire Corporation






NATIONAL SEATING COMPANY




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

	 	EASY
AIRE

	 	73/687292

10/01/1987
	 	1509176

10/18/1988
	 	REGISTERED
	 	National Seating Company
	USA

	 	CUSH-N-AIRE
	 	73/510052

11/23/1984
	 	1340589

06/11/1985
	 	REGISTERED
	 	National Seating Company
	 	 	 	 	 	 	 	 	 	 	 
	USA

	 	CHUGGER SNUBBER
	 	72/379153

12/21/1970
	 	0933827

05/16/1972
	 	REGISTERED
	 	National Seating Company





 











 





SPRAGUE DEVICES, INC.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application	 	 	 	 	 	 
	 	 	 	 	Ser. No. / Filing	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Date	 	Registration Date	 	Status	 	Record Owner
	USA
	 	AIR PUSH	 	71/499442	 	0442654	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 		 	04/01/1946	 	05/10/1949	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	USA
	 	AIR-PUSH	 	72/315270	 	0876384	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 	 	 	12/26/1968	 	09/09/1969	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	USA
	 	SPRAGUE DEVICES	 	74/165295	 	1727180	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 	 	 	05/10/1991	 	10/27/1992	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	USA
	 	M3 CLUTCH	 	74/528750	 	1911257	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 	 	 	05/24/1994	 	08/15/1995	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	USA
	 	ROADWATCH	 	75/093148	 	2159429	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 	 	 	04/23/1996	 	05/19/1998	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	USA
	 	SPRA-KLEER	 	75/633885	 	2323981	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 	 	 	02/04/1999	 	02/29/2000	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	USA
	 	ROADWATCH	 	78/060174	 	2664644	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 		 	04/24/2001	 	12/17/2002	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	USA
	 	CLEARVIEW	 	78/034718	 	2774082	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 	 	 	11/10/2000	 	10/14/2003	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	USA
	 	KEYFREE	 	78/199096	 	2788931	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 	 	 	12/31/2002	 	12/02/2003	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	USA
	 	CAMERAWASH	 	78/250480	 	2890577	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 	 	 	05/15/2003	 	09/28/2004	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	USA
	 	ROADWATCH 3	 	78/250521	 	2908310	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 	 	 	05/15/2003	 	12/07/2004	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	USA
	 	ROADWATCH SS	 	78/974111	 	3268437	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 	ROADWATCH SAFETY	 	09/14/2006	 	07/24/2007	 	 	 	 
	 
	 	SYSTEM	 	 	 	 	 	 	 	 
	 
	 		 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	USA
	 	LIGHTWASH	 	75/878069	 	2595106	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 	 	 	12/21/1999	 	07/16/2002	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Canada
	 	AIR PUSH	 	0419184	 	TMA239182	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 	 	 	12/21/1977	 	01/18/1980	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mexico
	 	AIR PUSH	 	24971	 	148448	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 	 	 	11/08/1968	 	11/08/1968	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application	 	 	 	 	 	 
	 	 	 	 	Ser. No. / Filing	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Date	 	Registration Date	 	Status	 	Record Owner
	Australia
	 	SPRAGUE & Design	 	314132	 	B 314132	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 		 	12/19/1977	 	12/19/1977	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Canada
	 	SPRAGUE & Design	 	0419183	 	TMA240302	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 		 	12/21/1977	 	03/07/1980	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mexico
	 	SPRAGUE & Design	 	24970	 	147923	 	REGISTERED	 	Sprague Devices, Inc.
	 
	 	 	 	11/08/1968	 	11/08/1968	 	 	 	 






TRIM SYSTEMS OPERATING CORP.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application Ser.	 	 	 	 	 	 
	 	 	 	 	No./	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Filing Date	 	Registration Date	 	Status	 	Record Owner
	Canada
	 	OC3 & design	 	0836270	 	504261	 	REGISTERED	 	Tempress, Inc.1
	 
	 	 	 	02/11/1997	 	11/18/1998	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Canada
	 	THE HAPPY OZONE	 	0836272	 	495502	 	REGISTERED	 	Tempress, Inc.
	 
	 	MOLECULE  AND DESIGN	 	02/11/1997	 	05/29/1998	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Canada
	 	T-TRIM	 	0824711	 	504116	 	REGISTERED	 	Tempress, Inc.
	 
	 	 	 	09/30/1996	 	11/16/1998	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Canada
	 	T-TRIM	 	0824707	 	489645	 	REGISTERED	 	Tempress, Inc.
	 
	 	 	 	09/30/1996	 	02/10/1998	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Canada
	 	VCR	 	0828758	 	520283	 	REGISTERED	 	Tempress, Inc.
	 
	 	 	 	11/13/1996	 	12/06/1999	 	 	 	 








 




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




 









 









			
	5.	 	Trade names:





COMMERCIAL VEHICLE GROUP, INC.




	 	 	 	 	 
	Trade Name	 	Goods	 	Owner
	BOOT SAVER

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

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

	 	Automotive stampings
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	MAYFLOWER VEHICLE SYSTEMS

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

	 	Motor vehicle parts and accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	MWC

	 	Motor vehicle parts and accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	O3

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

	 	Sporting and athletic goods
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	ROADWATCH

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

	 	Automotive stampings
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	TACKLE HATCH

	 	Apparel and accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	CLEARVIEW

	 	Motor vehicle parts and accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	KEYFREE

	 	Communications equipment
	 	Commercial Vehicle Group Inc.






 









 






SCHEDULE 9.1.14




ENVIRONMENTAL MATTERS



All facts, events and conditions set forth in the following environmental reports, provided to
Lenders, are hereby incorporated by reference for purposes of this Schedule 9.1.14:





	1.	 	Environmental Review of Seven Facilities of Mayflower Vehicle Systems, Inc., prepared by
ENVIRON International Corp. for Kirkland & Ellis LLP on behalf of Hidden Creek Industries,
Inc., dated November 2004.
	 
	2.	 	Environmental Review of Four Facilities of the Commercial Vehicle Group, prepared by ENVIRON
International Corp. for Kirkland & Ellis LLP on behalf of Hidden Creek Industries, Inc., dated
December 2004.
	 
	3.	 	Publicly available environmental databases indicate that Borrower paid a $29,610 civil
penalty in 2007 for failure to renew their Title V Air Permit on time.
	 
	4.	 	Publicly available environmental databases identify potentially outstanding OSHA violations
at Borrower’s Norwalk, Ohio facility first issued in March 2007. Database results indicate a
$2,125 penalty, which has been contested by Borrower, relating to a workplace fatality. The
Norwalk facility also received OSHA notices of violation in June 2006, all of which are
reported to be completed.
	 
	5.	 	Publicly available environmental databases identify OSHA notices of violation issued to
Borrower’s Shadyside, Ohio facility in January 2007, with actual penalty amounts of $2,125 and
$1,700, all of which were abated. In addition, the Shadyside facility received OSHA notices
of violation in October 2005 that resulted in actual penalty of $2,250, which has also been
completed.




 









 











SCHEDULE 9.1.16




LITIGATION




None.




 









 





SCHEDULE 9.1.18




PENSION PLAN DISCLOSURES





	1.	 	KAB Seating Limited participates in a pension scheme called the KAB Pension Scheme (the
“Scheme”). The Scheme has a defined benefits section that was closed to future
accrual on April 6, 2006.
	 
	2.	 	On certain actuarial bases, the Scheme is understood to have been and to be currently
underfunded. As of December 31, 2007, on a FASB 158 basis, the Scheme was underfunded by
approximately $11,427,000. Total assets as of December 31, 2007 were $35,649,000 and total
liabilities were $47,067,000.




 









 











SCHEDULE 9.1.20




LABOR CONTRACTS



Obligors are party to or bound by the following collective bargaining agreements:





	1.	 	Collective bargaining agreement by and between Commercial Vehicle Group, Inc. and
International Union, United Automobile, Aerospace and Agricultural Workers of America U.A.W.
Local 1379, covering the period May 1, 2006 to April 30, 2010.
	 
	2.	 	Collective bargaining agreement by and between Commercial Vehicle Group, Inc. and United
Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service
Workers International Union, AFL-CIO-CLC Local 9419, covering the period May 1, 2008 to
February 28, 2011.
	 
	3.	 	Collective bargaining agreement by and between CVG CS S. de R.L. de C.V. and CROC
(Confederation Revolucionaria de Obreros Campesinos or Revolutionary Confederation of Workers
and Peasants) Sindicato de Trabajadores En Oficios Varios de Tepatitlan De Morelos, Jalisco,
covering the period October 2008 to September 2009.
	 
	4.	 	Collective bargaining agreement by and between KAB Seating Limited and UNITE, covering the
period April 2008 to March 2009.
	 
	5.	 	Collective bargaining agreement by and between MWC de Mexico S. de R.L. de C.V. and CTM
(Asociacion Sindical de Obreros y Obreras en empresas maquiladoras, armadoras y fabricantes de
Agua Prieta), covering the period January 1, 2008 to December 31, 2008.
	 
	6.	 	Collective bargaining agreement by and between C.I.E.B. Kahovec, s. r. o. and Basic
organization OS KOVO of the company C.I.E.B. Kahovec, s. r. o., represented by Mr Jaromír
Šebetka, covering the period January 1, 2008 to December 31, 2008.




 









 











SCHEDULE 10.2.1




EXISTING DEBT




1. Capital leases:




	 	 	 	 	 
	 	 	Description of	 	 
	Borrower or	 	Property subject to	 	 
	Subsidiary Lessee 	 	Capital Lease	 	Term
	CABARRUS PLASTICS, INC.

	 	Mitsubishi 1450 ton

Plastic Injection

Molding Machine
	 	8/20/04 - 8/20/09
	 
	 	 	 	 
	C.I.E.B. Kahovec, spol.
s.r.o. (“CIEB”)

	 	Skoda — auto
	 	9/01/06 - 8/30/09
	 
	 	 	 	 
	CIEB

	 	Skoda — auto
	 	9/01/06 - 8/30/09
	 
	 	 	 	 
	CIEB

	 	NDN 10000 KOMFORT EXTRA
	 	7/01/06 - 6/30/11






2. Intercompany Loans




	 	 	 	 	 	 	 
	Intercompany borrower	 	Intercompany lender	 	Amount Outstanding    
	PEKM Kabeltechnik s.r.o.
	 	CVG Management Corporation	 	$	2,366,058	 
	PEKM Kabeltechnik s.r.o.
	 	CVG Czech I	 	€	1,024,931.50	 
	PEKM Kabeltechnik s.r.o.
	 	C.I.E.B. Kahovec spol. s.r.o.	 	$	544,560	 
	KAB Seating Limited
	 	JMH Limited (Dormant)	 	£	1,732,231	 
	KAB Seating Limited
	 	BB Seating Limited (Dormant)	 	£	206,875	 
	KAB Seating Limited
	 	Bostrom International Limited	 	£	8,314,600	 
	Bostrom Limited
	 	Bostrom International Limited	 	£	5,265,815	 
	Bostrom Limited
	 	KAB Seating Limited	 	£	2,766,392	 
	Commercial Vehicle Systems Limited
	 	KAB Seating Limited	 	£	23,498,423	 
	Commercial Vehicle Systems Limited
	 	Bostrom Limited	 	£	4,491,232	 
	Bostrom Limited
	 	KAB Seating, Pty (Australia)	 	£	157,550	 
	Commercial Vehicle Systems Limited
	 	CVS Holdings Limited	 	£	26,612,820	 
	Bostrom Specialist Engineering Limited
(Dormant)
	 	KAB Seating Limited	 	£	123,050	 






 









 






	 	 	 	 	 	 	 
	Intercompany borrower	 	Intercompany lender	 	Amount Outstanding
	Bostrom Specialist Engineering Limited
(Dormant)
	 	Bostrom Limited	 	£	878,926	 
	Bostrom Specialist Engineering Limited
(Dormant)
	 	KAB Seating Limited	 	£	5,750	 
	Bostrom Specialist Engineering Limited
(Dormant)
	 	Bostrom Limited	 	£	1,383,075	 
	KAB Seating Limited
	 	Corvus Suspension Products Limited (Dormant)	 	£	50,201	 
	Corvus Suspension Products Limited (Dormant)
	 	Bostrom Limited	 	£	776,381	 
	KAB Seating Limited
	 	KAB Components Limited (Dormant)	 	£	52,327	 
	KAB Components Limited (Dormant)
	 	Bostrom Limited	 	£	2,311,595	 
	Bostrom Specialist Engineering Limited
(Dormant)
	 	KAB Seating Limited	 	£	82,800	 
	Bostrom Limited
	 	Bostrom Specialist Engineering Limited (Dormant)	 	£	464,452	 
	KAB Tooling Limited (Dormant)
	 	KAB Seating Limited	 	£	717	 
	KAB Tooling Limited (Dormant)
	 	Bostrom Limited	 	£	118,882	 
	KAB Pressing Limited (Dormant)
	 	KAB Seating Limited	 	£	3,414,961	 
	KAB Pressing Limited (Dormant)
	 	Bostrom Limited	 	£	4,016,511	 
	KAB Seating Limited
	 	Bostrom Specialist Engineering Limited (Dormant)	 	£	2,731	 
	KAB Seating Limited
	 	KAB Pressing Limited (Dormant)	 	£	1,344,469	 
	KAB Pressing Limited (Dormant)
	 	Bostrom Limited	 	£	887,591	 
	KAB Seating Limited
	 	KAB Pressing Limited (Dormant)	 	£	74,298	 
	Kab Seating, L.L.C. (Dormant)
	 	Bostrom Limited	 	£	641	 
	KAB Seating Limited
	 	Commercial Vehicle Group, Inc.	 	£	9,582,495	 
	Commercial Vehicle Group, Inc.
	 	Bostrom Limited	 	£	6,287,736	 
	Commercial Vehicle Group, Inc.
	 	Commercial Vehicle Systems Limited	 	£	3,021,951	 
	CVG Vehicle Components (Shanghai) Co. Ltd.
(China)
	 	CVG International Holdings, Inc. (Barbados)	 	$	901,735	 






 









 






3. Letters of Credit:




	 	 	 	 	 	 	 	 	 
	Applicant	 	Beneficiary	 	LC Provider	 	LC Number	 	Expiry
	Commercial Vehicle
Group, Inc.

	 	Sentry Insurance
	 	U.S. Bank, N.A.
	 	SLCMMSP03294
	 	10/11/09
	 
	 	 	 	 	 	 	 	 
	Trim Systems
Operating Corp.

	 	Fletcher Industries Inc.
	 	U.S. Bank, N.A.
	 	SLCMMSP03843
	 	10/01/09







	4.	 	Commercial Vehicle Group Inc.’s 8% Senior Notes Due 2013 and related guarantees and any
renewal, extension, amendment, restatement, modification or refinancing of the obligations
thereunder.
	 
	5.	 	Judgment amount and accrued interest with respect to that certain judgment against National
Seating Company issued by the Regional Court in Karlsruhe, Germany on May 13, 2003 in favor of
Vogelsitze GmbH.




 









 











SCHEDULE 10.2.2




EXISTING LIENS




1. UCC filings:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Filing	 	Date and	 	 	 	 	 	Collateral
	Jurisdiction	 	Type	 	File Number	 	Debtor	 	Secured Party	 	Description
	NC — Secretary of State
Through: 11/06/2008

	 	UCC
	 	20040080685E

8/12/04
	 	CABARRUS PLASTICS, INC.
	 	U.S. Bancorp
Equipment Finance,
Inc. — Plastics
Equipment Group
	 	Specific equipment
	 
	 	 	 	 	 	 	 	 	 	 
	NC — Secretary of State
Through: 11/06/2008

	 	UCC
	 	20040083569J

8/20/04
	 	CABARRUS PLASTICS, INC.
	 	MHI Injection Molding
Machinery, Inc.
	 	Specific equipment
	 
	 	 	 	 	 	 	 	 	 	 
	NC — Secretary of State
Through: 11/06/2008

	 	UCC
	 	20070074025J

8/1/07
	 	CABARRUS PLASTICS, INC.
	 	UBE Machinery Inc.
	 	Specific equipment
	 
	 	 	 	 	 	 	 	 	 	 
	NC — Secretary of State
Through: 11/06/2008

	 	UCC
	 	20070074032G

8/1/07
	 	CABARRUS PLASTICS, INC.
	 	UBE Machinery Inc.
	 	Specific equipment
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	43451988

12/8/04
	 	Commercial Vehicle
Group, Inc.
	 	Greater Bay Bank N.A.
	 	Specific equipment
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	50361973

2/2/05
	 	Commercial Vehicle
Group, Inc.
	 	NMHG Financial
Services, Inc.
	 	Specific leased equipment
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	52144815

7/13/05
	 	Commercial Vehicle
Group, Inc.
	 	IOS Capital
	 	Specific leased equipment

Filed for precautionary

purposes
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	52354620

8/1/05
	 	Commercial Vehicle
Group, Inc.
	 	IOS Capital
	 	Specific leased equipment

Filed for precautionary

purposes
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	61925247

6/7/06
	 	Commercial Vehicle
Group, Inc.
	 	IOS Capital
	 	Specific leased equipment

Filed for precautionary

purposes






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Filing	 	Date and	 	 	 	 	 	Collateral
	Jurisdiction	 	Type	 	File Number	 	Debtor	 	Secured Party	 	Description
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	62002665

6/13/06
	 	Commercial Vehicle
Group, Inc.
	 	IOS Capital
	 	Specific leased equipment

Filed for precautionary

purposes
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	72627494

7/12/07
	 	Commercial Vehicle
Group, Inc.
	 	Toyota Motor Credit

Corporation
	 	Specific leased equipment

Filed for precautionary

purposes
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	72664810

7/16/07
	 	Commercial Vehicle
Group, Inc.
	 	Toyota Motor Credit

Corporation
	 	Specific leased equipment

Filed for precautionary

purposes
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	80459147

2/7/08
	 	Commercial Vehicle
Group, Inc.
	 	IKON Financial Svcs
	 	Specific leased equipment

Filed for precautionary

purposes
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	80568723

2/15/08
	 	Commercial Vehicle
Group, Inc.
	 	NMHG Financial
Services, Inc.
	 	Specific leased equipment
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	82454500

7/17/08
	 	Commercial Vehicle
Group, Inc.
	 	IKON Financial Svcs
	 	Specific leased equipment

Filed for precautionary

purposes
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	40527681

12/25/04
	 	Mayflower Vehicle
Systems, Inc.
	 	Riviera Tool Company
	 	Specific equipment
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	ASSIGN
	 	50445024

2/8/05
	 	CVG Acquisition LLC
	 	Riviera Tool Company
	 	Assignment of financing
statement No. 40527681
from original Debtor
(Mayflower Vehicle
Systems, Inc.) to:
	 

	 	 	 	 	 	 	 	 	 	CVG Acquisition LLC

(filed by original Debtor)
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	42464453

9/1/04
	 	Mayflower Vehicle
Systems, Inc.
	 	Fab-All
Manufacturing, Inc.
	 	Specific equipment






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Filing	 	Date and	 	 	 	 	 	Collateral
	Jurisdiction	 	Type	 	File Number	 	Debtor	 	Secured Party	 	Description
	DE — Secretary of State
Through: 10/31/2008

	 	AMEND
	 	42464842

9/1/04
	 	Mayflower Vehicle
Systems, Inc.
	 	Fab-All
Manufacturing, Inc.
	 	Amendment to financing
statement No. 42464453
restating collateral
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	ASSIGN
	 	50445040

2/8/05
	 	CVG Acquisition LLC
	 	Fab-All
Manufacturing, Inc.
	 	Assignment of financing
statement No. 42464453
from original Debtor
(Mayflower Vehicle
Systems, Inc.) to:
	 

	 	 	 	 	 	 	 	 	 	CVG Acquisition LLC

(filed by original Debtor)
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	50469701

2/10/05
	 	Mayflower Vehicle
Systems, Inc.
	 	NMHG Financial
Services, Inc.
	 	“In lieu of” filing to
continue effectiveness of
the following financing
statement:
	 

	 	 	 	 	 	 	 	 	 	Huron County, OH; File
No: 000083333; 10/10/00
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	AMEND
	 	50822487

3/15/05
	 	Mayflower Vehicle

Systems, LLC
	 	NMHG Financial
Services, Inc.
	 	Amendment to financing
statement No. 50469701
amending Debtor’s name
from Mayflower Vehicle
Systems, Inc. to:
	 

	 	 	 	 	 	 	 	 	 	Mayflower Vehicle

Systems, LLC
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	50469750

2/10/05
	 	Mayflower Vehicle
Systems, Inc.
	 	First Capital Leasing

— Leasing One

Corporation
	 	“In lieu of” filing to
continue effectiveness of
the following financing
statement:
	 

	 	 	 	 	 	 	 	 	 	Belmont County, OH; File
No: 20000001727; 12/5/00
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	AMEND
	 	50822461

3/15/05
	 	Mayflower Vehicle

Systems, LLC
	 	First Capital Leasing

— Leasing One

Corporation
	 	Amendment to financing
statement No. 50469750
amending Debtor’s name
from Mayflower Vehicle
Systems, Inc. to:
	 

	 	 	 	 	 	 	 	 	 	Mayflower Vehicle

Systems, LLC






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Filing	 	Date and	 	 	 	 	 	Collateral
	Jurisdiction	 	Type	 	File Number	 	Debtor	 	Secured Party	 	Description
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	50495789

2/11/05
	 	Mayflower Vehicle
Systems, Inc.
	 	Sterling Bank & Trust
	 	“In lieu of” filing to
continue effectiveness of
the following financing
statement:
	 

	 	 	 	 	 	 	 	 	 	Cleveland County; File
No: 000877; 7/28/00
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	AMEND
	 	50822479

3/15/05
	 	Mayflower Vehicle

Systems, LLC
	 	Sterling Bank & Trust
	 	Amendment to financing
statement No. 50495789
amending Debtor’s name
from Mayflower Vehicle
Systems, Inc. to:
	 

	 	 	 	 	 	 	 	 	 	Mayflower Vehicle

Systems, LLC
	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	50814815

3/15/05
	 	Mayflower Vehicle
Systems, Inc.
	 	GFC Leasing, A
Division of Gordon
Flesch Company, Inc.
	 	“In lieu of” filing to
continue effectiveness of
the following financing
statement:
	 

	 	 	 	 	 	 	 	 	 	Huron County, OH; File
No: 000082659; 4/24/00
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	AMEND
	 	50822404

3/15/05
	 	Mayflower Vehicle

Systems, LLC
	 	GFC Leasing, A
Division of Gordon
Flesch Company, Inc.
	 	Amendment to financing
statement No. 50814815
amending Debtor’s name
from Mayflower Vehicle
Systems, Inc. to:
	 

	 	 	 	 	 	 	 	 	 	Mayflower Vehicle

Systems, LLC
	 
	 	 	 	 	 	 	 	 	 	 
	IA — Secretary of State
Through: 11/07/2008

	 	UCC
	 	E599388

4/21/04
	 	Monona Wire Corporation
	 	US Bancorp
	 	Specific leased equipment

Filing for informational

purposes only
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	41531468

5/14/04
	 	National Seating Company
	 	Safeco Credit Co. Inc.
DBA Safeline Leasing
	 	“In-Lieu” financing
statement to continue the
effectiveness of:
	 

	 	 	 	 	 	 	 	 	 	TN SOS; File No:
	 

	 	 	 	 	 	 	 	 	 	993-050571; 10/5/99
Specific leased equipment
Filed for precautionary
purposes






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Filing	 	Date and	 	 	 	 	 	Collateral
	Jurisdiction	 	Type	 	File Number	 	Debtor	 	Secured Party	 	Description
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	42280719

8/12/04
	 	National Seating Company
	 	American Packaging
Capital, Inc.
	 	Specific leased equipment
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	42625202

9/20/04
	 	National Seating Company
	 	Safeco Credit Co. Inc.
DBA Safeline Leasing
	 	“In-Lieu” financing
statement to continue the
effectiveness of:
	 

	 	 	 	 	 	 	 	 	 	TN SOS; File No:
	 

	 	 	 	 	 	 	 	 	 	993-050572; 10/5/99
Specific leased equipment
Filed for precautionary
purposes
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	50020900

1/4/05
	 	National Seating Company
	 	De Lage Landen
Financial Services,
Inc.
	 	Specific equipment
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	50319393

1/28/05
	 	National Seating Company
	 	De Lage Landen
Financial Services,
Inc.
	 	Specific leased equipment

Filed for precautionary

purposes
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	53162006

10/5/05
	 	National Seating Company
	 	CIT Group/Specific

equipment Financing,
	 	“In-Lieu of Continuation”
for the following:
	 

	 	 	 	 	 	 	 	Inc.
	 	TN SOS; File No:
	 

	 	 	 	 	 	 	 	 	 	101012025; 1/8/01
Specific equipment
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	60241570

1/20/06
	 	National Seating Company
	 	Citicapital

Commercial Leasing

Corporation
	 	“In-Lieu of Continuation”
for the following:
	 

	 	 	 	 	 	 	 	 
	 	TN SOS; File No:
	 

	 	 	 	 	 	 	 	 	 	101-015202; 1/30/01
Specific equipment
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	62440584

7/14/06
	 	National Seating Company
	 	De Lage Landen
Financial Services,
Inc.
	 	Specific leased equipment

Filed for precautionary

purposes
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	72754199

7/23/07
	 	National Seating Co
	 	US Bancorp
	 	Specific leased equipment

Filed for informational

purposes only
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	71232932

4/3/07
	 	Sprague Devices, Inc.
	 	Citicorp Vendor
Finance, Inc.
	 	Specific leased equipment

Filed for notification

purposes only






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Filing	 	Date and	 	 	 	 	 	Collateral
	Jurisdiction	 	Type	 	File Number	 	Debtor	 	Secured Party	 	Description
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	21709405

6/13/02
	 	Trim Systems, LLC
	 	Dell Financial
Services, L.P.
	 	Specific leased equipment
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	CONT
	 	71735462

5/8/07
	 	Trim Systems, LLC
	 	Dell Financial
Services, L.P.
	 	Continuation of financing
statement No. 21709405
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	40647927

3/8/04
	 	Trim Systems, L.L.C.
	 	Toyota Motor Credit

Corporation
	 	Specific leased equipment

Filed as a precaution
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	41543661

4/12/04
	 	Trim Systems, L.L.C.
	 	Toyota Motor Credit
Corporation
Vesco Industrial
Trucks of Hickory,
Inc.
	 	Specific leased equipment

Filed as a precaution
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	42934943

10/19/04
	 	Trim Systems, Inc.
	 	Toyota Motor Credit

Corporation
	 	Specific equipment
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	41694431

6/2/04
	 	Trim Systems Operating

Corp
	 	IOS Capital
	 	Specific leased equipment

Filed for precautionary

purposes
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	41981150

7/13/04
	 	Trim Systems Operating

Corp
	 	IOS Capital
	 	Specific leased equipment

Filed for precautionary

purposes
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	42907758

10/7/04
	 	Trim Systems Operating

Corp
	 	IOS Capital
	 	Specific leased equipment

Filed for precautionary

purposes
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	50545468

2/11/05
	 	Trim Systems Operating

Corp
	 	IOS Capital
	 	Specific leased equipment

Filed for precautionary

purposes
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	51463646

4/29/05
	 	Trim Systems Operating

Corp
	 	IOS Capital
	 	Specific leased equipment

Filed for precautionary

purposes






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Filing	 	Date and	 	 	 	 	 	Collateral
	Jurisdiction	 	Type	 	File Number	 	Debtor	 	Secured Party	 	Description
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	52869015

9/16/05
	 	Trim Systems Operating

Corp
	 	IOS Capital
	 	Specific leased equipment

Filed for precautionary

purposes
	 
	 	 	 	 	 	 	 	 	 	 
	DE — Secretary of State
Through: 10/31/2008

	 	UCC
	 	53231645

10/19/05
	 	Trim Systems Operating

Corp
	 	IOS Capital
	 	Specific leased equipment

Filed for precautionary

purposes







	2.	 	Mortgage on property located at 301 West Spruce Street, Monona, IA 52159 made by Monona Wire
Corporation in favor of the City of Monona.
	 
	3.	 	Mortgage on property located at 200 National Drive, Vonore, TN 37885 made by National Seating
Company in favor of BankBoston, N.A.
	 
	4.	 	The liens described on Exhibit A to these disclosure schedules.






 











 





SCHEDULE 10.2.5




PERMITTED INVESTMENTS





	1.	 	The Investments described on Exhibit A to these disclosure schedules.
	 
	2.	 	The following intercompany loans:





	 	 	 	 	 	 	 
	Intercompany borrower	 	Intercompany lender	 	Amount Outstanding
	PEKM Kabeltechnik s.r.o.
	 	CVG Management Corporation	 	$	2,366,058	 
	PEKM Kabeltechnik s.r.o.
	 	CVG Czech I	 	€	1,024,931.50	 
	PEKM Kabeltechnik s.r.o.
	 	C.I.E.B. Kahovec spol. s.r.o.	 	$	544,560	 
	KAB Seating Limited
	 	JMH Limited (Dormant)	 	£	1,732,231	 
	KAB Seating Limited
	 	BB Seating Limited (Dormant)	 	£	206,875	 
	KAB Seating Limited
	 	Bostrom International Limited	 	£	8,314,600	 
	Bostrom Limited
	 	Bostrom International Limited	 	£	5,265,815	 
	Bostrom Limited
	 	KAB Seating Limited	 	£	2,766,392	 
	Commercial Vehicle
Systems Limited
	 	KAB Seating Limited	 	£	23,498,423	 
	Commercial Vehicle Systems Limited
	 	Bostrom Limited	 	£	4,491,232	 
	Bostrom Limited
	 	KAB Seating, Pty (Australia)	 	£	157,550	 
	Commercial Vehicle
Systems Limited
	 	CVS Holdings Limited	 	£	26,612,820	 
	Bostrom Specialist
Engineering Limited
(Dormant)
	 	KAB Seating Limited	 	£	123,050	 
	Bostrom Specialist Engineering Limited
(Dormant)
	 	Bostrom Limited	 	£	878,926	 
	Bostrom Specialist Engineering Limited
(Dormant)
	 	KAB Seating Limited	 	£	5,750	 
	Bostrom Specialist Engineering Limited
(Dormant)
	 	Bostrom Limited	 	£	1,383,075	 
	KAB Seating Limited
	 	Corvus Suspension Products Limited (Dormant)	 	£	50,201	 
	Corvus Suspension
Products Limited
(Dormant)
	 	Bostrom Limited	 	£	776,381	 
	KAB Seating Limited
	 	KAB Components Limited  (Dormant)	 	£	52,327	 
	KAB Components Limited (Dormant)
	 	Bostrom Limited	 	£	2,311,595	 







 









 






	 	 	 	 	 	 	 
	Intercompany borrower	 	Intercompany lender	 	Amount Outstanding
	Bostrom
Specialist Engineering Limited
(Dormant)
	 	KAB Seating Limited	 	£	82,800	 
	Bostrom Limited
	 	Bostrom Specialist	 	£	464,452	 
	 
	 	Engineering Limited (Dormant)	 	 	 	 
	KAB Tooling
Limited (Dormant)
	 	KAB Seating Limited	 	£	717	 
	KAB Tooling
Limited  (Dormant)
	 	Bostrom Limited	 	£	118,882	 
	KAB Pressing
Limited (Dormant)
	 	KAB Seating Limited	 	£	3,414,961	 
	KAB Pressing
Limited (Dormant)
	 	Bostrom Limited	 	£	4,016,511	 
	KAB Seating Limited
	 	Bostrom Specialist	 	£	2,731	 
	 
	 	Engineering Limited (Dormant)	 	 	 	 
	KAB Seating Limited
	 	KAB Pressing Limited (Dormant)	 	£	1,344,469	 
	KAB Pressing
Limited (Dormant)
	 	Bostrom Limited	 	£	887,591	 
	KAB Seating Limited
	 	KAB Pressing Limited (Dormant)	 	£	74,298	 
	Kab Seating,
L.L.C. (Dormant)
	 	Bostrom Limited	 	£	641	 
	KAB Seating Limited
	 	Commercial Vehicle Group, Inc.	 	£	9,582,495	 
	Commercial
Vehicle Group, Inc.
	 	Bostrom Limited	 	£	6,287,736	 
	Commercial
Vehicle Group, Inc.
	 	Commercial Vehicle Systems	 	£	3,021,951	 
	 
	 	Limited	 	 	 	 
	CVG Vehicle
Components (Shanghai) Co. Ltd. (China)
	 	CVG International Holdings,	 	$	901,735	 
	
	 	Inc. (Barbados)	 	 	 	 








	3.	 	To the extent any intercompany loan set forth above in Item 2 of this Schedule 10.2.5 is
reclassified, converted or replaced by capital contributions, only as pursuant to the
definition of “Restricted Investments,” such capital contributions.






 









 








SCHEDULE 10.2.7




PERMITTED ASSET DISPOSITIONS





	1.	 	Any and all Asset Dispositions related to the closing of the facility operated by CVG CS S.
de R.L. de C.V. located at Carretera Tepa-Arandas #115, Capilla de Guadelupe, Jalisco, Mexico.






 









 








SCHEDULE 10.2.15




RESTRICTIVE AGREEMENTS





	1.	 	The Indenture dated as of July 6, 2005, between Commercial Vehicle Group, Inc. and U.S. Bank
National Association, as Trustee, with respect to Commercial Vehicle Group Inc.’s 8% Senior
Notes Due 2013 and related guarantees and Refinancing Debt (subject to the Refinancing
Conditions).






 









 








SCHEDULE 10.2.18




EXISTING AFFILIATE TRANSACTIONS





	1.	 	Freight services arrangement between Commercial Vehicle Group, Inc. and Group Transportation
Services Holdings, Inc., dated as of August 18, 2008, approved by the Audit Committee of
Commercial Vehicle Group, Inc. on April 21, 2008.






 









 








SCHEDULE 11




MANDATORY COST FORMULA





	1.	 	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of
compliance with (a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of its functions)
or (b) the requirements of the European Central Bank.
	 
	2.	 	On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall
calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in
accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the
Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to
the percentage participation of each Lender in the relevant Loan) and will be expressed as a
percentage rate per annum.
	 
	3.	 	The Additional Cost Rate for any Lender lending from a Facility Office in a Participating
Member State will be the percentage notified by that Lender to the Agent. This percentage
will be certified by that Lender in its notice to the Agent to be its reasonable determination
of the cost (expressed as a percentage of that Lender’s participation in all Loans made from
that Facility Office) of complying with the minimum reserve requirements of the European
Central Bank in respect of loans made from that Facility Office.
	 
	4.	 	The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom
will be calculated by the Agent as follows:






	 	(a)	 	in relation to a Loan made in Pounds Sterling:





	 	 	 
	AB
+ C(B
– D) + E x 0.01
 

100 – (A + C)

	 	per cent. per annum







	 	(b)	 	in relation to a Loan in any currency other than Pounds Sterling:





	 	 	 
	E x 0.001
 

300

	 	per cent. per annum







	 	 	Where:






	 	A	 	 is the percentage of Eligible Liabilities (assuming these to be in excess of
any stated minimum) which that Lender is from time to time required to maintain as an
interest-free cash ratio deposit with the Bank of England to comply with cash ratio
requirements;
	 
	 	B	 	 is the percentage rate of interest (excluding the Applicable Margin and the
Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest




 









 






	 	 	 	specified in paragraph (a) of clause
[•] (Default Interest) payable for the relevant
Interest Period on the Loan;






	 	C	 	 is the percentage (if any) of Eligible Liabilities which that Lender is
required from time to time to maintain as interest-bearing Special Deposits with the
Bank of England;
	 
	 	D	 	 is the percentage rate per annum payable by the Bank of England to the Agent on
interest-bearing Special Deposits; and
	 
	 	E	 	 is the rate of charge payable by that Lender to the Financial Services
Authority pursuant to the Fees Regulations (but, for this purpose, ignoring any minimum
fee required pursuant to the Fees Regulations) and expressed in Pounds Sterling per
£1,000,000 of the Fee Base of that Lender.






	5.	 	For the purposes of this Schedule:






	 	(a)	 	“Eligible Liabilities” and “Special Deposits” have the meanings given to them
from time to time under or pursuant to the Bank of England Act 1998 or (as may be
appropriate) by the Bank of England.
	 
	 	(b)	 	“Fees Regulations” means the Banking Supervision (Fees) Regulations 2001 or
such other law or regulation as may be in force from time to time in respect of the
payment of fees for banking supervision.
	 
	 	(c)	 	“Fee Base” has the meaning given to it, and will be calculated in accordance
with, the Fees Regulations.






	6.	 	In application of the above formula, A, B, C and D will be included in the formula as
percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A
negative result obtained by subtracting D from B shall be taken as zero. The resulting
figures shall be rounded to four decimal places.
	 
	7.	 	Each Lender shall supply any information required by the Agent for the purpose of calculating
its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the
following information in writing on or prior to the date on which it becomes a Lender:






	 	(a)	 	its jurisdiction of incorporation and the jurisdiction of its Facility Office;
and
	 
	 	(b)	 	any other information that the Agent may reasonably require for such purpose.






	 	 	Each Lender shall promptly notify the Agent in writing of any change to the information
provided by it pursuant to this paragraph.
	 
	8.	 	The percentages of rates of charge of each Lender for the purposes of A, C and E above shall
be determined by the Agent based upon the information supplied to it pursuant to paragraph 7
above and on the assumption that, unless a Lender notifies the Agent to the




 









 






	 	 	contrary, each Lender’s obligations in relation to cash ratio deposits, Special Deposits and
the Fees Regulations are the same as those of a typical bank from its jurisdiction of
incorporation with a Facility Office in the same jurisdiction as its Facility Office.






	9.	 	The Agent shall have no liability to any person if such determination results in an
Additional Cost Rate which over or under compensates any Lender and shall be entitled to
assume that the information provided by any Lender pursuant to paragraphs 3 and 7 above is
true and correct in all respects.
	 
	10.	 	The Agent shall distribute the additional amounts received as a result of the Mandatory Cost
to the Lenders on the basis of the Additional Cost Rate for each Lender based on the
information provided by each Lender pursuant to paragraphs 3 and 7 above.
	 
	11.	 	Any determination by the Agent pursuant to this Schedule in relation to a formula, the
Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the
absence of manifest error, be conclusive and binding on all Parties.
	 
	12.	 	The Agent may from time to time, after consultation with the Company and the Lenders,
determine and notify to all Parties any amendments which are required to be made to this
Schedule in order to comply with any change in law, regulation or any requirements from time
to time imposed by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in any case, any other authority which replaces all or any of its functions)
and any such determination shall, in the absence of manifest error, be conclusive and binding
on all Parties.






 









 








SCHEDULE 11.1




ITEMS NOT CONSTITUTING AN EVENT OF DEFAULT





	1.	 	That certain judgment against National Seating Company issued on May 13, 2003 by the Regional
Court in Karlsruhe, Germany in favor of Vogelsitze GmbH for damages, accrued interest and
interest accruing after such judgment.






 









 








EXHIBIT
A


Attached.





 











 








	

Current Structure























 








	

UK Uncheck Planning

KAB IP Sale
















Steps:

KAB Seating Ltd. ("KAB") forms a
new UK company ("UK IP Co.").

KAB sells its identifiable intellectual
property (assumed value of $10M) to
UK IP Co. for preferred shares
(treated as §351(g) stock for US
federal income tax purposes).








 








	

UK Uncheck Planning

KAB IP Sale (cont.)
















Step:

KAB uses the preferred shares
received in Step 2 to repay $10M of
the $19M it owes to Commercial
Vehicle Group, Inc. ("CVG, Inc.").

UK IP Co. enters into a license
agreement with KAB.








 








	

UK Uncheck Planning

UK Holdco Formation
















Steps:

Bostrom Ltd. ("Bostrom") forms a
new UK company ("UK Holdco").

UK Holdco elects to be treated as a
disregarded entity for US federal
income tax purposes as its initial
classification.













 








	

UK Uncheck Planning

KAB Debt Transfers
















Steps:

CVG, Inc. sells its $9M payable due
from KAB to CVS Holdings, Ltd. for a
$9M note.

CVS Holdings, Ltd. contributes its
$9M payable due from KAB to
Commercial Vehicle Systems Limited
("CVS Limited") in exchange for
additional common shares.

CVS Limited contributes its $9M
payable due from KAB to Bostrom in
exchange for additional common
shares. (alternatively, CVS Limited
could use the $9M payable to pay off
its note payable due to Bostrom)

Bostrom contributes its $9M payable
due from KAB to UK Holdco in
exchange for additional common
shares.









 








	

UK Uncheck Planning

KAB Contribution
















Step:

11. Bostrom contributes KAB to UK
Holdco in exchange for additional
common shares, with UK Holdco
assuming KAB's £2.8M payable due
from Bostrom.













 








	

UK Uncheck Planning

UK Holdco Uncheck Election
















Step:

UK Holdco elects to be treated as a
regarded entity for US federal income
tax purposes.





















 








	

Resulting Structure