SECOND LIEN CREDIT AGREEMENT



 





Exhibit 4.4




Execution Version




SECOND LIEN CREDIT AGREEMENT




DATED AS OF MARCH 16, 2004




By and Among




TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.,

as Borrower,




THE LENDERS PARTY HERETO FROM TIME TO TIME,

as Lenders,




AND




LEHMAN BROTHERS INC.,

as Joint Bookrunner and Joint Lead Arranger,




LEHMAN COMMERCIAL PAPER INC.,

As Co-Syndication Agent




WACHOVIA CAPITAL MARKETS, LLC,

as Co-Syndication Agent, Joint Bookrunner and Joint Lead Arranger,




CREDIT SUISSE FIRST BOSTON,

as Administrative Agent, Collateral Agent, Joint Bookrunner and Joint Lead Arranger




$100,000,000 SECOND LIEN SECURED CREDIT FACILITY




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page

	 
	 	SECTION 1.	 	 	 	 
	 
	 	DEFINITIONS	 	 	 	 
	1.1
	 	Certain Defined Terms	 	 	1	 
	1.2
	 	Defined Terms; Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement	 	 	22	 
	 
	 	SECTION 2.	 	 	 	 
	 
	 	AMOUNTS AND TERMS OF COMMITMENTS AND TERM LOANS	 	 	 	 
	2.1
	 	Term Loans	 	 	22	 
	2.2
	 	Interest on the Term Loans	 	 	23	 
	2.3
	 	Fees	 	 	25	 
	2.4
	 	Repayments and Prepayments; General Provisions Regarding Payments	 	 	26	 
	2.5
	 	Use of Proceeds	 	 	31	 
	2.6
	 	Special Provisions Governing Eurodollar Rate Loans	 	 	31	 
	2.7
	 	Increased Costs; Taxes	 	 	33	 
	2.8
	 	Mitigation Obligations; Replacement of Lenders	 	 	35	 
	 
	 	SECTION 3.	 	 	 	 
	 
	 	[INTENTIONALLY OMITTED]	 	 	 	 
	 
	 	SECTION 4.	 	 	 	 
	 
	 	CONDITIONS TO EFFECTIVENESS	 	 	 	 
	4.1
	 	Conditions to Effectiveness	 	 	35	 
	 
	 	SECTION 5.	 	 	 	 
	 
	 	REPRESENTATIONS AND WARRANTIES	 	 	 	 
	5.1
	 	Organization, Powers, Qualification, Good Standing, Business and Subsidiaries	 	 	40	 
	5.2
	 	Authorization, Etc.	 	 	41	 
	5.3
	 	Financial Condition; Projections	 	 	42	 
	5.4
	 	No Material Adverse Change; No Restricted Payments	 	 	43	 
	5.5
	 	Title to Properties; Liens; Real Property; Intellectual Property	 	 	43	 
	5.6
	 	Litigation; Adverse Facts	 	 	44	 
	5.7
	 	Payment of Taxes	 	 	44	 
	5.8
	 	Performance of Agreements; Materially Adverse Agreements	 	 	44	 
	5.9
	 	Governmental Regulation	 	 	44	 
	5.10
	 	Securities Activities	 	 	44	 
	5.11
	 	ERISA	 	 	45	 
	5.12
	 	Certain Fees	 	 	45	 
	5.13
	 	Environmental Matters	 	 	45	 
	5.14
	 	Employee Matters	 	 	46	 
	5.15
	 	Solvency	 	 	46	 
	5.16
	 	Transaction Documents	 	 	46	 
	5.17
	 	Disclosure	 	 	47	 
	5.18
	 	Indebtedness	 	 	47	 







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	 	 	 	 	Page

	 
	 	SECTION 6.	 	 	 	 
	 
	 	AFFIRMATIVE COVENANTS	 	 	 	 
	6.1
	 	Financial Statements and Other Reports	 	 	47	 
	6.2
	 	Corporate Existence	 	 	50	 
	6.3
	 	Payment of Taxes and Claims; Tax Consolidation	 	 	51	 
	6.4
	 	Maintenance of Properties; Insurance	 	 	51	 
	6.5
	 	Inspection; Lender Meeting	 	 	51	 
	6.6
	 	Compliance with Laws, Etc.	 	 	52	 
	6.7
	 	Environmental Laws	 	 	52	 
	6.8
	 	[Intentionally Omitted]	 	 	52	 
	6.9
	 	Execution of Guaranty and Collateral Documents by Future Domestic Subsidiaries	 	 	52	 
	6.10
	 	Interest Rate Protection	 	 	53	 
	6.11
	 	Further Assurances	 	 	53	 
	6.12
	 	Matters Relating to Additional and Closing Real Property Collateral	 	 	53	 
	6.13
	 	Cash Concentration and Lockbox System	 	 	55	 
	6.14
	 	Credit Rating	 	 	55	 
	6.15
	 	Post-Closing Covenant	 	 	55	 
	 
	 	SECTION 7.	 	 	 	 
	 
	 	NEGATIVE COVENANTS	 	 	 	 
	7.1
	 	Indebtedness	 	 	56	 
	7.2
	 	Liens	 	 	57	 
	7.3
	 	Investments	 	 	57	 
	7.4
	 	Nature of Business	 	 	57	 
	7.5
	 	Restricted Payments	 	 	57	 
	7.6
	 	Financial Covenant	 	 	58	 
	7.7
	 	Restriction on Asset Dispositions	 	 	59	 
	7.8
	 	Merger; Sale of Substantially all Assets	 	 	59	 
	7.9
	 	[Intentionally Omitted]	 	 	61	 
	7.10
	 	Transactions with Shareholders and Affiliates	 	 	61	 
	7.11
	 	Ownership of Subsidiary Stock	 	 	61	 
	7.12
	 	Limitation on Restricted Actions	 	 	61	 
	7.13
	 	Modifications of Organizational Certificate, Preferred Stock	 	 	62	 
	7.14
	 	Fiscal Year; Organizational Documents	 	 	62	 
	 
	 	SECTION 8.	 	 	 	 
	 
	 	EVENTS OF DEFAULT	 	 	 	 
	8.1
	 	Failure to Make Payments When Due	 	 	62	 
	8.2
	 	Default in Other Agreements	 	 	62	 
	8.3
	 	Breach of Certain Covenants	 	 	62	 
	8.4
	 	Breach of Warranty	 	 	63	 
	8.5
	 	[Intentionally Omitted]	 	 	63	 
	8.6
	 	Involuntary Bankruptcy; Appointment
of Receiver, Etc.	 	 	63	 
	8.7
	 	Voluntary Bankruptcy; Appointment
of Receiver, Etc.	 	 	63	 
	8.8
	 	Judgments and Attachments	 	 	63	 
	8.9
	 	Dissolution	 	 	64	 
	8.10
	 	Employee Benefit Plans	 	 	64	 
	8.11
	 	[Intentionally Omitted]	 	 	64	 
	8.12
	 	Invalidity of Guaranties	 	 	64	 
	8.13
	 	Failure of Security	 	 	64	 







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	 	 	 	 	Page

	 
	 	SECTION 9.	 	 	 	 
	 
	 	AGENTS	 	 	 	 
	9.1
	 	Appointment	 	 	65	 
	9.2
	 	Rights as a Lender	 	 	66	 
	9.3
	 	Exculpatory Provisions	 	 	66	 
	9.4
	 	Reliance by the Agents	 	 	66	 
	9.5
	 	Delegation of Duties	 	 	67	 
	9.6
	 	Resignation of Administrative Agent and/or Collateral Agent	 	 	67	 
	9.7
	 	Collateral Documents	 	 	67	 
	9.8
	 	Non-Reliance on Agents and Other Lenders	 	 	68	 
	 
	 	SECTION 10.	 	 	 	 
	 
	 	MISCELLANEOUS	 	 	 	 
	10.1
	 	Assignments and Participations in Term Loans	 	 	68	 
	10.2
	 	Expenses; Indemnity; Damage Waiver	 	 	70	 
	10.3
	 	Right of Set-Off; Security Interest in Deposit Accounts	 	 	71	 
	10.4
	 	Sharing of Payments by Lenders	 	 	72	 
	10.5
	 	Amendments and Waivers	 	 	72	 
	10.6
	 	Independence of Covenants	 	 	73	 
	10.7
	 	Notices	 	 	74	 
	10.8
	 	Survival of Representations, Warranties and Agreements	 	 	74	 
	10.9
	 	Failure or Indulgence Not Waiver; Remedies Cumulative	 	 	74	 
	10.10
	 	Marshalling; Payments Set Aside	 	 	75	 
	10.11
	 	Severability	 	 	75	 
	10.12
	 	Obligations Several; Independent Nature of the Lenders’ Rights	 	 	75	 
	10.13
	 	Maximum Amount	 	 	75	 
	10.14
	 	Headings	 	 	76	 
	10.15
	 	Applicable Law	 	 	76	 
	10.16
	 	[Intentionally Omitted]	 	 	76	 
	10.17
	 	Consent to Jurisdiction and Service of Process	 	 	76	 
	10.18
	 	Waiver of Jury Trial	 	 	76	 
	10.19
	 	Confidentiality	 	 	77	 
	10.20
	 	Counterparts; Integration; Effectiveness; Electronic Execution	 	 	77	 







EXHIBITS




	 	 	 
	I

	 	FORM OF NOTICE OF BORROWING
	II

	 	FORM OF NOTICE OF CONVERSION/CONTINUATION
	III

	 	[INTENTIONALLY OMITTED]
	IV

	 	FORM OF TERM NOTE
	V

	 	FORM OF SUBSIDIARY GUARANTY
	VI

	 	FORM OF SECOND LIEN PLEDGE AGREEMENT
	VII

	 	FORM OF SECOND LIEN SECURITY AGREEMENT
	VIII

	 	FORM OF COMPLIANCE CERTIFICATE
	IX

	 	FORM OF OPINIONS OF COUNSEL TO LOAN PARTIES
	X

	 	FORM OF FINANCIAL CONDITION CERTIFICATE
	XI

	 	FORM OF ASSIGNMENT AGREEMENT
	XII

	 	FORM OF COLLATERAL ACCOUNT AGREEMENT
	XIII

	 	FORM OF MORTGAGE
	XIV

	 	FORM OF INTERCREDITOR AGREEMENT







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SCHEDULES




	 	 	 
	1.1(a)

	 	CERTAIN ADJUSTMENTS
	1.1(b)

	 	MANAGEMENT SHAREHOLDERS
	2.1A

	 	TERM LOAN COMMITMENTS
	4.1F

	 	PLEDGED SHARES
	4.1G

	 	CLOSING DATE MORTGAGED PROPERTIES
	4.1Q

	 	CORPORATE STRUCTURE; CAPITAL STRUCTURE; OWNERSHIP
	5.1D

	 	REGISTRATION RIGHTS AGREEMENTS
	5.4

	 	CERTAIN PRE-CLOSING RESTRICTED PAYMENTS
	5.5B

	 	REAL PROPERTY
	5.13

	 	CERTAIN ENVIRONMENTAL MATTERS
	6.13

	 	CASH MANAGEMENT SYSTEM
	6.15

	 	CERTAIN POST-CLOSING ITEMS
	7.1

	 	CERTAIN EXISTING INDEBTEDNESS
	7.2

	 	CERTAIN EXISTING LIENS
	7.3

	 	CERTAIN EXISTING INVESTMENTS
	7.10

	 	CERTAIN AFFILIATE TRANSACTIONS







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TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.




SECOND LIEN CREDIT AGREEMENT




     This SECOND LIEN CREDIT AGREEMENT (this “Agreement”) is dated as of March
16, 2004 and entered into by and among TRANSPORTATION TECHNOLOGIES INDUSTRIES,
INC., a Delaware corporation (the “Company”), THE BANKS, FINANCIAL INSTITUTIONS
AND OTHER ENTITIES PARTY HERETO FROM TIME TO TIME AS LENDERS (each individually
referred to herein as a “Lender” and collectively as “Lenders”), LEHMAN
BROTHERS INC. (“LBI”), as joint bookrunner, joint lead arranger (in such
capacity, a “Joint Lead Arranger”), LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as
co-syndication agent (in such capacity, a “Co-Syndication Agent”), WACHOVIA
CAPITAL MARKETS, LLC (“WCM”), as joint bookrunner, joint lead arranger (in such
capacity, a “Joint Lead Arranger”), and co-syndication agent (in such capacity,
a “Co-Syndication Agent” and together with LCPI, the “Co-Syndication Agents”)
and CREDIT SUISSE FIRST BOSTON (“CSFB”), as administrative agent for the
Lenders (in such capacity, the “Administrative Agent”), as joint bookrunner,
joint lead arranger (in such capacity, a “Joint Lead Arranger” and together
with LBI and WCM, in such capacities, collectively, the “Joint Lead
Arrangers”), and as collateral agent for the Lenders (in such capacity, the
“Collateral Agent” and together with the Administrative Agent, the Joint Lead
Arrangers and the Co-Syndication Agents, collectively, the “Agents”) for the
Lenders.



RECITALS




     WHEREAS, capitalized terms used in these Recitals shall have the
respective meanings set forth for such terms in subsection 1.1;



     WHEREAS, Lenders have agreed to extend a term loan credit facility to the
Company, in an aggregate amount not to exceed $100,000,000 aggregate principal
amount of Term Loans;



     WHEREAS, the proceeds of the Term Loans will be used by the Company,
together with a portion of the proceeds of the senior first priority secured
credit facilities being entered into by the Company and the Guarantors
concurrently herewith in an aggregate principal amount equal to $165,000,000 to
(i) repay in full all obligations under the Company’s existing bank credit
facilities (the “Existing Credit Facilities”), (ii) consummate the redemption
of a portion of the Company’s outstanding Subordinated Notes in an amount up to
$25,000,000 and (iii) pay related fees and expenses in an amount up to
$8,000,000;



     WHEREAS, the Company has agreed to secure all of its Obligations by
granting to Collateral Agent, for the benefit of Secured Parties, a Second
Priority Lien on substantially all of its assets, including a pledge of all of
the Capital Stock of each of its Domestic Subsidiaries and 65% of all the
Capital Stock of each of its “first-tier” Foreign Subsidiaries, subject in each
case to Permitted Liens; and



     WHEREAS, the Guarantors have agreed to guarantee the obligations of the
Company hereunder and to secure their respective Obligations by granting to
Collateral Agent, for the benefit of Secured Parties, a Second Priority Lien on
substantially all of their respective assets, including a pledge of all of the
Capital Stock of each of their respective Domestic Subsidiaries and 65% of all
the Capital Stock of each of their respective “first-tier” Foreign
Subsidiaries.



     NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:



SECTION 1.




DEFINITIONS




1.1 Certain Defined Terms.




     The following terms used in this Agreement shall have the following
meanings:



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     “Additional Mortgage” has the meaning assigned to that term in subsection
6.12B.



     “Additional Mortgage Policy” has the meaning assigned to that term in
subsection 6.12B.



     “Additional Mortgaged Property” has the meaning assigned to that term in
subsection 6.12B.



     “Administrative Agent” has the meaning assigned to that term in the
Preamble to this Agreement.



     “Administrative Questionnaire” means an Administrative Questionnaire in a
form supplied by the Administrative Agent and delivered by Lenders.



     “Affected Lender” has the meaning assigned to that term in subsection
2.6C.



     “Affected Loans” has the meaning assigned to that term in subsection 2.6C.



     “Affiliate” means, with respect to a specified 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. For
purposes of this definition, a Person shall be deemed to “control” or be
“controlled by” a Person if such Person possesses, directly or indirectly,
power either (a) to vote 10% or more of the securities having ordinary voting
power for the election of directors of such Person or (b) to direct or cause
the direction of the management and policies of such Person whether by contract
or otherwise.



     “Agents” has the meaning assigned to that term in the Preamble to this
Agreement.



     “Agreement” means this Second Lien Credit Agreement dated as of March 16,
2004, as it may be amended, restated, supplemented or otherwise modified from
time to time.



     “Applicable Base Rate Margin” means with respect to Term Loans that are
Base Rate Loans, 6.0% per annum.



     “Applicable Eurodollar Rate Margin” means with respect to Term Loans that
are Eurodollar Rate Loans, 7.0% per annum.



     “Applicable Laws” means, collectively, all statutes, laws, rules,
regulations, ordinances, decisions, writs, judgments, decrees, and injunctions
of any Governmental Authority affecting the Company or any of its Subsidiaries
or any Collateral or any of their other assets, whether now or hereafter
enacted and in force, and all Governmental Authorizations relating thereto, and
all covenants, conditions, and restrictions contained in any instruments at any
time in force affecting any Collateral or any part thereof, including any such
covenants, conditions and restrictions which may (i) require material
improvements, repairs or alterations in or to any Real Property Asset or any
part thereof or (ii) in any material way limit the use and enjoyment of any
Real Property Asset as used or intended to be used by the Company and its
Subsidiaries.



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



     “Asset Disposition” means the disposition of any or all of the assets
(including, without limitation, the Capital Stock of a Subsidiary or any
ownership interest in a joint venture) of any Loan Party or any Subsidiary
whether by sale, lease, transfer or otherwise. The term “Asset Disposition”
shall not include (i) Specified Sales, (ii) the sale, lease or transfer of
assets permitted by subsection 7.7A(i) or A(ii), (iii) any issuance of equity
Securities, (iv) leases or subleases to third persons in the ordinary course of
business, (v) sales of other assets for aggregate consideration of less than
$250,000 with respect to any transaction or series of related transactions and
(vi) sales of assets in connection with sale leaseback transactions.



     “Assignment Agreement” means an assignment and assumption agreement in
substantially the form of Exhibit XI or in such other form as may be approved
by the Administrative Agent.



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     “Bankruptcy Code” means Title 11 of the United States Code entitled
“Bankruptcy”, as now and hereafter in effect, or any successor statute.



     “Base Rate” means, at any time, the higher of (x) the Prime Rate or (y)
the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate.



     “Base Rate Loans” means Term Loans bearing interest at rates determined by
reference to the Base Rate as provided in subsection 2.2A.



     “Business” has the meaning assigned to that term in subsection 5.13(b).



     “Business Day” means a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close; provided that, with respect to matters relating to Eurodollar Rate
Loans, the term “Business Day” shall mean a day other than a Saturday, Sunday
or other day on which commercial banks in New York City or London, England, are
authorized or required by law to close.



     “Capital Lease” means, as applied to any Person, any lease of any property
(whether real, personal or mixed) by that Person as lessee that, in conformity
with GAAP, is or are required to be accounted for as a capital lease on the
balance sheet of that Person.



     “Capital Stock” means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation),
including, without limitation, partnership interests and membership interests,
and any and all warrants, rights or options to purchase or other arrangements
or rights to acquire any of the foregoing.



     “Cash” means money, currency or a credit balance in a Deposit Account.



     “Cash Equivalents” means, as at any date of determination, (i) marketable
securities (a) issued or directly and unconditionally guaranteed as to interest
and principal by the United States Government or (b) issued by any agency of
the United States the obligations of which are backed by the full faith and
credit of the United States, in each case maturing within one year after such
date; (ii) marketable direct obligations issued by any state of the United
States of America or any political subdivision of any such state or any public
instrumentality thereof, in each case maturing within one year after such date
and having, at the time of the acquisition thereof, a rating of at least A1
from S&P or at least P1 from Moody’s; (iii) commercial paper maturing no more
than one year from the date of creation thereof and having, at the time of the
acquisition thereof, a rating of at least A1 from S&P or at least P1 from
Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within
one year after such date and issued or accepted by any Lender or by any
commercial bank organized under the laws of the United States of America or any
state thereof or the District of Columbia that (a) is at least “adequately
capitalized” (as defined in the regulations of its primary Federal banking
regulator) and (b) has Tier 1 capital (as defined in such regulations) of not
less than $100,000,000; and (v) shares of any money market mutual fund that (a)
has substantially all of its assets invested continuously in the types of
investments referred to in clauses (i) and (ii) above, (b) has net assets of
not less than $500,000,000, and (c) has the highest rating obtainable from
either S&P or Moody’s.



     “Cash Proceeds” means, with respect to any Asset Disposition, Cash
payments (including any Cash received by way of deferred payment pursuant to,
or monetization of, a note receivable or otherwise, but only as and when so
received) received from such Asset Disposition.



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



     “Change of Control” means, at any time, (i) if (a) prior to the
consummation of an initial public offering of the Capital Stock of the Company
(an “IPO”), the Permitted Holders shall cease to beneficially own and control
51% or more of the combined voting power of all of the Capital Stock of the
Company and (b) following the con-



-3-









 





summation of an IPO, any Person or any two or more Persons acting in
concert shall have acquired beneficial ownership (within the meaning of Rule
13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Capital
Stock of the Company (or other Securities convertible into such Capital Stock)
representing more of the combined voting power of all of the Capital Stock of
the Company than is owned by the Permitted Holders, (ii) any Person or “group”
(within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than
the Permitted Holders shall have obtained the power (whether or not exercised)
to elect a majority of the members of the board of directors (or similar
governing body) of the Company, (iii) the majority of the seats (other than
vacant seats) on the board of directors (or similar governing body) of the
Company cease to be occupied by Persons who either (a) were members of the
board of directors of the Company on the Closing Date or (b) were nominated for
election by a majority of the board of directors of the Company, who were
either (I) directors on the Closing Date or (II) whose election or nomination
for election was previously approved by a majority of such directors or (iv)
any “change of control” or similar event under the Subordinated Debt Documents,
the documents governing the Preferred Stock or the Second Lien Credit Agreement
shall occur.



     “Change of Control Offer” has the meaning assigned to that term in
subsection 2.4E(i).



     “Change of Control Payment Date” has the meaning assigned to that term in
subsection 2.4E(ii)(b).



     “Change of Control Prepayment Price” has the meaning assigned to that term
in subsection 2.4E(i).



     “Closing Date” means March 16, 2004.



     “Closing Date Mortgage” and “Closing Date Mortgages” have the meanings
assigned to these terms in subsection 4.1G.



     “Closing Date Mortgage Policies” has the meaning assigned to that term in
subsection 4.1G.



     “Closing Date Mortgaged Property” and “Closing Date Mortgage Properties”
have the meanings assigned to these terms in subsection 4.1G.



     “Code” means the Internal Revenue Code of 1986, as amended to the date
hereof and from time to time hereafter and any successor statute.



     “Collateral” means all of the properties and assets (including Capital
Stock) of the Company and the Guarantors in which Liens are purported to be
granted by the Collateral Documents.



     “Collateral Account” has the meaning assigned to that term in the
Collateral Account Agreement.



     “Collateral Account Agreement” means the Account Agreement executed and
delivered by the Company and the Collateral Agent from time to time,
substantially in the form of Exhibit XII, as such Collateral Account Agreement
may be amended, restated, supplemented or otherwise modified from time to time.



     “Collateral Agent” means CSFB, in its capacity as collateral agent
hereunder and under the Collateral Documents, and any successor in such
capacity.



     “Collateral Documents” means the Second Lien Pledge Agreement, the Second
Lien Security Agreement, the Collateral Account Agreement, the Mortgages, the
Intercreditor Agreement and any other documents, instruments or agreements
delivered by any Loan Party pursuant to this Agreement or any of the other Loan
Documents in order to grant or perfect liens on any assets of such Loan Party
as security for all or any of the Obligations.



     “Commitments” means the commitments of the Lenders to make Term Loans as
set forth in subsection 2.1A.



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     “Commonly Controlled Entity” means an entity, whether or not incorporated,
which is under common control with the Company within the meaning of Section
4001 of ERISA or is part of a group which includes the Company and which is
treated as a single employer under Section 414 of the Code.



     “Company” has the meaning assigned to that term in the Preamble to this
Agreement.



     “Compliance Certificate” means a certificate substantially in the form of
Exhibit VIII delivered to the Administrative Agent by the Company pursuant to
subsection 6.1(iv).



     “Consolidated Current Assets” means, as at any date of determination, the
total assets of the Company and its Subsidiaries on a consolidated basis which
may properly be classified as current assets in conformity with GAAP, excluding
Cash, Cash Equivalents and deferred income taxes to the extent otherwise
included in current assets.



     “Consolidated Current Liabilities” means, as at any date of determination,
the total liabilities of the Company and its Subsidiaries on a consolidated
basis which may properly be classified as current liabilities in conformity
with GAAP, other than (i) any liabilities that are the current portion of
Indebtedness classified as long term liabilities in conformity with GAAP and
(ii) deferred income taxes to the extent otherwise included in current
liabilities.



     “Consolidated EBITDA” means, for any period, Consolidated Net Income for
such period plus, to the extent deducted in computing such Consolidated Net
Income, the sum of, without duplication, (a) income tax expense, (b) interest
expense, amortization or write-off of debt discount and debt issuance costs and
commissions, discounts and other fees and charges associated with Indebtedness
(including the Loans), (c) depreciation and amortization expense, (d) costs and
expenses incurred in connection with the Transaction, (e) deferred directors’
fees, (f) management bonuses related to the Preferred Stock paid in connection
with the Transaction, (g) fees paid to accountants and tax advisors in
connection with any tax refund received by the Company and the re-audit of the
Company’s 2001 audited financial statements, in an aggregate amount not to
exceed $1,000,000, and (h) any non-cash charges or non-cash losses, minus, to
the extent added in computing such Consolidated Net Income, (i) any interest
income and (ii) any non-cash gains, all as determined on a consolidated basis
with respect to the Company and its Subsidiaries in accordance with GAAP.
Notwithstanding the foregoing, for purposes of determining compliance with the
relevant provisions of subsection 7.6, “Consolidated EBITDA” shall be
determined on a Pro Forma Basis.



     “Consolidated Excess Cash Flow” means, for any period, the excess of (a)
the sum of (i) Consolidated EBITDA, (ii) the Consolidated Working Capital
Adjustment and (iii) extraordinary cash income, if any, not included in
Consolidated EBITDA, over (b) the sum of (i) provisions for taxes based on
income, (ii) cash capital expenditures made during such Fiscal Year, (iii) cash
interest paid during such Fiscal Year, (iv) Scheduled Funded Debt Payments and,
in the case of purchase money Indebtedness only, mandatory principal repayments
of Indebtedness made during such Fiscal Year, (v) prepayments of the principal
of any Indebtedness during such period (other than Indebtedness that is repaid
with the proceeds of any Equity Issuances or other Indebtedness incurred by the
Company or any of its Subsidiaries), but only to the extent that such prepaid
amounts cannot by their terms be reborrowed or redrawn and do not occur in
connection with a refinancing of all or any portion of such Indebtedness, (vi)
extraordinary cash expenses paid, if any, not included in Consolidated EBITDA,
(vii) cash consideration paid for Permitted Acquisitions during such Fiscal
Year except to the extent financed with the proceeds of Indebtedness or the
issuance of securities and (viii) Permitted Investments under paragraphs (vi)
and (vii) of the definition thereof made in cash during such Fiscal Year.



     “Consolidated Interest Expense” means, for any period, the gross interest
expense accrued or paid by the Company and its Subsidiaries during such period,
determined on a consolidated basis in accordance with GAAP. For purposes of
the foregoing, gross interest expense shall be determined exclusive of the
amortization or write-off of deferred financing costs and the amortization
thereof (including with respect to those items described in clause (b) of the
definition of Consolidated EBITDA), accrued deferred interest under the
Subordinated Debt, accrued pay-in-kind (“PIK”) dividends with respect to the
Preferred Stock to the extent the same are required to be treated as interest
in accordance with GAAP and after giving effect to any net payments made or
received by the Company and its Subsidiaries with respect to Hedge Agreements;
provided, that Consolidated Interest Expense shall be subject to



-5-









 





the adjustment set forth on Schedule 1.1(a). “Consolidated Interest
Expense” shall be determined on a Pro Forma Basis.



     “Consolidated Net Income” means, for any period, net income or loss of the
Company and its Subsidiaries for such period (determined prior to giving effect
to any dividends paid or accrued in respect of the PIK Preferred Stock)
determined on a consolidated basis in accordance with GAAP; provided, that
there shall be excluded (a) the income of any Person in which any other Person
(other than the Company or any of its Subsidiaries or any director holding
qualifying shares in compliance with applicable law) has a joint interest, to
the extent of such interest held by Persons other than the Company and its
Subsidiaries in such Person, (b) the income (or loss) of any Person accrued
prior to the date it becomes a Subsidiary or is merged into or consolidated
with the Company or any of its Subsidiaries or the date that Person’s assets
are acquired by the Company or any of its Subsidiaries, (c) any after tax gains
or losses attributable to sales of assets out of the ordinary course of
business and (d) (to the extent not included in clauses (a) through (c) above)
any non-cash extraordinary gains or non-cash extraordinary losses.



     “Consolidated Working Capital” means, as at any date of determination, the
excess of Consolidated Current Assets over Consolidated Current Liabilities.



     “Consolidated Working Capital Adjustment” means, for any period on a
consolidated basis, the amount (which may be a negative number) by which
Consolidated Working Capital as of the beginning of such period exceeds (or is
less than) Consolidated Working Capital as of the end of such period.



     “Contractual Obligation” means, as applied to any Person, any provision of
any indenture, mortgage, deed of trust, contract, undertaking or other
agreement or instrument to which such Person is a party or to which such Person
or any of its assets is subject.



     “Co-Syndication Agent” has the meaning assigned to that term in the
Preamble to this Agreement.



     “CSFB” has the meaning assigned to that term in the Preamble to this
Agreement.



     “Default” means a condition or event that, after notice or after any
applicable grace period has lapsed, or both, would constitute an Event of
Default.



     “Deposit Account” means a demand, time, savings, passbook or like account
with a bank, savings and loan association, credit union or like organization,
other than an account evidenced by a negotiable certificate of deposit.



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



     “Domestic Subsidiary” means any Subsidiary of the Company incorporated,
formed or organized under the laws of any jurisdiction within the United States
of America or any territory thereof.



     “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c)
an Approved Fund; (d) a commercial bank organized under the laws of the United
States, or any State thereof, and having a combined capital and surplus of at
least $250,000,000; (e) a savings and loan association or savings bank
organized under the laws of the United States, or any State thereof, and having
a combined capital and surplus of at least $250,000,000; (f) a commercial bank
organized under the laws of any other country that is a member of the OECD or
has concluded special lending arrangements with the International Monetary Fund
associated with its General Arrangements to Borrow or a political subdivision
of any such country, and having a combined capital and surplus of at least
$250,000,000, so long as such bank is acting through a branch or agency located
in the United States; (g) a finance company, insurance company or other
financial institution or fund (whether a corporation, partnership, trust or
other entity) that is engaged in making, purchasing or otherwise holding
commercial loans in the ordinary course of its business and having a combined
capital and surplus of at least $250,000,000 or an Approved Fund thereof and
(h) any other Person (other than a natural person) approved by (i) the
Administrative Agent and (ii) unless an Event of Default has occurred and is
continuing, the Company (each such approval not to be unreasonably withheld or
delayed and such approval to be deemed to have been given if a response is not
received within five Business Days from the date on



-6-









 





which request for approval was received by the applicable Person);
provided, that notwithstanding the foregoing, “Eligible Assignee” shall not
include the Company or any of the Company’s Affiliates or Subsidiaries.



     “Environmental Laws” means any and all applicable foreign, Federal, state,
local or municipal laws, rules, orders, regulations, statutes, ordinances,
codes, decrees, requirements of any Governmental Authority or other Requirement
of Law (including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health or the environment,
as now or may at any time be in effect during the term of this Agreement.



     “Equity Proceeds” means the cash proceeds (net of underwriting discounts
and commissions and other reasonable costs associated therewith) from the
issuance of any Capital Stock or other equity securities of, or the making of
any capital contribution to, the Company after the Closing Date.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute.



     “Eurocurrency Reserve Requirements” means, for each Interest Period for
each Eurodollar Rate Loan, the highest reserve percentage applicable to any
Lender during such Interest Period under regulations issued from time to time
by the Board of Governors of the Federal Reserve System or any successor for
determining the maximum reserve requirement (including, without limitation, any
emergency, supplemental or other marginal reserve requirement), with respect to
liabilities or assets consisting of or including Eurocurrency liabilities
having a term equal to such Interest Period.



     “Eurodollar Base Rate” means the rate per annum determined by the
Administrative Agent at approximately 11:00 a.m. (London time) on the date
which is two (2) Business Days prior to the beginning of the relevant Interest
Period (as specified in the applicable Notice of Borrowing or Notice of
Conversion/Continuation) by reference to the British Bankers’ Association
Interest Settlement Rates for deposits in Dollars (as set forth by any service
selected by the Administrative Agent which has been nominated by the British
Bankers’ Association as an authorized information vendor for the purpose of
displaying such rates) for a period equal to such Interest Period; provided,
that to the extent that an interest rate is not ascertainable pursuant to the
foregoing provisions of this definition, the “Eurodollar Base Rate” shall be
the interest rate per annum determined by the Administrative Agent to be the
average of the rates per annum at which deposits in Dollars are offered for
such relevant Interest Period to major banks in the London interbank market in
London, England by the Reference Lenders at approximately 11:00 A.M. (London
time) on the date which is two Business Days prior to the beginning of such
Interest Period. If either of the Reference Lenders shall be unable or shall
otherwise fail to supply such rates to the Administrative Agent upon its
request, the rate of interest shall be determined on the basis of the
quotations of the remaining Reference Lender; provided, further, that under no
circumstances shall the Eurodollar Base Rate be less than 1.75% per annum
during the term of this Agreement.



     “Eurodollar Rate Loans” means Term Loans bearing interest at rates
determined by reference to the Reserve Adjusted Eurodollar Rate as provided in
subsection 2.2A.



     “Event of Default” means each of the events set forth in Section 8
identified as such.



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



     “Exchange Notes” means senior subordinated notes of the Company, as such
notes may be amended, modified or supplemented from time to time, issued in
exchange for the Subordinated Notes (including any accrued interest and fees
owing in respect thereof) and pursuant to an Indenture, in accordance with the
terms of the Senior Subordinated Purchase Agreement, and any senior
subordinated notes of the Company issued in exchange for such Exchange Notes.



     “Excluded Taxes” means, with respect to the Administrative Agent, any
Lender, or any other recipient of any payment to be made by or on account of
any obligation of the Company hereunder, (a) taxes imposed on or



-7-









 





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 Lender Office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction in which the Company is located and (c) in
the case of a Foreign Lender (other than an assignee pursuant to a request by
the Company under subsection 2.8B), any withholding tax that is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes
a party hereto (or designates a new Lender Office) or is attributable to such
Foreign Lender’s failure or inability (other than as a result of a Change in
Law) to comply with subsection 2.7E(v), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a
new Lender Office (or assignment), to receive additional amounts from the
Company with respect to such withholding tax pursuant to subsection 2.7E(i).



     “Existing Credit Facilities” has the meaning assigned to that term in the
Recitals to this Agreement.



     “Existing Lenders” means the Lenders party to the Existing Credit
Facilities.



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



     “First Lien Collateral Agent” means CSFB as collateral agent under the
First Lien Credit Agreement, together with its successors and assigns.



     “First Lien Credit Agreement” means the First Lien Credit Agreement dated
as of the Closing Date among the Company as borrower, CSFB as administrative
agent and collateral agent and the other agents and lenders party thereto from
time to time, as it may be amended, restated, supplemented, refinanced,
replaced, restructured or otherwise modified from time to time in one or more
agreements (in each case with the same or new lenders or institutional
investors), including any agreement extending the maturity thereof or otherwise
restructuring all or any portion of the Indebtedness thereunder or increasing
the amount lent thereunder or altering the maturity thereof.



     “Fiscal Quarter” means a Fiscal Quarter of a Fiscal Year.



     “Fiscal Year” means the fiscal year of the Company and its Subsidiaries
ending on December 31 of each calendar year.



     “Flood Hazard Property” means a Mortgaged Property located in an area
designated by the Federal Emergency Management Agency as having special flood
hazards.



     “Foreign Lender” means any Lender that is organized under the laws of a
jurisdiction other than that in which the Company is resident for tax purposes.
For purposes of this definition, the United States of America, each State
thereof and the District of Columbia shall be deemed to constitute a single
jurisdiction.



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



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



     “Funded Debt” means, with respect to any Person, without duplication, (a)
all Indebtedness of such Person other than Indebtedness of the types referred
to in clauses (e), (f), (g), (i), (j) and (1) of the definition of
“Indebtedness” set forth in this subsection 1.1; (b) all Funded Debt of others
of the type referred to in clause (a) above secured



-8-









 





by (or for which the holder of such Funded Debt has an existing right,
contingent or otherwise, to be secured by) any Lien on, or payable out of the
proceeds of production from, property owned or acquired by such Person, whether
or not the obligations secured thereby have been assumed; (c) all Guaranty
Obligations of such Person with respect to Funded Debt of the type referred to
in clause (a) above of another Person; and (d) Funded Debt of the type referred
to in clause (a) above of any partnership or unincorporated joint venture in
which such Person is legally obligated or has a reasonable expectation of being
liable with respect thereto.



     “Funding and Payment Office” means the office of the Administrative Agent
located at 11 Madison Avenue, New York, NY 11010 (or such office of the
Administrative Agent or any successor Administrative Agent specified by the
Administrative Agent or such successor Administrative Agent in a written notice
to the Loan Parties and the Lenders).



     “GAAP” means, subject to the limitations on the application thereof set
forth in subsection 1.2, generally accepted accounting principles, as in effect
in the United States on the date of determination.



     “Governmental Authority,” means the government of the United States of
America or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body,
court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).



     “Governmental Authorization” means any permit, license, authorization,
plan, directive, consent order or consent decree of or from any Governmental
Authority.



     “Granting Lender” has the meaning assigned to that term in subsection
10.1G.



     “Guarantor” means, individually, the Subsidiary Guarantors, or any other
guarantor of the Obligations, and “Guarantors” means, collectively, the
Subsidiary Guarantors and each other guarantor of the Obligations.



     “Guaranty” means, individually, the Subsidiary Guaranty or any other
guaranty of the Obligations, and “Guaranties” means, collectively, the
Subsidiary Guaranty and each other guaranty of the Obligations.



     “Guaranty Obligations” means, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or
collection) guaranteeing or intended to guarantee any Indebtedness of any other
Person in any manner, whether direct or indirect, and including without
limitation any obligation, whether or not contingent, (i) to purchase any such
Indebtedness or any property constituting security therefor, (ii) to advance or
provide funds or other support for the payment or purchase of any such
Indebtedness or to maintain working capital, solvency or other balance sheet
condition of such other Person (including without limitation keep well
agreements, maintenance agreements, comfort letters or similar agreements or
arrangements) for the benefit of any holder of Indebtedness of such other
Person, (iii) to lease or purchase Property, securities or services primarily
for the purpose of assuring the holder of such Indebtedness, or (iv) to
otherwise assure or hold harmless the holder of such Indebtedness against loss
in respect thereof. The amount of any Guaranty Obligation hereunder shall
(subject to any limitations set forth therein) be deemed to be an amount equal
to the outstanding principal amount (or maximum principal amount, if larger) of
the Indebtedness in respect of which such Guaranty Obligation is made.



     “Hedge Agreements” means all Interest Rate Agreements and all other swaps,
caps or collar agreements or similar arrangements entered into by the Company
or any of its Subsidiaries providing for protection against fluctuations in
currency exchange rates either generally or under specific contingencies.



     “Indebtedness” means, with respect to any Person, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, or upon
which interest payments are customarily made, whether or not representing
obligations for borrowed money (other than current accounts payable incurred in
the ordinary course of business and accrued expenses incurred in the ordinary
course of business), (c) all obligations of such Person under conditional sale
or other title re-



-9-









 





tention agreements relating to property or assets purchased by such Person
(other than customary reservations or retentions of title under agreements with
suppliers entered into in the ordinary course of business), (d) all obligations
of such Person issued or assumed as the deferred purchase price of property or
services purchased by such Person (other than trade debt incurred in the
ordinary course of business and due within six months of the incurrence
thereof) which would appear as liabilities on a balance sheet of such Person,
(e) all obligations of such Person under take or pay or similar arrangements or
under commodities agreements, (f) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on, or payable out of the proceeds of
production from, Property owned or acquired by such Person, whether or not the
obligations secured thereby have been assumed, (g) all Guaranty Obligations of
such Person with respect to Indebtedness of another Person, (h) the principal
portion of all obligations of such Person under Capital Leases, which would
appear as liabilities on a balance sheet of such Person in conformity with
GAAP, (i) all obligations of such Person under Hedge Agreements, (j) the
maximum amount of all letters of credit issued or bankers’ acceptance
facilities created for the account of such Person and, without duplication, all
drafts drawn thereunder (to the extent unreimbursed), (k) all preferred Capital
Stock issued by such Person and which by the terms thereof could be (at the
request of the holders thereof or otherwise) subject to mandatory sinking fund
payments, redemption or other acceleration; provided, however, that the
Preferred Stock shall be excluded hereunder as long as the terms thereof do not
provide for any mandatory sinking fund payment, redemption or other
acceleration requirements until after the payment in full in cash of the
Obligations and all other obligations under the Loan Documents (other than
contingent indemnification obligations), (1) the principal balance outstanding
under any synthetic lease, tax retention operating lease, off-balance sheet
loan or similar off-balance sheet financing product, and (m) the Indebtedness
of any partnership or unincorporated joint venture in which such Person is a
general partner or a joint venturer solely to the extent that such Indebtedness
constitutes the recourse obligations of such Person in its capacity as general
partner or joint venturer.



     “Indemnified Taxes” means Taxes other than Excluded Taxes.



     “Indemnitee” has the meaning assigned to that term in subsection 10.2B.



     “Indenture” means (a) if the Subordinated Notes and/or Exchange Notes are
outstanding, the Senior Subordinated Purchase Agreement, or (b) at such time as
the Subordinated Notes and/or Exchange Notes have been repaid or any Preferred
Stock has been redeemed or otherwise repurchased, in each case, in full or in
part with proceeds from a Take-Out Financing, any indenture or similar
agreement entered into or to be entered into by the Company as issuer or
borrower in connection therewith, as the same may be amended, modified or
supplemented from time to time (such indenture or agreement to provide for
market-based interest rates and otherwise to contain terms and conditions
reasonably satisfactory to the Administrative Agent, including, without
limitation, interest rate and subordination provisions in form and substance
substantially similar to the subordination provisions set forth in the Senior
Subordinated Purchase Agreement or the Exchange Indenture pursuant to which the
Exchange Notes are issued).



     “Initial Period” means the period commencing on and including the Closing
Date and ending on the earlier of the date on which CSFB notifies the Company
that it has concluded its primary syndication of the Term Loans and the date
that is one month following the Closing Date.



     “Insolvency” means, with respect to any Multiemployer Plan, the condition
that such Plan is insolvent within the meaning of such term as used in Section
4245 of ERISA.



     “Intellectual Property” has the meaning assigned to that term in
subsection 5.5C.



     “Intercreditor Agreement” means that certain Intercreditor Agreement dated
as of the Closing Date in substantially the form of Exhibit XIV entered into by
and between the Company, the Collateral Agent and CSFB, as Collateral Agent
under and as defined in the First Lien Credit Agreement.



     “Interest Coverage Ratio” means, with respect to the Company and its
Subsidiaries on a consolidated basis for the twelve-month period ending on the
last day of any Fiscal Quarter, the ratio of (a) Consolidated EBITDA for such
twelve-month period to (b) Consolidated Interest Expense for such twelve-month
period.



-10-









 





     “Interest Payment Date” means:




     (i) with respect to any Base Rate Loan, the last Business Day in
each of March, June, September and December of each year, commencing on
June 30, 2004; and




     (ii) with respect to any Eurodollar Rate Loan, the last day of each
Interest Period applicable to such Term Loan; provided that in the case
of each Interest Period of longer than three months, “Interest Payment
Date” shall also include the date that is three months after the
commencement of such Interest Period.



     “Interest Period” has the meaning assigned to that term in subsection
2.2B.



     “Interest Rate Agreement” means any interest rate swap agreement, interest
rate cap agreement, interest rate collar agreement or other similar agreement
or arrangement designed to protect the Company or any of its Subsidiaries
against fluctuations in interest rates.



     “Interest Rate Determination Date” means each date for calculating the
Reserve Adjusted Eurodollar Rate, for purposes of determining the interest rate
in respect of an Interest Period. The Interest Rate Determination Date for
purposes of calculating the Reserve Adjusted Eurodollar Rate shall be the
second Business Day prior to the first day of the related Interest Period.



     “Investment” means (i) any direct or indirect purchase or other
acquisition by the Company or any of its Subsidiaries of, or of a beneficial
interest in, stock or other Securities of any other Person, or (ii) any direct
or indirect loan, advance (other than advances to employees for moving,
entertainment and travel expenses, drawing accounts and similar expenditures in
the ordinary course of business) or capital contribution by the Company or any
of its Subsidiaries to any other Person, including all indebtedness and
accounts receivable acquired from that other Person that are not current assets
or did not arise from sales to that other Person in the ordinary course of
business; provided, however, that the term “Investment” shall not include (a)
current trade and customer accounts receivable for goods furnished or services
rendered in the ordinary course of business and payable in accordance with
customary trade terms, (b) advances and prepayments to suppliers for goods and
services in the ordinary course of business, (c) stock or other securities
acquired in connection with the satisfaction or enforcement of Indebtedness or
claims due or owing to the Company or any of its Subsidiaries or as security
for any such Indebtedness or claims, (d) Cash held in Deposit Accounts with
banks, trust companies and the Lenders and (e) shares in a mutual fund that
invests solely in Cash Equivalents. The amount of any Investment shall be the
original cost of such Investment plus the cost of all additions thereto minus
all cash dividends or distributions in respect thereof, without any adjustments
for increases or decreases in value, or write-ups, write-downs or write-offs
with respect to such Investment. Without limitation of the foregoing,
“Investments” shall include the incurring by any Person of Guaranty Obligations
in respect of the obligations of any other Person.



     “IP Collateral” has the meaning assigned to the term “Intellectual
Property Collateral” in the Second Lien Security Agreement.



     “Joint Lead Arranger” has the meaning assigned to that term in the
Preamble to this Agreement.



     “LBI” has the meaning assigned to that term in the Preamble to this
Agreement.



     “LCPI” has the meaning assigned to that term in the Preamble to this
Agreement.



     “Leasehold Property” means any leasehold interest of any Loan Party as
lessee under any lease of real property.



     “Lender” and “Lenders” means the Persons identified as “Lenders” and
listed on the signature pages of this Agreement, together with their successors
and permitted assigns pursuant to subsection 10.1.



-11-









 





     “Lender Office” means, as to any Lender, the office or offices of such
Lender specified in the Administrative Questionnaire completed by such Lender
and delivered to the Administrative Agent, and the office or offices of such
Lender that the Administrative Agent notifies the Company promptly but no later
than two days after the Closing Date, or such other office or offices as such
Lender may from time to time notify the Company and the Administrative Agent.



     “Leverage Ratio” means, with respect to the Company and its Subsidiaries
on a consolidated basis for the twelve month period ending on the last day of
any Fiscal Quarter, the ratio of (a) Funded Debt of the Company and its
Subsidiaries on a consolidated basis on the last day of such period to (b)
Consolidated EBITDA for such twelve-month period.



     “Lien” means any lien, mortgage, pledge, assignment, security interest,
fixed or floating charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof, and
any agreement to give any security interest) and any option, trust or deposit
or other preferential arrangement having the practical effect of any of the
foregoing.



     “Loan Documents” means this Agreement, the Term Notes, the Guaranties and
the Collateral Documents or other documents evidencing Obligations.



     “Loan Parties” means the Company and each Subsidiary Guarantor.



     “Management Shareholders” means, collectively, the individuals listed on
Schedule 1.1(b) hereto as the same may be updated from time to time, together
with any Persons wholly owned by any such individuals or a Management Trust.



     “Management Trust” means any trust or trusts created to own or hold shares
of Capital Stock of the Company for, or for the benefit of, individuals who are
Management Shareholders.



     “Margin Stock” has the meaning assigned to that term in Regulation U of
the Board of Governors of the Federal Reserve System as in effect from time to
time.



     “Material Adverse Effect” means a material adverse effect on (i) the
business, assets, operations, condition (financial or otherwise) or prospects
of the Company and its Subsidiaries, taken as a whole, (ii) the ability of any
Loan Party to perform the Obligations, or (iii) the validity or enforceability
of any Loan Document.



     “Material Contracts” means any or all of the following, as the context may
require: (i) any Security issued by the Company or any of its Subsidiaries,
(ii) any material indenture, mortgage, deed of trust, contract, undertaking,
agreement or other instrument to which the Company or any of its Subsidiaries
is a party or by which it or any of its properties is bound or to which it or
any of its properties is subject and (iii) any other document, agreement or
instrument that is material to the operation or business of the Company and its
Subsidiaries, taken as a whole.



     “Materials of Environmental Concern” means any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials, wastes or words of similar import,
defined or regulated as such in or under any Environmental Law, including,
without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde
insulation.



     “Maximum Amount” has the meaning assigned to that term in subsection
10.13.



     “Moody’s” means Moody’s Investor Services, Inc. or any successor thereto.



     “Mortgage” means (i) a security instrument (whether designated as a deed
of trust or a mortgage or by any similar document) executed and delivered by
any Loan Party, substantially in the form of Exhibit XIII or in such other form
as may be approved by the Collateral Agent in its sole discretion, in each case
with such changes thereto as may be recommended by the Collateral Agent’s local
counsel based on local laws or customary local mortgage or



-12-









 





deed of trust practices with respect to each Mortgaged Property, or (ii)
at the Collateral Agent’s option, in the case of an Additional Mortgaged
Property, an amendment to an existing Mortgage, in form satisfactory to the
Collateral Agent, adding such Additional Mortgaged Property to the assets
encumbered by such existing Mortgage, in either case as such security
instrument or amendment may heretofore have been or hereafter may be amended,
supplemented or otherwise modified from time to time. “Mortgages” means all
such instruments, including the Closing Date Mortgages and any Additional
Mortgages, collectively.



     “Mortgaged Property” means a Closing Date Mortgaged Property or an
Additional Mortgaged Property.



     “Multiemployer Plan” means a Plan which is a multiemployer plan as defined
in Section 4001(a)(3) of ERISA.



     “Net Cash Proceeds” means, with respect to any Asset Disposition, Cash
Proceeds of such Asset Disposition net of bona fide direct costs of sale
including, without limitation, (i) income taxes reasonably estimated to be
actually payable as a result of such Asset Disposition within two years of the
date of receipt of such Cash Proceeds, (ii) transfer, sales, use and other
taxes payable in connection with such Asset Disposition, (iii) payment of the
outstanding principal amount of, premium or penalty, if any, and interest on
any Indebtedness (other than the Term Loans and any Indebtedness under the
First Lien Credit Agreement) that is secured by a Lien on the stock or assets
in question and that is required to be repaid under the terms thereof as a
result of such Asset Disposition, (iv) brokers’ and financial advisors’
commissions and reasonable fees and expenses of counsel and other advisors in
connection with such Asset Disposition, (v) reasonable reserves against
indemnities or other obligations (so long as such indemnity or other
obligations are outstanding) in respect of post-closing and purchase price
adjustments (including adjustments related to the performance or results of any
divested or acquired business) in connection with the acquisition or
disposition of assets permitted hereunder and (vi) reasonable relocation costs
incurred in connection with such Asset Disposition or as are otherwise
reasonably estimated by the Company in good faith and on the basis of
reasonable assumptions to be realized within twelve months of the date of
consummation of such Asset Disposition, so long as such costs are set forth in
an Officer’s Certificate delivered by the Company and reasonably acceptable to
the Administrative Agent.



     “Net Recovery Event Proceeds” means the cash proceeds received by the
Company or any of its Subsidiaries from any Recovery Event minus (a) any actual
and reasonable costs and expenses incurred by the Company or any of its
Subsidiaries in connection with the adjustment or settlement of any claims of
the Company or such Subsidiary in respect thereof, including, without
limitation, reasonable legal fees and expenses and (b) any bona fide direct
costs incurred in connection with any sale of any assets, including income
taxes payable as a result of any gain recognized in connection therewith.



     “Non-Consenting Lender” has the meaning assigned to that term in
subsection 10.5B.



     “Notice of Borrowing” means the notice in the form of Exhibit I delivered
by the Company to the Administrative Agent pursuant to subsection 2.1B with
respect to the initial borrowing.



     “Notice of Conversion/Continuation” means a notice substantially in the
form of Exhibit II delivered by the Company to the Administrative Agent
pursuant to subsection 2.2D with respect to a proposed conversion or
continuation of the applicable basis for determining the interest rate with
respect to the Term Loans specified therein.



     “Obligations” means all obligations of every nature of each Loan Party
from time to time owed to the Agents, the Lenders or any of them or their
respective Affiliates under the Loan Documents or Hedge Agreements, whether for
principal, interest or payments for early termination of Interest Rate
Agreements, fees, expenses, indemnification or otherwise.



     “Officer’s Certificate” means, with respect to any Person, a certificate
executed on behalf of such Person (x) if such Person is a partnership or
limited liability company, by its chairman of the Board (if an officer) or
chief executive officer or by the chief financial officer of its general
partner or managing member or other Person authorized to do so by its
Organizational Documents, (y) if such Person is a corporation, on behalf of
such corporation by



-13-









 





its chairman of the board (if an officer) or chief executive officer or
its chief financial officer or vice president, and (z) if such person is the
Company or a Subsidiary of the Company, a Responsible Officer.



     “Organizational Authorizations” means, with respect to any Person,
resolutions of its Board of Directors, general partners or members of such
Person, and such other Persons, groups or committees (including, without
limitation, managers and managing committees), if any, required by the
Organizational Certificate or Organization Documents of such Person to
authorize or approve the taking of any action or the entering into of any
transaction.



     “Organizational Certificate” means, with respect to any Person, the
certificate or articles of incorporation, partnership or limited liability
company or any other similar or equivalent organizational, charter or
constitutional certificate or document filed with the applicable Governmental
Authority in the jurisdiction of its incorporation, organization or formation,
which, if such Person is a partnership or limited liability company, shall
include such certificates, articles or other certificates or documents in
respect of each partner or member of such Person.



     “Organizational Documents” means, with respect to any Person, the by-laws,
partnership agreement, limited liability company agreement, operating
agreement, management agreement or other similar or equivalent organizational,
charter or constitutional agreement or arrangement, which, if such Person is a
partnership or limited liability company, shall include such by-laws,
agreements or arrangements in respect of each partner or member of such Person.



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



     “Participant” has the meaning assigned to that term in subsection 10.1D.



     “PBGC” means the Pension Benefit Guaranty Corporation established pursuant
to Subtitle A of Title IV of ERISA (or any successor thereto).



     “Permitted Acquisitions” means any purchase, lease or other acquisition
(in a single transaction or a series of related transactions) of the property
or assets of any Person (other than purchases or other acquisitions of
inventory, leases, materials, property and equipment in the ordinary course of
business, except as otherwise limited or prohibited herein); provided, that so
long as no Default or Event of Default shall have occurred and be continuing or
would result therefrom, the Company may acquire all or a majority of the
Capital Stock or other ownership interest in any Person (in a similar or
related line of business, the board of directors of which shall not have
rejected initially or thereafter such acquisition and which shall have had
earnings before interest, taxes, depreciation and amortization for the prior
four Fiscal Quarters in an amount greater than $0) or all or a substantial
portion of the assets, property and/or operations of any Person (in a similar
or related line of business, the board of directors of which shall not have
rejected initially or thereafter such acquisition and which shall have had
earnings before interest, taxes, depreciation and amortization for the prior
four Fiscal Quarters in an amount greater than $0) in an aggregate amount not
to exceed $75,000,000 in the aggregate during the term of this Agreement.



     “Permitted Holders” means collectively, (a) (i) CIBC Inc., (ii) Caravelle
Investment Fund, L.L.C., (iii) Albion Alliance Mezzanine Fund, L.P., (iv)
Albion Alliance Mezzanine Fund II, L.P., (v) Trimaran Fund II, L.L.C., (vi)
Transportation Investment Partners, L.L.C., (vii) any Affiliate of any Person
named in clauses (a)(i) through (a)(vi) (collectively, the “Institutional
Investors”) and (vii) with respect to any Institutional Investor, any person
managed by such Institutional Investor or any of its Affiliates (other than
their other portfolio companies), and (b) the Management Shareholders.



     “Permitted Investments” means:




     (i) Investments in cash and Cash Equivalents;



-14-









 






     (ii) receivables owing to the Company or any of its Subsidiaries or
any receivables and advances to suppliers, in each case if created,
acquired or made in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms;




     (iii) Investments in and loans to any Loan Parties;




     (iv) loans and advances to officers, directors, employees and
Affiliates in an aggregate amount not to exceed $2,000,000 at any time
outstanding;




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




     (vi) Permitted Acquisitions;




     (vii) additional Investments, provided that such Investments made
pursuant to this clause (vii) shall not exceed an aggregate amount of
$10,000,000 at any time outstanding;




     (viii) Investments existing on the Closing Date and set forth on
Schedule 7.3;




     (ix) Investments by the Company or any Subsidiary in Hedge
Agreements permitted under subsection 7.1B(vi);




     (x) Investments consisting of intercompany Indebtedness permitted
under subsection 7.1B(v); and




     (xi) capital expenditures not otherwise prohibited by this
Agreement.



     “Permitted Liens” means:




     (i) Liens created by or otherwise existing, under or in connection
with this Agreement or the other Loan Documents in favor of the
Collateral Agent on behalf of the Lenders or any other document
evidencing the Obligations in favor of the Collateral Agent or any
Lender;




     (ii) Liens securing Indebtedness (and refinancings thereof)
permitted under subsection 7.1B(iv);




     (iii) Liens for taxes, assessments, charges or other governmental
levies not yet due or as to which the period of grace (not to exceed 60
days), if any, related thereto has not expired or which are overdue but
are being contested in good faith by appropriate proceedings; provided,
that adequate reserves with respect thereto are maintained on the books
of the Company or its Subsidiaries, as the case may be, in conformity
with GAAP (or, in the case of Subsidiaries with significant operations
outside of the United States of America, generally accepted accounting
principles in effect from time to time in their respective jurisdictions
of incorporation);




     (iv) Liens in respect of any property of any Subsidiary imposed by
Applicable Law, which do not secure Indebtedness for borrowed money, such
as carriers’, warehousemen’s, mechanics’, bankers’ (and rights of
set-off), materialmen’s, repairmen’s, workmen’s, supplier’s, landlord’s
or other like Liens arising in the ordinary course of business which are
not overdue for a period of more than 60 days or which are overdue but
are being contested in good faith by appropriate proceedings;




     (v) pledges or deposits in connection with workers’ compensation,
unemployment insurance and other social security legislation and deposits
securing liability to insurance carriers under insurance or
self-insurance arrangements;



-15-









 






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




     (vii) Liens arising out of the conditional sale, title retention or
consignment in the ordinary course of business;




     (viii) Liens existing on the Closing Date and set forth on Schedule
7.2; provided that (a) no such Lien shall at any time be extended to
cover property or assets other than the property or assets subject
thereto on the Closing Date and (b) the principal amount of the
Indebtedness secured by such Liens shall not be extended, renewed,
refunded or refinanced except pursuant to subsection 7.1B(ii);




     (ix) Liens on property of a Person existing at the time such Person
is acquired, merged into or consolidated with the Company or any
Subsidiary of the Company so long as such Liens were not created in
contemplation of such acquisition, merger or consolidation;




     (x) Liens arising in connection with any money judgment, writ or
warrant of attachment or similar process that does not result in an Event
of Default pursuant to subsection 8.8;




     (xi) other Liens securing Indebtedness or other obligations
outstanding in an aggregate principal amount not to exceed $5,000,000;




     (xii) Liens securing Indebtedness incurred pursuant to subsection
7.1B(xi);




     (xiii) Liens securing Indebtedness incurred pursuant to subsection




     (xiv) purported Liens evidenced by the filing of precautionary UCC
financing statements relating solely to operating leases of personal
property entered into in the ordinary course of business;




     (xv) licenses of patents, trademarks and other intellectual property
rights granted by the Company or any of its Subsidiaries in the ordinary
course of business and not interfering in any respect with the ordinary
conduct of the business of the Company or such Subsidiary;




     (xvi) with respect to the Mortgaged Properties, such exceptions to
title as are set forth in the title insurance policy or the title
commitment delivered to the Collateral Agent with respect thereto;




     (xvii) leases or subleases to third persons in the ordinary course
of business that do not interfere in any material respect with the
business of the Company and its Subsidiaries taken as a whole and Liens
incurred by lessors or sublessors or on their interests in any leases now
in existence or hereafter entered into;




     (xviii) easements, rights-of-way, restrictions (including zoning
restrictions), covenants, licenses, encroachments, protrusions and other
similar charges or encumbrances, and minor title deficiencies on or with
respect to any Real Property Asset, in each case whether now or hereafter
in existence (including all matters shown on Schedule B to any Closing
Date Mortgage Policy and any Additional Mortgage Policy), not (i)
securing Indebtedness, (ii) individually or in the aggregate materially
impairing the value or marketability of such Real Property Asset, or
(iii) individually or in the aggregate materially interfering with the
ordinary conduct of the business of any Loan Party at any such Real
Property Asset; and




     (xix) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any Lien
referred to in the foregoing clauses; provided, that such extension,
renewal or replacement Lien shall be limited to all or a part of the
property which secured the Lien so extended, renewed or replaced (plus
improvements on such property).



-16-









 





     “Person” means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, governmental authority
or other entity.



     “PIK” has the meaning assigned to that term in the definition of
“Consolidated Interest Expense.”



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



     “Pledging Parent” has the meaning assigned to that term in subsection 6.9.



     “Preferred Stock” means the Series A Preferred Stock, the Series B
Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and
the Series E Preferred Stock.



     “Prime Rate” means the rate of interest per annum announced from time to
time by CSFB as its prime commercial lending rate in effect at its principal
office in New York City. The Prime Rate is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any customer.
CSFB or any other Lender may make commercial loans or other loans at rates of
interest at, above or below the Prime Rate.



     “Principal Office” means, for the Administrative Agent, such Person’s
“Principal Office” as such Person may from time to time designate in writing to
Company, Administrative Agent and each Lender.



     “Proceedings” has the meaning assigned to that term in subsection 6.1(x).



     “Pro Forma Basis” means, with respect to compliance with any test or
covenant hereunder, compliance with such covenant or test after giving effect
to any proposed acquisition, distribution or other action which requires
compliance on a pro forma basis (including pro forma adjustments arising out of
events which are directly attributable to a specific transaction, are factually
supportable and are expected to have a continuing impact, in each case
determined on a basis consistent with Article 11 of Regulation S-X of the
Securities Act and as interpreted by the staff of the Securities and Exchange
Commission, which pro forma adjustments shall be certified by the chief
financial officer of the Company), using, for purposes of determining such
compliance, the historical financial statements of all entities or assets so
acquired or to be acquired and the consolidated financial statements of the
Company and its Subsidiaries which shall be reformulated (a) as if such
acquisition, distribution or other action, and any acquisitions which have been
consummated during the period on or prior to the relevant date of the event
requiring the calculation on a Pro Forma Basis, and any Indebtedness or other
liabilities incurred in connection with any such acquisition, distribution or
other action and any other Indebtedness incurred or repaid during such period
on or prior to the relevant date of the event requiring the calculation on a
Pro Forma Basis had been consummated at the beginning of such period (and
assuming that such Indebtedness bears interest during any portion of the
applicable measurement period prior to the relevant acquisition or other event
or incurrence or repayment at the weighted average of the interest rates
applicable to outstanding Term Loans during such period), and (b) otherwise in
conformity with such procedures as may be agreed upon between the
Administrative Agent and the Company, all such calculations to be in form and
substance reasonably satisfactory to the Administrative Agent.



     “Pro Forma EBITDA” means the Consolidated EBITDA prepared on a Pro Forma
Basis giving effect to (i) the Transactions as if they had occurred at the
beginning of the four Fiscal Quarters ended December 31, 2003 and (ii) other
adjustments listed on Schedule 1.1(a) relating to audit fees, management fees
and non-cash write-offs of fixed assets in an aggregate amount not to exceed
$1,500,000.



     “Pro Rata Share” means with respect to all payments, computations and
other matters relating to the Term Loans of any Lender, the percentage obtained
by dividing (x) the Term Loan Exposure of that Lender by (y) the aggregate Term
Loan Exposure of all the Lenders; in any such case as the applicable percentage
may be adjusted by assignments permitted pursuant to subsection 10.1. The
initial Pro Rata Share of each Lender is set forth opposite the name of that
Lender in Schedule 2.1 A.



     “Proceedings” has the meaning assigned to that term in subsection 6.1(x).



-17-









 





     “Projections” has the meaning assigned to that term in subsection 5.3B.



     “Properties” has the meaning assigned to that term in subsection 5.13(a).



     “PTO” means the United States Patent and Trademark Office.



     “Real Property Asset” means, at any time of determination, any interest
(fee, leasehold or otherwise) then owned by any Loan Party in any real
property.



     “Recovery Event” means the receipt by the Company or any of its
Subsidiaries of any cash insurance proceeds or condemnation award payable by
reason of theft, loss, physical destruction or damage, loss of title, taking or
similar event with respect to any of their respective property or assets.



     “Reference Lenders” means (i) CSFB and (ii) another Lender determined by
the Administrative Agent with the consent of the Company.



     “Register” has the meaning assigned to that term in subsection 10.1C.



     “Related Parties” means, with respect to any Person, such Person’s
Affiliates and the directors, officers, employees, agents, trustees and
advisors of such Person and of such Person’s Affiliates.



     “Reorganization” means, with respect to any Multiemployer Plan, the
condition that such Plan is in reorganization within the meaning of such term
as used in Section 4241 of ERISA.



     “Reportable Event” means any of the events set forth in Section 4043(c) of
ERISA, other than those events as to which the thirty-day notice period is
waived under PBGC Reg. § 4043.



     “Requirement of Law” means, as to any Person, each law, treaty, rule or
regulation or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.



     “Requisite Lenders” means Lenders having or holding more than 50% of the
sum of the aggregate Term Loan Exposure of all Lenders.



     “Reserve Adjusted Eurodollar Rate” means, with respect to each day during
each Interest Period pertaining to a Eurodollar Rate Loan, a rate per annum
determined for such day in accordance with the following formula:



Eurodollar Base
Rate


1.00 — Eurocurrency
Reserve Requirements




     “Responsible Officer” means the chief executive officer, president,
executive vice president, general counsel or chief financial officer of the
Company or the applicable Subsidiary, but in any event, with respect to
financial matters, the chief financial officer, treasurer or controller of the
Company or the applicable Subsidiary.



     “Restricted Payment” means (i) any dividend or other distribution, direct
or indirect, on account of any shares of any class of stock (or of any other
Capital Stock) of the Company or any of its Subsidiaries now or hereafter
outstanding, except a dividend payable solely in shares of that class of stock
to the holders of that class, (ii) any redemption, retirement, sinking fund or
similar payment, purchase or other acquisition for value, direct or indirect,
of any shares of any class of stock (or of any other Capital Stock) of the
Company or any of its Subsidiaries now or hereafter outstanding, (iii) any
payment made to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire shares of any class of stock (or
of any other Capital Stock) of the Company or any of its Subsidiaries now or
hereafter outstanding, or (iv) any prepayment of principal of, premium, if any,
or interest on, or redemption, purchase, retirement, defeasance (including in
substance or legal defeasance), sinking fund or similar payment with respect
to, any Subordinated Debt (other than the issuance of the Exchange Notes in
exchange for the Subordinated Notes (including accrued interest and fees
related thereto)).



-18-









 





     “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill
Corporation, or any successor thereto.



     “Scheduled Funded Debt Payment” means, as of any date of determination for
the Company and its Subsidiaries, the sum of all scheduled payments of
principal on Funded Debt for the applicable period ending on the date of
determination (including the principal component of payment due on Capital
Leases for the applicable period ending on the date of determination);
provided, that Scheduled Funded Debt Payments shall not include any payments
made prior to the Closing Date.



     “Second Lien Pledge Agreement” means the Second Lien Pledge Agreement
dated as of the Closing Date and entered into by and among the Company, the
Subsidiary Guarantors and the Collateral Agent, or executed and delivered
pursuant to subsection 6.9, substantially in the form of Exhibit VI, as such
Second Lien Pledge Agreement may hereafter be amended, restated, supplemented
or otherwise modified from time to time.



     “Second Lien Security Agreement” means the Second Lien Security Agreement
entered into by and among the Company, the Subsidiary Guarantors and the
Collateral Agent dated as of the Closing Date, substantially in the form of
Exhibit VII, as such Second Lien Security Agreement may hereafter be amended,
restated, supplemented or otherwise modified from time to time.



     “Second Priority” means, with respect to any Lien purported to be created
in any Collateral pursuant to any Collateral Document, that such Lien is the
most senior Lien (other than (i) Liens created to secure the obligations under
the First Lien Credit Agreement and as otherwise permitted under the
Intercreditor Agreement and (ii) Permitted Liens) to which such Collateral is
subject.



     “Secured Parties” has the meaning assigned to that term in the Collateral
Documents.



     “Securities” means any stock, shares, partnership interests, voting trust
certificates, certificates of interest or participation in any profit-sharing
agreement or arrangement, options, warrants, bonds, debentures, notes, or other
evidences of indebtedness, secured or unsecured, convertible, subordinated or
otherwise, or in general any instruments commonly known as “securities” or any
certificates of interest, shares or participation in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to,
purchase or acquire, any of the foregoing.



     “Securities Act” means the Securities Act of 1933, as amended from time to
time, and any successor statute.



     “Senior Secured Debt” means, as at any date of determination, Funded Debt
less the Subordinated Debt of the Company or its Subsidiaries.



     “Senior Subordinated Purchase Agreement” means that certain Purchase
Agreement dated as of March 9, 2000 among the Company, the guarantors named
therein, Transportation Acquisition I Corp., CIBC Inc. and Wachovia Capital
Investments, Inc. (formerly First Union Investors, Inc.) and the other
purchasers party thereto including any indenture entered into pursuant to such
senior subordinated purchase agreement in connection with the issuance of
Exchange Notes, as amended, modified or supplemented from time to time in
accordance with its terms.



     “Series A Preferred Stock” means the 14 1/2% Senior Redeemable Preferred
Stock of the Company, par value $0.01 per share, originally issued on March 9,
2000.



     “Series B Preferred Stock” means any preferred stock issued in exchange
for shares of Series A Preferred Stock in accordance with the Certificate of
Designation with respect to such Series A Preferred Stock.



     “Series C Preferred Stock” means the Series C Preferred Stock of the
Company, par value $0.01 per share, issued on or before December 19, 2003.



     “Series D Preferred Stock” means the Series D Preferred Stock of the
Company, par value $0.01 per share, issued on or before December 19, 2003.



-19-









 





     “Series E Preferred Stock” means the 25% Senior Redeemable Preferred Stock
of the Company, par value $0.01 per share, originally issued on December 19,
2003.



     “Single Employer Plan” means any Plan which is not a Multiemployer Plan.



     “Solvent” means, with respect to any Person, that as of the date of
determination both (i) (a) the then fair saleable value of the property of such
Person is (y) greater than the total amount of liabilities (including
contingent liabilities but excluding amounts payable under intercompany
promissory notes) of such Person and (z) not less than the amount that will be
required to pay the probable liabilities on such Person’s then existing debts
as they become absolute and matured considering all financing alternatives and
potential asset sales reasonably available to such Person; (b) such Person’s
capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (c) such Person does not intend to
incur, or believe (nor should it reasonably believe) that it will incur, debts
beyond its ability to pay such debts as they become due; and (ii) such Person
is “solvent” within the meaning given that term and similar terms under
applicable laws relating to fraudulent transfers and conveyances. For purposes
of this definition, the amount of any contingent liability at any time shall be
computed as the amount that, in light of all of the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.



     “Specified Sales” means (a) the sale, transfer, lease or other disposition
of inventory, products and materials in the ordinary course of business and (b)
the sale, transfer or other disposition of Permitted Investments described in
clause (i) of the definition thereof.



     “SPV” has the meaning assigned to that term in subsection 10.1G.



     “Subordinated Debt” means (a) the Subordinated Notes and any Exchange
Notes and (b) any Take-Out Financing, including, in each such case, any
Guaranty Obligations of the Subsidiaries of the Company in respect of the
foregoing Indebtedness, pursuant to documentation containing maturities,
amortization schedules, covenants, defaults, remedies, subordination provisions
and other material terms in form and substance reasonably satisfactory to the
Administrative Agent.



     “Subordinated Debt Documents” means (a) the Senior Subordinated Purchase
Agreement, (b) the Indenture and (c) all other promissory notes, instruments,
agreements and other documents evidencing or governing the Subordinated Debt or
providing for any guaranty or other right in respect thereof.



     “Subordinated Notes” means notes of the Company outstanding on the Closing
Date and issued pursuant to the Senior Subordinated Purchase Agreement together
with any PIK notes and deferred notes issued thereunder.



     “Subsidiary” means, with respect to any Person, any corporation,
partnership, association, joint venture or other business entity of which more
than 50% of the total voting power of shares of stock or other ownership
interests entitled (without regard to the occurrence of any contingency) to
vote in the election of the Person or Persons (whether directors, managers,
trustees or other Persons performing similar functions) having the power to
direct or cause the direction of the management and policies thereof is at the
time owned or controlled, directly or indirectly, by that Person or one or more
of the other Subsidiaries of that Person or a combination thereof.



     “Subsidiary Guarantor” means any Domestic Subsidiary of the Company that
is a party to the Subsidiary Guaranty or any other Guaranty on the Closing Date
(which shall be each Domestic Subsidiary of the Company existing as of the
Closing Date) or at any time after the Closing Date pursuant to subsection 6.9.



     “Subsidiary Guaranty” means the Subsidiary Guaranty, substantially in the
form of Exhibit V, executed and delivered by the Subsidiary Guarantors on the
Closing Date, or executed and delivered by any additional Subsidiary Guarantor
from time to time thereafter pursuant to subsection 6.9, as such Subsidiary
Guaranty may hereafter be amended, restated, supplemented or otherwise modified
from time to time, with the written consent of the Company.



     “Successor Company” shall have the meaning assigned to that term in
subsection 7.8.



-20-









 





     “Supplement” shall have the meaning assigned to that term in subsection
7.8.



     “Supplemental Collateral Agent” and “Supplemental Collateral Agents” shall
have the meaning assigned to these terms in subsection 9.1B.



     “Take-Out Financing” means unsecured senior subordinated or subordinated
debt notes or securities of the Company or any of its Subsidiaries issued
pursuant to an Indenture described in clause (b) of the definition thereof the
proceeds of which shall be used as provided in subsection 2.4B(iii)(b).



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



     “Term Loan Commitment” means the commitment of a Lender to make a Term
Loan pursuant to subsection 2.1A in an amount set forth on Schedule 2.1 A.



     “Term Loan Exposure” means, with respect to any Lender, as of any date of
determination the outstanding principal amount of the Term Loan of that Lender.



     “Term Loan Maturity Date” means the earlier of (i) the fifth anniversary
of the Closing Date and (ii) the date that all Term Loans shall become due and
payable in full hereunder, whether by acceleration or otherwise.



     “Term Loans” means the loans outstanding or made by the Lenders pursuant
to subsection 2.1A.



     “Term Notes” means (i) the promissory notes of the Company issued pursuant
to subsection 2.1D(i) and (ii) any promissory notes issued by the Company in
connection with assignments of the Term Loans of any Lender, in each case
substantially in the form of Exhibit IV-A, as they may be amended, restated,
supplemented or otherwise modified from time to time.



     “Title Company” means, collectively, one or more title insurance companies
reasonably satisfactory to the Administrative Agent.



     “Transaction Costs” means the fees, costs and expenses payable by the
Company and its Subsidiaries in connection with the Transactions and set forth
in the schedule delivered by the Company pursuant to subsection 4.1, including,
without limitation, amounts payable to the Agents and the Lenders.



     “Transaction Documents” means, collectively, (i) the Loan Documents; (ii)
any amendments made on or prior to the Closing Date to the Subordinated Debt
Documents and the documents evidencing the Preferred Stock; and (iii) all other
documents, instruments and agreements entered into or delivered by the Company
and/or any of its Subsidiaries in connection with the Transactions.



     “Transactions” means, collectively, (i) the redemption, repurchase or
retirement of up to $25,000,000 of Subordinated Notes on the Closing Date, (ii)
the repayment in full of the obligations owed to the Existing Lenders and the
termination of the Existing Credit Facilities, (iii) the consummation of the
transactions contemplated under the First Lien Credit Agreement and (iv) any
other transactions contemplated in subsection 4.1 and all related transactions.



     “UCC” means the Uniform Commercial Code (or any similar or equivalent
legislation) as in effect in any applicable jurisdiction.



     “WCM” has the meaning assigned to that term in the Preamble to this
Agreement.



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	1.2 	Defined Terms; Accounting Terms; Utilization of GAAP for Purposes of
Calculations Under Agreement.





     A. The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms.
The words “include”, “includes” and “including” shall be deemed to be followed
by the phrase “without limitation”. The word “will” shall be construed to have
the same meaning and effect as the word “shall”. Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the
words “herein”, “hereof’ and “hereunder”, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to subsections, Exhibits and
Schedules shall be construed to refer to subsections of, and Exhibits and
Schedules to, this Agreement and (e) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.



     B. Except as otherwise expressly provided in this Agreement, (a) all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP; and (b) financial statements and other
information required to be delivered by the Company to the Lenders pursuant to
clauses (i), (ii), (iii) and (xiii) of subsection 6.1 shall be prepared in
accordance with GAAP (except, with respect to interim financial statements,
normal year-end audit adjustments and the absence of explanatory footnotes) as
in effect at the time of such preparation (and delivered together with the
reconciliation statements provided for in subsection 6.1(v)). Calculations in
connection with the definitions, covenants and other provisions of this
Agreement shall utilize accounting principles and policies in conformity with
those used to prepare the most recently delivered financial statements of the
Company referred to in subsection 6.1(iii); provided, that if the Company
notifies the Administrative Agent that it wishes to amend the covenant in
subsection 7.6 to eliminate the effect of any change in GAAP on the operation
of such covenant (or if the Administrative Agent notifies the Company that
Requisite Lenders wish to amend subsection 7.6 for such purpose), then the
Company’s compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective,
until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Company and Requisite Lenders.



SECTION 2.

AMOUNTS AND TERMS OF COMMITMENTS AND TERM LOANS




2.1 Term Loans.




     A. Term Loans. Subject to the terms and conditions hereof, each Lender
severally agrees to make, on the Closing Date, a Term Loan to the Company in an
amount equal to such Lender’s Term Loan Commitment.



     The Company may make only one borrowing under the Term Loan Commitments,
which shall be on the Closing Date. Any amount borrowed under this subsection
2.1A and subsequently repaid or prepaid may not be reborrowed. Subject to
subsections 2.4A and 2.4B, all amounts owed hereunder with respect to the Term
Loans shall be paid in full no later than the Term Loan Maturity Date. Each
Lender’s Term Loan Commitment shall terminate immediately and without further
action on the Closing Date after giving effect to the funding of such Lender’s
Term Loan Commitment on such date.



     B. Borrowing Mechanics.




     (i) The Company shall deliver to the Administrative Agent a fully
executed Notice of Borrowing no later than (i) three (3) days prior to
the Closing Date with respect to Eurodollar Rate Loans to be made on the
Closing Date or (ii) one (1) day prior to the Closing Date with respect
to Base Rate Loans to be made on the Closing Date. Promptly upon receipt
by the Administrative Agent of such Notice, the Administrative Agent
shall notify each Lender of the proposed borrowing.



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     (ii) Each Lender shall make its Term Loan available to the
Administrative Agent not later than 1:00 p.m. (New York City time) on
the Closing Date, by wire transfer of same day funds in Dollars, at the
Administrative Agent’s Principal Office. Upon satisfaction or waiver of
the conditions precedent specified herein, the Administrative Agent shall
make the Term Loans available to the Company on the Closing Date by
causing such amount to be credited to the account of the Company at the
Administrative Agent’s Principal Office or to such other account as may
be designated in writing to the Administrative Agent by the Company.



     C. Disbursement of Funds. All Term Loans shall be made, and all
participations purchased, by the Lenders simultaneously and proportionately to
their respective Pro Rata Shares, it being understood that no Lender shall be
responsible for any default by any other Lender in that other Lender’s
obligation to make a Term Loan requested hereunder nor shall the Commitment of
any Lender to make its Pro Rata Share of the Term Loans be increased or
decreased as a result of a default by any other Lender in that other Lender’s
obligation to make its Pro Rata Share of the Term Loans hereunder.



     Unless the Administrative Agent shall have received notice from the
Company prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders that the Company will not make such
payment, the Administrative Agent may assume that the Company has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders the amount due. In such event, if the
Company has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender, with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date
of payment to the Administrative Agent, at the greater of the Base Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.



     D. Notes. The Company shall execute and deliver on the Closing Date to
the Administrative Agent on behalf of each Lender requesting the same a
reasonable time in advance of the Closing Date a Term Note substantially in the
form of Exhibit IV to evidence that Lender’s Term Loans in the principal amount
of that Lender’s Term Loans and with other appropriate insertions, and each
Lender’s Term Note shall evidence such Lender’s Pro Rata Share of such
respective amounts. Any Lender not receiving a Term Note may request at any
time that the Company issue it such Term Note on the terms set forth herein,
and the Company agrees to issue such Term Note reasonably promptly upon the
request of a Lender. The Term Notes and the Obligations evidenced thereby
shall be governed by, subject to and benefit from all of the terms and
conditions of this Agreement and the other Loan Documents and shall be secured
by the Collateral.



2.2 Interest on the Term Loans.




     A. Rate of Interest. Subject to the provisions of subsections 2.6 and
2.7, each Term Loan shall bear interest on the unpaid principal amount thereof
from the date made to maturity (whether by acceleration or otherwise) at a rate
determined by reference to the Base Rate or the Reserve Adjusted Eurodollar
Rate, as the case may be. The applicable basis for determining the rate of
interest with respect to any Term Loan shall be selected by the Company
initially at the time a Notice of Borrowing is given with respect to such Term
Loan pursuant to subsection 2.1 B. The basis for determining the interest rate
with respect to any Term Loan may be changed from time to time pursuant to
subsection 2.2D. If on any day any Term Loan is outstanding with respect to
which notice has not been delivered to the Administrative Agent in accordance
with the terms of this Agreement specifying the applicable basis for
determining the rate of interest, then for that day that Term Loan shall bear
interest determined by reference to the Base Rate. Subject to the provisions
of subsections 2.2E and 2.7, the Term Loans shall bear interest through
maturity as follows:




     (i) if a Base Rate Loan, then at the sum of the Base Rate plus the
Applicable Base Rate Margin; or




     (ii) if a Eurodollar Rate Loan, then at the sum of the Reserve
Adjusted Eurodollar Rate for the relevant Interest Period plus the
Applicable Eurodollar Rate Margin.



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     B. Interest Periods. In connection with each Eurodollar Rate Loan, the
Company may, pursuant to the Notice of Borrowing or the applicable Notice of
Conversion/Continuation, select an interest period (each, an “Interest Period”)
to be applicable to such Term Loan, which Interest Period shall be, at the
Company’s option, either a one, two, three or six month period (or a nine or
twelve month period, if the Administrative Agent determines such Interest
Periods are available); provided that:




     (i) the initial Interest Period for any Eurodollar Rate Loan shall
commence on the date specified in the applicable Notice of
Conversion/Continuation, in the case of a Base Rate Loan converted to a
Eurodollar Rate Loan;




     (ii) in the case of immediately successive Interest Periods
applicable to a Eurodollar Rate Loan continued as such pursuant to a
Notice of Conversion/Continuation, each successive Interest Period shall
commence on the day on which the next preceding Interest Period expires;




     (iii) if an Interest Period would otherwise expire on a day that is
not a Business Day, such Interest Period shall expire on the next
succeeding Business Day; provided, that, if any Interest Period would
otherwise expire on a day that is not a Business Day but is a day of the
month after which no further Business Day occurs in such month, such
Interest Period shall expire on the next preceding Business Day;




     (iv) any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest
Period) shall, subject to clause (v) of this subsection 2.2B, end on the
last Business Day of the next calendar month;




     (v) no Interest Period with respect to any portion of the Term Loans
shall extend beyond the Term Loan Maturity Date;




     (vi) the Company may not select an Interest Period of longer than
one month prior to the end of the Initial Period;




     (vii) there shall be no more than five (5) Interest Periods
outstanding at any time during the Initial Period, and thereafter no more
than eight (8) Interest Periods shall be outstanding at any time; and




     (viii) in the event the Company fails to specify an Interest Period
for any Eurodollar Rate Loan in the Notice of Borrowing or the applicable
Notice of Conversion/Continuation, the Company shall be deemed to have
selected an Interest Period of one month.



     C. Interest Payments. Subject to the provisions of subsection 2.2E,
interest on each Term Loan shall be payable in arrears on and to each Interest
Payment Date applicable to that Term Loan, upon any prepayment of that Term
Loan (to the extent accrued on the amount being prepaid) and at maturity
(including final maturity, by acceleration or otherwise).



     D. Conversion or Continuation. Subject to the provisions of subsection
2.6, the Company shall have the option (i) to convert at any time all or any
part of its outstanding Term Loans equal to (i) (x) in a minimum amount of
$500,000 and integral multiples of $100,000 in excess of that amount with
respect to conversions of Eurodollar Rate to Base Rate Loans and (z) in a
minimum amount of $1,000,000 and integral multiples of $500,000 in excess of
that amount with respect to conversions of Base Rate Loans to Eurodollar Rate
Loans; or (ii) upon the expiration of any Interest Period applicable to a
Eurodollar Rate Loan, to continue all or any portion of such Term Loan equal to
$1,000,000 and integral multiples of $500,000 in excess of that amount as a
Eurodollar Rate Loan; provided, however, subject to subsection 2.6D, a
Eurodollar Rate Loan may only be converted into a Base Rate Loan on the
expiration date of an Interest Period applicable thereto.



     The Company shall deliver a Notice of Conversion/Continuation to the
Administrative Agent no later than 1:00 p.m. (New York time) at least one
Business Day in advance of the proposed conversion date (in the case of a
conversion to a Base Rate Loan), and at least three Business Days in advance of
the proposed conver-



-24-









 





sion/continuation date (in the case of a conversion to, or a continuation
of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify
(i) the proposed conversion/continuation date (which shall be a Business Day),
(ii) the amount and type of the Term Loan to be converted/continued, (iii) the
nature of the proposed conversion/continuation, (iv) in the case of a
conversion to, or a continuation of, a Eurodollar Rate Loan, the requested
Interest Period, and (v) in the case of a conversion to, or a continuation of,
a Eurodollar Rate Loan, that no Default or Event of Default has occurred and is
continuing. In lieu of delivering the above-described Notice of
Conversion/Continuation, the Company may give the Administrative Agent
telephonic notice by the required time of any proposed conversion/continuation
under this subsection 2.2D; provided, that such notice shall be promptly
confirmed in writing by delivery of a Notice of Conversion/Continuation to the
Administrative Agent on or before the proposed conversion/continuation date.



     Neither the Administrative Agent nor any Lender shall incur any liability
to the Company in acting upon any telephonic notice referred to above that the
Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized to act on behalf of the Company
or for otherwise acting in good faith under this subsection 2.2D, and upon
conversion or continuation of the applicable basis for determining the interest
rate with respect to any Term Loans in accordance with this Agreement pursuant
to any such telephonic notice the Company shall have effected a conversion or
continuation, as the case may be, hereunder.



     Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice
of Conversion/Continuation for conversion to, or continuation of, a Eurodollar
Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and
after the related Interest Rate Determination Date, and the Company shall be
bound to effect a conversion or continuation in accordance therewith.



     E. Post-Default Interest. Upon the occurrence and during the continuation
of any Event of Default, if requested by the Requisite Lenders, the outstanding
principal amount of all Term Loans and, to the extent permitted by applicable
law, any interest payments thereon not paid when due and any fees and other
amounts then due and payable hereunder, shall thereafter bear interest
(including post-petition interest in any proceeding under the Bankruptcy Code,
or other applicable bankruptcy or insolvency laws) payable upon demand at a
rate that is 2% per annum in excess of the interest rate otherwise payable
under this Agreement with respect to the applicable Term Loans; provided, that,
in the case of Eurodollar Rate Loans, upon the expiration of the Interest
Period in effect at the time any such increase in interest rate is effective
such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall
thereafter bear interest payable upon demand at a rate equal to 2% per annum in
excess of the interest rates otherwise payable under this Agreement. Payment
or acceptance of the increased rates of interest provided for in this
subsection 2.2E is not a permitted alternative to timely payment and shall not
constitute a waiver of any Event of Default or otherwise prejudice or limit any
rights or remedies of the Administrative Agent or any Lender.



     F. Computation of Interest. Interest on Term Loans shall be computed on
the basis of a 360-day year (a 365 or 366-day year, as applicable, in the case
of Base Rate Loans based on the Prime Rate) and for the actual number of days
elapsed in the period during which it accrues. In computing interest on any
Term Loan, the date of the making of such Term Loan or the first day of an
Interest Period applicable to such Term Loan or, with respect to a Base Rate
Loan being converted from a Eurodollar Rate Loan, the date of conversion of
such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be
included, and the date of payment of such Term Loan or the expiration date of
an Interest Period applicable to such Term Loan or, with respect to a Base Rate
Loan being converted to a Eurodollar Rate Loan, the date of conversion of such
Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be
excluded; provided, that if a Term Loan is repaid on the same day on which it
is made, one day’s interest shall be paid on that Term Loan.



2.3 Fees.




     A. Annual Administrative Fee. The Company agrees to pay to the
Administrative Agent an annual administrative fee in such amounts as may have
been or hereafter be agreed between them from time to time.



     B. Other Agent Fees. The Company agrees to pay such other fees to Agents
as may have been or hereafter be agreed upon from time to time.



-25-









 





2.4 Repayments and Prepayments; General Provisions Regarding Payments.




     A. Payments of Term Loans. The Company shall repay the entire principal
amount of the outstanding Term Loans on the Term Loan Maturity Date.



     B. Prepayments.




     (i) Voluntary Prepayments. Subject to the terms of subsection
2.4B(ii), so long as no amounts are owed under the First Lien Credit
Agreement and no letters of credit, commitments to extend credit or
obligations to make payments remain outstanding under the First Lien
Credit Agreement that have not been fully cash collateralized, the
Company may, upon not less than three (3) Business Days’ prior written or
telephonic notice, in the case of Term Loans which are Eurodollar Rate
Loans, and upon not less than one (1) Business Day’s prior written or
telephonic notice, in the case of Term Loans which are Base Rate Loans,
promptly confirmed in writing to the Administrative Agent (which notice
the Administrative Agent will promptly transmit by facsimile or telephone
to each Lender), at any time and from time to time prepay, without
premium or penalty, the Term Loans on any Business Day in whole or in
part in an aggregate minimum amount of (i) $1,000,000 and integral
multiples of $500,000 in excess of that amount in the case of Eurodollar
Rate Loans; and (ii) $500,000 and integral multiples of $500,000 in
excess of that amount in the case of Base Rate Loans; provided, however,
that in the event the Company shall prepay a Eurodollar Rate Loan other
than on the expiration of the Interest Period applicable thereto, the
Company shall, at the time of such prepayment, also pay any amounts
payable under subsection 2.6D. Notice of prepayment having been given as
aforesaid, the Term Loans shall become due and payable on the prepayment
date specified in such notice and in the aggregate principal amount
specified therein. Any voluntary prepayments pursuant to this subsection
2.4B(i) shall be applied as specified in subsection 2.4C.




     (ii) Term Loan Call Protection. In the event that the Term Loans
are prepaid or repaid in whole or in part pursuant to subsection (i)
above prior to the second anniversary of the Closing Date, the Company
shall pay to Lenders having Term Loan Exposure a prepayment premium on
the amount so prepaid or repaid as follows:



	 	 	 	 	 
	 	 	Prepayment premium as a percentage of the
	Relevant Period
	 	amount so prepaid or repaid

	On or prior to the first anniversary of the
Closing Date
	 	 	4.0	%
	 
	 	 	
 	 
	Closing
Date

	 	 	 	 
	On or prior to the second anniversary of the
Closing Date, but after the first anniversary
of the Closing Date
	 	 	2.0	%
	 
	 	 	
 	 








     (iii) Mandatory Prepayments. Subject to the provisions of the last
sentence of this subsection 2.4B(iii) below and the Intercreditor
Agreement, the Term Loans shall be prepaid in the manner provided in
subsection 2.4C upon the occurrence of the following circumstances:




     (a) Prepayments from Asset Dispositions. No later than the
third (3rd) Business Day following the date of receipt by the
Company or any of its Subsidiaries of Net Cash Proceeds of any
Asset Disposition, the Company shall, to the extent it is not
required to apply such Net Cash Proceeds to prepay obligations
under the First Lien Credit Agreement, prepay the Term Loans (and
associated accrued interest and prepayment fees, if any) as
provided in subsection 2.4C in an amount equal to the Net Cash
Proceeds received; provided, that (i) so long as no Default or
Event of Default shall have occurred and be continuing, and (ii) to
the extent that aggregate Net Cash Proceeds from such Asset
Dispositions do not exceed $2,000,000 in any Fiscal Year, the
Company shall have the option, directly or through one or more of
its Subsidiaries, to invest (or commit in writing to invest) such
Net Cash Proceeds, within two hundred-seventy (270) days of



-26-









 





receipt thereof, in long-term productive assets of the general
type used in the business of the Company and its Subsidiaries (and,
to the extent not so invested (or committed in writing to be
invested), shall apply such amounts as provided in subsection
2.4C).




     (b) Prepayments Due to Issuance of Debt. No later than the
third (3rd) Business Day following the date of receipt by the
Company or any of its Subsidiaries of any proceeds of any
Indebtedness (other than Indebtedness permitted by this Agreement),
the Company shall, to the extent it is not required to apply such
proceeds to prepay obligations under the First Lien Credit
Agreement, prepay the Term Loans (and associated accrued interest
and prepayment fees, if any) as provided in subsection 2.4C in an
amount equal to the amount of such proceeds (net of underwriting
discounts and commissions, brokers’ and financial advisor’
commissions, taxes, any prepayment premiums and other reasonable
costs and expenses associated therewith, including reasonable legal
fees and expenses); provided, that payment or acceptance of the
amounts provided for in this subsection 2.4B(iii)(b) shall not
constitute a waiver of any Event of Default resulting from the
incurrence of such Indebtedness or otherwise prejudice any rights
or remedies of the Administrative Agent or any Lender.
Notwithstanding the foregoing, in the case of a Take-Out Financing,
the Company shall be permitted to apply such proceeds first, to
prepay the outstanding Subordinated Notes and/or Exchange Notes
(together with interest and any redemption premium), second, to the
extent the Leverage Ratio is 4.0:1.0 or less (calculated on a Pro
Forma Basis after giving effect to the application of such proceeds
and evidenced by a Compliance Certificate delivered to the
Administrative Agent), to redeem or otherwise repurchase, in whole
or in part, the Preferred Stock (together with any redemption or
repurchase premium thereon), and third, to apply such amounts as
provided in subsection 2.4C.




     (c) Prepayments Due to Issuance of Equity Securities. No
later than the third (3d) Business Day following the date of
receipt by the Company or any of its Subsidiaries of any Equity
Proceeds, the Company shall, to the extent it is not required to
apply such proceeds to prepay obligations under the First Lien
Credit Agreement, prepay the Term Loans (and associated accrued
interest and prepayment fees, if any) as provided in subsection
2.4C in an aggregate amount equal to 50% of such Equity Proceeds;
provided, that during any period in which the Leverage Ratio
(determined for any such period by reference to the most recent
Compliance Certificate delivered pursuant to subsection 6.1(iv)
calculating the Leverage Ratio) shall be 4.0:1.0 or less, the
Company shall only be required to make the prepayments and/or
reductions otherwise required hereby in an amount equal to 25% of
such Equity Proceeds; provided, further, that no such prepayment or
commitment reduction shall be required with respect to Equity
Proceeds that are received (x) pursuant to an employee stock or
stock option plan or upon the exercise of warrants, options or
other convertible securities outstanding on the Closing Date or (y)
in connection with sales or issuances of any Capital Stock or other
equity securities to one or more Permitted Holders or a capital
contribution by one or more Permitted Holders.




     (d) Prepayments Due to Recovery Event. To the extent of Net
Recovery Event Proceeds received in connection with a Recovery
Event in excess of $1,000,000 in the aggregate, the Company shall,
to the extent it is not required to apply such Net Recovery Event
Proceeds to prepay obligations under the First Lien Credit
Agreement, prepay the Term Loans (and associated accrued interest
and prepayment fees, if any) as provided in subsection 2.4C in an
aggregate amount equal to 100% of the Net Recovery Event Proceeds;
provided, that so long as no Default or Event of Default shall have
occurred and be continuing, the Company shall have the option,
directly or through one or more of its Subsidiaries to invest (or
commit in writing to invest) such Net Recovery Event Proceeds,
within two hundred-seventy (270) days of receipt thereof, in
long-term productive assets of the general type used in the
business of the Company and its Subsidiaries (and, to the extent
not so invested (or committed in writing to be invested), shall
apply such amounts as provided in subsection 2.4C). Concurrently
with any prepayment of Term Loans pursuant to this subsection
2.4B(iii)(d), the Company shall deliver to the Administrative Agent
an Officer’s Certificate demonstrating in detail reasonably
satisfactory to the Administrative Agent the derivation of the
insurance proceeds or condemnation award, as the case may be, of
the correlative Recovery



-27-









 





Event. Cash proceeds from any Recovery Event of $1,000,000 or
less shall be paid to and retained by the Company.




     (e) Prepayments from Consolidated Excess Cash Flow. In the
event that there shall be Consolidated Excess Cash Flow for any
Fiscal Year (commencing with the Fiscal Year ending December 31,
2004), the Company shall, no later than one hundred twenty (120)
days after the end of such Fiscal Year, prepay the Term Loans in an
aggregate amount equal to 50% of such Consolidated Excess Cash Flow
for such Fiscal Year, to the extent it is not required to apply
such 50% of Consolidated Excess Cash Flow to prepay obligations
under the First Lien Credit Agreement; provided, during any period
in which the Leverage Ratio (determined for any such period by
reference to the most recent Compliance Certificate delivered
pursuant to subsection 6.1(iii) calculating the Leverage Ratio)
shall be 4.0:1.0 or less, the Company shall only be required to
make the prepayments and/or reductions otherwise required hereby in
an amount equal to 25% of such Consolidated Excess Cash Flow, to
the extent it is not required to apply such 25% of Consolidated
Excess Cash Flow to prepay obligations under the First Lien Credit
Agreement.



Notwithstanding the foregoing provisions of this subsection 2.4B(iii),
the Company shall only be required to prepay Term Loans hereunder to the
extent the aggregate amount of mandatory prepayments otherwise required
to be made pursuant to the provisions of this subsection 2.4B(iii)
exceeds $15,000,000 in the aggregate since the Closing Date.



     C. Application of Prepayments.




     (i) Application of Prepayments. Any voluntary prepayments pursuant
to subsection 2.4B(i) and any amount required to be applied as a
prepayment of Term Loans pursuant to subsection 2.4B(iii) shall be
applied to prepay the Term Loans of the Lenders in accordance with the
Lenders Pro Rata Shares. Each such prepayment shall be made subject to
the requirements of subsection 2.6D.




     (ii) Application of Prepayments of Term Loans to Base Rate Loans and
Eurodollar Rate Loans. Considering Term Loans being prepaid separately,
any prepayment thereof shall be applied first to Base Rate Loans to the
full extent thereof before application to Eurodollar Rate Loans, in each
case in a manner which minimizes the amount of any payments required to
be made by the Company pursuant to subsection 2.6D.



     D. Application of Proceeds of Collateral and Payments Under Guaranties and
Certain Other Amounts.




     (i) Application of Proceeds of Collateral. Subject to the terms of
the Intercreditor Agreement and except as provided in subsection
2.4B(iii) with respect to prepayments from Net Cash Proceeds, insurance
proceeds or condemnation awards and proceeds of any Recovery Event which
are $1,000,000 or less which are retained by the Company, all proceeds
received by the Administrative Agent or the Collateral Agent, as the case
may be, in respect of any sale of, collection from, or other realization
upon all or any part of the Collateral under any Collateral Document may,
in the discretion of the Collateral Agent, be held by the Collateral
Agent as Collateral for, and/or (then or at any time thereafter) applied
in full or in part by the Administrative Agent against, the applicable
Secured Obligations (as defined in such Collateral Document) in the
following order of priority:




     (a) to the payment of all costs and expenses of such sale,
collection or other realization, including without limitation
reasonable compensation to the Agents and their agents and counsel,
and all other reasonable expenses, liabilities and advances made or
incurred by the Agents in connection therewith, and all amounts for
which such Agents are entitled to indemnification under such
Collateral Document and all advances made by the Collateral Agent
thereunder for the account of the applicable Loan Party (excluding
principal and interest in respect to any Term Loans of such Loan
Party), and to the payment of all reasonable costs and expenses
paid or incurred by the Collateral Agent in connection with the
exercise of any right or remedy under such



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Collateral Document, all in accordance with the terms of this
Agreement and such Collateral Document;




     (b) thereafter, to the extent of any excess proceeds, to the
payment of all other Secured Obligations for the ratable benefit of
the holders thereof; and




     (c) thereafter, to the extent of any excess proceeds, to the
payment to or upon the order of such Loan Party or to whosoever may
be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct.




     (ii) Application of Payments Under Guaranties. All payments
received by the Administrative Agent under any Guaranty shall be applied
promptly from time to time by the Administrative Agent in the following
order of priority:




     (a) to the payment of the reasonable costs and expenses of any
collection or other realization under such Guaranty, including
without limitation reasonable compensation to the Administrative
Agent and its agents and counsel, and all expenses, liabilities and
advances made or incurred by the Administrative Agent in connection
therewith, all in accordance with the terms of this Agreement and
such Guaranty;




     (b) thereafter, to the extent of any excess such payments, to
the payment of all other Guarantied Obligations (as defined in such
Guaranty) for the ratable benefit of the holders thereof; and




     (c) thereafter, to the extent of any excess such payments, to
the payment to the applicable Guarantor or to whosoever may be
lawfully entitled to receive the same or as a court of competent
jurisdiction may direct.



     E. Change of Control Prepayments.




     (i) If a Change of Control occurs, the Company shall be obligated to
make an offer to prepay (the “Change of Control Offer”) each Lender’s
outstanding Term Loans at a prepayment price (the “Change of Control
Prepayment Price”) equal to 101% of the principal amount thereof plus
accrued and unpaid interest, if any, to the Change of Control Payment
Date in accordance with the procedures set forth below.




     (ii) Within thirty (30) days of the occurrence of a Change of
Control, the Company shall send by first-class mail, postage prepaid, to
the Administrative Agent a notice stating:



(a) that the Change of Control Offer is being made pursuant to
this subsection 2.4E and that all Term Loans offered for prepayment
will be accepted for prepayment;



(b) the Change of Control Prepayment Price and the purchase
date (which shall be a Business Day no earlier than thirty (30)
days nor later than forty-five (45) days from the date such notice
is mailed (the “Change of Control Payment Date”));



(c) that any Term Loan not prepaid will continue to accrue
interest;



(d) that, unless the Company defaults in the payment of the
Change of Control Prepayment Price, any Term Loans accepted for
prepayment pursuant to the Change of Control Offer shall cease to
accrue interest after the Change of Control Payment Date;



(e) that the Lenders will be entitled to withdraw their
acceptance if the Administrative Agent receives, not later than the
close of business on the third Business Day preceding the Change of
Control Payment Date, a telegram, telex, facsimile transmission or
letter setting forth



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the name of the Lender, the principal amount of the Term Loan
to be prepaid, and a statement that such Lender is withdrawing its
election to have such Term Loans prepaid; and



(f) any other procedures that a Lender must follow to accept a
Change of Control Offer or effect withdrawal of such acceptance.




     On the Change of Control Payment Date, the Company shall (1) accept
for payment Term Loans or portions thereof prepaid pursuant to the Change
of Control Offer, (2) deposit with the Administrative Agent U.S. legal
tender sufficient to pay the Change of Control Prepayment Price of all
Term Loans or portions thereof that have accepted the prepayment and (3)
deliver to the Administrative Agent an Officers’ Certificate stating the
amount of the Term Loans or portions thereof prepaid by the Company. The
Administrative Agent shall promptly mail to each Lender that has so
accepted payment in an amount equal to the principal amount for such Term
Loans, and if requested by any Lender, the Company shall execute and
issue, and the Administrative Agent shall promptly mail to such Lender, a
new Term Note equal in principal amount to any unprepaid portion of the
Term Loans held by such Lenders.



     F. General Provisions Regarding Payments.




     (i) Manner and Time of Payment. All payments by the Company of
principal, interest, fees and other Obligations hereunder and under the
Notes shall be made in same day funds and without defense, setoff or
counterclaim, free of any restriction or condition, and delivered to the
Administrative Agent not later than 2:00 p.m. (New York time) on the
date due at the Funding and Payment Office for the account of the
Lenders; funds received by the Administrative Agent after that time on
such due date shall, at the Administrative Agent’s discretion, be deemed
to have been paid by the Company on the next succeeding Business Day.
The Company hereby authorizes the Administrative Agent to charge its
accounts with the Administrative Agent in order to cause timely payment
to be made to the Administrative Agent of all principal, interest, fees
and expenses due hereunder (subject to sufficient funds being available
in its accounts for that purpose).




     (ii) Application of Payments to Principal, Interest and Prepayment
Fees. Except as provided in subsection 2.2C, all payments in respect of
the principal amount of any Term Loan shall include payment of accrued
interest and prepayment fees, if any, on the principal amount being
repaid or prepaid, and all such payments (and in any event any payments
made in respect of any Term Loan on a date when interest is due and
payable with respect to such Term Loan) shall be applied to the payment
of interest and prepayment fees, if any, before application to principal;
provided, that in no event shall the total amount of interest, fees and
principal exceed the amount required to be prepaid.




     (iii) Apportionment of Payments. The aggregate principal,
prepayment fees and interest payments shall be apportioned among all
outstanding Term Loans to which such payments relate, in each case
proportionately to the Lenders’ respective Pro Rata Shares. The
Administrative Agent shall promptly distribute to each Lender, at its
applicable Lender Office, its Pro Rata Share of all such payments
received by the Administrative Agent. Notwithstanding the foregoing
provisions of this subsection 2.4E(iii) if, pursuant to the provisions of
subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to
any Affected Lender or if any Affected Lender makes Base Rate Loans in
lieu of its Pro Rata Share of any Eurodollar Rate Loans, the
Administrative Agent shall give effect thereto in apportioning payments
received thereafter.




     (iv) Payments on Business Days. Except if expressly provided
otherwise, whenever any payment to be made hereunder shall be stated to
be due on a day that is not a Business Day, such payment shall be made on
the next succeeding Business Day and such extension of time shall be
included in the computation of the payment of interest hereunder.




     (v) Notation of Payment. Each Lender agrees that before disposing
of any Note held by it, or any part thereof (other than by granting
participations therein), that Lender will make a notation thereon of all
Term Loans evidenced by that Note and all principal payments previously
made thereon and of the date



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to which interest thereon has been paid; provided, that the failure
to make (or any error in the making of) a notation of any Term Loan made
under such Note shall not limit or otherwise affect such disposition or
the obligations of the Company hereunder or under such Note with respect
to any Term Loan or any payments of principal or interest on such Note.



2.5 Use of Proceeds.




     A. Use of Proceeds. The proceeds of the Term Loans made to the Company
shall be applied, together with the proceeds of the loans made pursuant to the
First Lien Credit Agreement to (i) repay in full the obligations under the
Existing Credit Facilities, (ii) finance the redemption of a portion of the
Subordinated Notes outstanding on the Closing Date in an aggregate principal
amount up to $25,000,000 and (iii) pay the Transaction Costs in an amount up to
$8,000,000.



     B. Compliance With Laws. The Company undertakes that no portion of the
proceeds of any Term Loans or other extensions of credit under this Agreement
shall be used by any Loan Party in any manner which would be illegal under, or
which would cause the invalidity or unenforceability (in each case in whole or
in part) of any Loan Document under, any applicable law.



     C. Margin Regulations. Without limiting the generality of subsection
2.5C, no portion of the proceeds of any borrowing under this Agreement shall be
used by the Company or any of its Subsidiaries in any manner that might cause
the borrowing or the application of such proceeds to violate Regulation T,
Regulation U or Regulation X of the Board of Governors of the Federal Reserve
System or any other regulation of such Board or to violate the Exchange Act, in
each case as in effect on the date or dates of such borrowing and such use of
proceeds.



2.6 Special Provisions Governing Eurodollar Rate Loans.




     Notwithstanding any other provision of this Agreement to the contrary, the
following provisions shall govern with respect to Eurodollar Rate Loans as to
the matters covered:



     A. Determination of Applicable Interest Rate. As soon as practicable
after 11:00 a.m. (New York time) on each Interest Rate Determination Date, the
Administrative Agent shall determine (which determination shall, absent
manifest error, be final, conclusive and binding upon all parties) the interest
rate that shall apply to the Eurodollar Rate Loans for which an interest rate
is then being determined for the applicable Interest Period and shall promptly
give notice thereof (in writing or by telephone confirmed in writing) to the
Company and each Lender.



     B. Inability to Determine Applicable Interest Rate. In the event that the
Administrative Agent shall have reasonably determined (which determination
shall be final and conclusive and binding upon all parties hereto), on any
Interest Rate Determination Date with respect to any Eurodollar Rate Loans,
that by reason of circumstances arising after the date of this Agreement
affecting the London interbank market, adequate and fair means do not exist for
ascertaining the interest rate applicable to such Term Loans on the basis
provided for in the definition of Reserve Adjusted Eurodollar Rate the
Administrative Agent shall on such date give notice (by telecopy or by
telephone confirmed in writing) to the Company and each Lender of such
determination, whereupon (i) no Term Loans may be made or continued as, or
converted to, Eurodollar Rate Loans, until such time as the Administrative
Agent notifies the Company and the Lenders that the circumstances giving rise
to such notice no longer exist (such notification not to be unreasonably
withheld or delayed) and (ii) any Notice of Conversion/Continuation given by
the Company with respect to the Term Loans in respect of which such
determination was made shall be deemed to be rescinded by the Company.



     C. Illegality or Impracticability of Eurodollar Rate Loans. In the event
that on any date any Lender shall have reasonably determined (which
determination shall be final and conclusive and binding upon all parties hereto
but shall be made only after consultation with the Company and the
Administrative Agent) that the making, maintaining or continuation of its
Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such
Lender in good faith with any law, treaty, governmental rule, regulation,
guideline or order (or would conflict with any such treaty, governmental rule,
regulation, guideline or order not having the force of law even though the
failure to comply therewith would not be unlawful) or (ii) has become
impracticable, or would cause such



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Lender material hardship, as a result of contingencies occurring after the
date of this Agreement which materially and adversely affect the London
interbank market, then, and in any such event, such Lender shall be an
“Affected Lender” and it shall on that day give notice (by telecopy or by
telephone confirmed in writing) to the Company and the Administrative Agent of
such determination (which notice the Administrative Agent shall promptly
transmit to each other Lender). Thereafter (a) the obligation of the Affected
Lender to make Term Loans as, or to convert Term Loans to, Eurodollar Rate
Loans, shall be suspended until such notice shall be withdrawn by the Affected
Lender, (b) to the extent such determination by the Affected Lender relates to
a Eurodollar Rate Loan then being requested by the Company pursuant to the
Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender
shall make such Term Loan as (or convert such Term Loan to, as the case may be)
a Base Rate Loan, (c) the Affected Lender’s obligation to maintain its
outstanding Eurodollar Rate Loans, as the case may be (the “Affected Loans”),
shall be terminated at the earlier to occur of the expiration of the Interest
Period then in effect with respect to the Affected Loans or when required by
law, and (d) the Affected Loans shall automatically convert into Base Rate
Loans on the date of such termination. Notwithstanding the foregoing, to the
extent a determination by an Affected Lender as described above relates to a
Eurodollar Rate Loan then being requested by the Company pursuant to a Notice
of Conversion/Continuation, the Company shall have the option, subject to the
provisions of subsection 2.6D, to rescind such of Notice of Borrowing or Notice
of Conversion/Continuation as to all Lenders by giving notice (by telecopy or
by telephone confirmed in writing) to the Administrative Agent of such
rescission on the date on which the Affected Lender gives notice of its
determination as described above (which notice of rescission the Administrative
Agent shall promptly transmit to each other Lender). Except as provided in the
immediately preceding sentence, nothing in this subsection 2.6C shall affect
the obligation of any Lender other than an Affected Lender to make or maintain
Term Loans as, or to convert Term Loans to, Eurodollar Rate Loans in accordance
with the terms of this Agreement.



     D. Compensation For Breakage or Non-Commencement of Interest Periods. The
Company shall compensate each Lender, upon written request by that Lender
(which request shall set forth the basis for requesting such amounts), for all
reasonable losses, expenses and liabilities (including, without limitation, any
interest paid by that Lender to the Lenders of funds borrowed by it to make or
carry its Eurodollar Rate Loans and any actual loss, expense or liability
sustained by that Lender in connection with the liquidation or re-employment of
such funds) which that Lender may sustain: (i) if for any reason (other than a
default by that Lender) a borrowing of any Eurodollar Rate Loan does not occur
on a date specified therefor in a Notice of Borrowing or a telephonic request
for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan
does not occur on a date specified therefor in a Notice of
Conversion/Continuation or a telephonic request for conversion or continuation,
(ii) if any prepayment (including any prepayment pursuant to subsection 2.4B)
or conversion of any of its Eurodollar Rate Loans occurs on a date that is not
the last day of an Interest Period applicable to that Term Loan, (iii) if any
prepayment of any of its Eurodollar Rate Loans is not made on any date
specified in a notice of prepayment given by the Company, or (iv) as a
consequence of any other default by the Company in the repayment of its
Eurodollar Rate Loans when required by the terms of this Agreement.



     E. Booking of Eurodollar Rate Loans. Subject to subsection 2.8, any
Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the
account of any of its branch offices or the office of an Affiliate of that
Lender.



     F. Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation
of all amounts payable to a Lender under this subsection 2.6 and under
subsection 2.7A shall be made as though that Lender had actually funded each of
its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to clause (i) of the definition
of Reserve Adjusted Eurodollar Rate in an amount equal to the amount of such
Eurodollar Rate Loan and having a maturity comparable to the relevant Interest
Period and, through the transfer of such Eurodollar deposit from an offshore
office of that Lender to a domestic office of that Lender in the United States
of America; provided, however, that each Lender may fund each of its Eurodollar
Rate Loans in any manner it sees fit and the foregoing assumptions shall be
utilized only for the purposes of calculating amounts payable under this
subsection 2.6 and under subsection 2.7A.



     G. Eurodollar Rate Loans After Default. After the occurrence of and
during the continuation of a Default or Event of Default, (i) the Company may
not elect to have a Term Loan be made or maintained as, or converted to, a
Eurodollar Rate Loan after the expiration of any Interest Period then in effect
for that Term Loan and (ii)



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subject to the provisions of subsection 2.6D, any Notice of Borrowing or
Notice of Conversion/Continuation given by the Company with respect to a
requested borrowing or conversion/continuation that has not yet occurred shall
be deemed to be rescinded by the Company.



2.7 Increased Costs; Taxes.




     A. Increased Costs Generally. If any Change in Law shall: (i) 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 by, any Lender (except any reserve
requirement reflected in the Eurodollar Base Rate); (ii) subject any Lender to
any tax of any kind whatsoever with respect to this Agreement or any Eurodollar
Rate Loans made by it, or change the basis of taxation of payments to such
Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered
by subsection 2.7E and changes in the rate of any Excluded Tax payable by such
Lender); or (iii) impose on any Lender or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurodollar Rate Loans
hereunder made by such Lender; and the result of any of the foregoing shall be
to increase the cost to such Lender of making or maintaining any Eurodollar
Rate Loan (or of maintaining its obligations to make any such Term Loan) or to
increase the cost to such Lender, or to reduce the amount of any sum received
or receivable by such Lender hereunder (whether of principal, interest or any
other amount), then upon request of such Lender the Company will pay to such
Lender such additional amount or amounts as will compensate such Lender for
such additional costs incurred or reduction suffered.



     B. Capital Requirements. If any Lender determines that any Change in Law
affecting such Lender or the applicable Lender Office of such Lender or such
Lender’s holding company, if any, regarding capital requirements has or would
have the effect of reducing the rate of return on such Lender’s capital or on
the capital of such Lender’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Term Loans made by, such
Lender, to a level below that which such Lender or such Lender’s holding
company could have achieved but for such Change in Law (taking into
consideration such Lender’s policies and the policies of such Lender’s holding
company with respect to capital adequacy), then from time to time the Company
will pay to such Lender, as the case may be, such additional amount or amounts
as will compensate such Lender or such Lender’s holding company for any such
reduction suffered.



     C. Certificates for Reimbursement. A certificate of a Lender setting
forth the amount or amounts necessary to compensate such Lender or its holding
company, as the case may be, as specified in subsection 2.7A or 2.7B and
delivered to the Company shall be conclusive absent manifest error. The
Company shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.



     D. Delay in Requests. Failure or delay on the part of any Lender to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender’s right to demand such compensation; provided, that the Company
shall not be required to compensate a Lender pursuant to this Section for any
increased costs incurred or reductions suffered more than nine months prior to
the date that such Lender notifies the Company of the Change in Law giving rise
to such increased costs or reductions and of such Lender’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).



     E. Taxes.




     (i) Payments Free of Taxes. Any and all payments by or on account
of any obligation of the Company hereunder or any other Loan Document
shall be made free and clear of and without reduction or withholding for
any Indemnified Taxes or Other Taxes; provided that, if the Company shall
be required by applicable law to deduct any Indemnified Taxes (including
any Other Taxes) from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this
subsection) the Agent or Lender, as the case may be, receives an amount
equal to the sum it would have received had no such deductions been made,
(ii) the Company shall make such deductions and (iii) the Company shall
timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.



-33-









 






     (ii) Payment of Other Taxes by the Company. Without limiting the
provisions of paragraph (i) above, the Company shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with
applicable law.




     (iii) Indemnification by the Company. The Company shall indemnify
the Agents and each Lender within 10 days after demand therefor, for the
full amount of any Indemnified Taxes or Other Taxes (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable
to amounts payable under this Section) paid by such Agent or such Lender,
as the case may be, and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the
amount of such payment or liability delivered to the Company by an Agent
or a Lender (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.




     (iv) Evidence of Payments. As soon as practicable after any payment
of Indemnified Taxes or Other Taxes by the Company to a Governmental
Authority, the Company shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such
payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.




     (v) Status of Lenders. Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the
jurisdiction in which the Company is a resident for tax purposes, or any
treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to the Company
(with a copy to the Administrative Agent), at the time or times
prescribed by applicable law or reasonably requested by the Company or
the Administrative Agent, such properly completed and executed
documentation prescribed by applicable law as will permit such payments
to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if requested by the Company or the Administrative
Agent, shall deliver such other documentation prescribed by applicable
law or reasonably requested by the Company or the Administrative Agent as
will enable the Company or the Administrative Agent to determine whether
or not such Lender is subject to backup withholding or information
reporting requirements. Without limiting the generality of the
foregoing, in the event that the Company is a resident for tax purposes
in the United States of America, any Foreign Lender shall deliver to the
Company and the Administrative Agent (in such number of copies as shall
be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to
time thereafter upon the request of the Company or the Administrative
Agent, but only if such Foreign Lender is legally entitled to do so),
whichever of the following is applicable: (i) duly completed copies of
Internal Revenue Service Form W-8BEN, claiming eligibility for benefits
of an income tax treaty to which the United States of America is a party,
(ii) duly completed copies of Internal Revenue Service Form W-8ECI, (iii)
in the case of a Foreign Lender claiming the benefits of the exemption
for portfolio interest under section 881(c) of the Code, (x) a
certificate to the effect that such Foreign Lender is not (A) a “bank”
within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of the Company within the meaning of section 881(c)(3)(B) of
the Code, or (C) a “controlled foreign corporation” described in section
881(c)(3)(C) of the Code and (y) duly completed copies of Internal
Revenue Service Form W-8BEN or (iv) any other form prescribed by
applicable law as a basis for claiming exemption from or a reduction in
United States Federal withholding tax duly completed together with such
supplementary documentation as may be prescribed by applicable law to
permit the Company to determine the withholding or deduction required to
be made.




     (vi) Treatment of Certain Refunds. If the Administrative Agent or a
Lender determines, in its sole discretion, that it has received a refund
of any Taxes or Other Taxes as to which it has been indemnified by the
Company or with respect to which the Company has paid additional amounts
pursuant to such subsection 2.7, it shall pay to the Company an amount
equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by the Company under such subsection 2.7 with
respect to the Taxes or Other Taxes giving rise to such refund), net of
all out-of-pocket expenses of the Agent or such Lender, as the case may
be, and without interest (other than any interest paid by the relevant
Gov-



-34-









 





ernmental Authority with respect to such refund); provided, that the
Company, upon the request of such Agent or such Lender, agrees to repay
the amount paid over to the Company (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to such
Agent or such Lender in the event such Agent or such Lender is required
to repay such refund to such Governmental Authority. This paragraph
shall not be construed to require any Agent or any Lender to make
available its tax returns (or any other information relating to its taxes
which it deems confidential) to the Company or any other Person.



2.8 Mitigation Obligations; Replacement of Lenders.




     A. Designation of a Different Lender Office. If any Lender requests
compensation under subsection 2.7A or 2.7B, or requires the Company to pay any
additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to subsection 2.7E, then such Lender shall use
reasonable efforts to designate a different Lender Office for making, issuing,
funding or maintaining its Term Loans hereunder 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 (i) would eliminate
or reduce amounts payable pursuant to subsection 2.7 in the future and (ii)
would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Company hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.



     B. Replacement of Lenders. If any Lender requests compensation under
subsection 2.7A or 2.7B, or if the Company is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to subsection 2.7E, then the Company may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in, and consents required by, subsection
10.1), all of its interests, rights and obligations under this Agreement and
the related Loan Documents to an Eligible Assignee that shall assume such
obligations (which Eligible Assignee may be another Lender, if a Lender accepts
such assignment); provided, that (i) the Company shall have paid to the
Administrative Agent the assignment fee specified in subsection 10.1B(iv), (ii)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Term Loans, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under subsection 2.6D) from such Eligible Assignee (to
the extent of such outstanding principal and accrued interest and fees) or the
Company (in the case of all other amounts), (iii) in the case of any such
assignment resulting from a claim for compensation under subsection 2.7A or
2.7B or payments required to be made pursuant to subsection 2.7E, such
assignment will result in a reduction in such compensation or payments
thereafter, and (iv) such assignment does not conflict with applicable law. A
Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender, or otherwise, the
circumstances entitling the Company to require such assignment and delegation
cease to apply.



SECTION 3.

[INTENTIONALLY OMITTED]




SECTION 4.

CONDITIONS TO EFFECTIVENESS




4.1 Conditions to Effectiveness.




     The effectiveness of this Agreement, and the obligations of the Lenders to
make Term Loans on the Closing Date are subject to the satisfaction of the
following conditions.



     A. Company Documents. On or before the Closing Date, the Company shall
deliver or cause to be delivered to the Administrative Agent for the Lenders
the following, each, unless otherwise noted, dated the Closing Date:




     (i) Certified copies of its Certificate of Incorporation, together
with a good standing certificate from the Secretary of State of the State
of Delaware, and each state in which any of its Real Property Assets are
located, each dated a recent date prior to the Closing Date;



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     (ii) Copies of its Bylaws, certified as of the Closing Date by its
corporate secretary or an assistant secretary;




     (iii) Resolutions of its Board of Directors approving and
authorizing the execution, delivery and performance of this Agreement and
the other Transaction Documents to which it is a party or by which it or
its assets may be bound as of the Closing Date, certified as of the
Closing Date by its corporate secretary or an assistant secretary as
being in full force and effect without modification or amendment;




     (iv) Incumbency certificates of its officers executing this
Agreement and the other Transaction Documents to which it is a party as
of the Closing Date;




     (v) Executed originals of this Agreement and the other Loan
Documents to which it is a party; and




     (vi) Certified copies of each of the other Transaction Documents to
which it is a party.



     B. Subsidiary Documents. On or before the Closing Date, the Company shall
deliver or cause to be delivered to the Administrative Agent for the Lenders
the following for each Subsidiary of the Company that is a Loan Party (which
may be waived by the Administrative Agent for any Subsidiary with respect to
the items described in clause (i) below), each, unless otherwise noted, dated
the Closing Date:




     (i) Certified copies of the Organizational Certificate, together
with a good standing certificate from the applicable Governmental
Authority of its jurisdiction of incorporation, organization or
formation, and each state in which a Real Property Asset of such
Subsidiary is located, each dated a recent date prior to the Closing
Date;




     (ii) Copies of the Organizational Documents of such Subsidiary,
certified as of the Closing Date by its corporate secretary or an
assistant secretary;




     (iii) Copies of the Organizational Authorizations of such Subsidiary
approving and authorizing the execution, delivery and performance of the
Transaction Documents to which such Subsidiary is party that are to be
delivered on the Closing Date, certified as of the Closing Date by its
corporate secretary or an assistant secretary as being in full force and
effect without modification or amendment;




     (iv) Incumbency certificates of its officers executing the
Subsidiary Guaranty and the other Transaction Documents to which such
Subsidiary is party;




     (v) Executed originals of the other Loan Documents to which such
Subsidiary is party that are to be delivered on the Closing Date; and




     (vi) Certified copies of each of the other Transaction Documents to
which such Subsidiary is a party.



     C. Consummation of Transactions.




     (i) (a) Each of the Transaction Documents shall be in form and
substance reasonably satisfactory to the Agents and each such Transaction
Document shall have been duly executed and delivered by each party
thereto and shall be in full force and effect; and (b) all other
conditions set forth in the Transaction Documents shall have been
satisfied or the fulfillment of any such conditions shall have been
waived with the written consent of the Administrative Agent;




     (ii) not less than $115,000,000 shall have been borrowed by the
Company pursuant to the First Lien Credit Agreement;



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     (iii) the Company shall have redeemed a portion of the outstanding
Subordinated Notes in an aggregate principal amount of up to $25,000,000;




     (iv) the Obligations of the Existing Lenders under the Existing
Credit Facilities shall have been repaid in full and all Liens granted
thereunder shall have been terminated and released;




     (v) each of the other Transactions shall have been effected and
consummated to the reasonable satisfaction of the Agents; and




     (vi) after giving effect to the Transactions and the other
transactions contemplated hereby, the Company and its subsidiaries shall
have no Indebtedness or preferred stock other than (a) the Term Loans and
other extensions of credit under this Agreement, (b) existing
Indebtedness (other than amounts repaid as part of the Transactions)
listed on Schedule 7.1, (c) other Indebtedness permitted under subsection
7.1 and (d) the Preferred Stock.



     D. Lender Signatures. The following Persons shall have executed and
delivered this Agreement:




     (i) the Term Loan Lenders; and




     (ii) the Agents.



     E. Necessary Consents. The Company shall have obtained all consents of
Governmental Authorities and other Persons necessary or advisable in connection
with the Transactions and the continued operation of the business conducted by
the Company and its Subsidiaries, and each of the foregoing shall be in full
force and effect and in form and substance reasonably satisfactory to the
Agents.



     F. Perfection of Security Interests. The Company shall have taken or
caused to be taken such actions in such a manner so that the Collateral Agent
has a valid and perfected Second Priority security interest in the Collateral
of each Loan Party in which a security interest can be granted and perfected
under the UCC or other Applicable Law to the extent required by the Second Lien
Security Agreement. Such actions shall include, without limitation: (i) the
delivery to the First Lien Collateral Agent pursuant to the applicable
collateral documents entered into in connection with the First Lien Credit
Agreement of (a) such certificates or other instruments (each of which shall be
registered in the name of the Collateral Agent or properly endorsed in blank
for transfer or accompanied by irrevocable undated stock or equivalent powers
duly endorsed in blank, all in form and substance reasonably satisfactory to
the Collateral Agent) representing all of the shares or other interests of
Capital Stock required to be pledged pursuant to the Collateral Documents
identified on Schedule 4.1F, and (b) all promissory notes or other instruments
(duly endorsed, where appropriate, in a manner reasonable satisfactory to the
Collateral Agent) evidencing any Collateral; (ii) the delivery to the
Collateral Agent of (a) the results of a recent search, by a Person reasonably
satisfactory to the Collateral Agent, of all effective UCC financing statements
and fixture filings and all judgment and tax lien filings which may have been
made with respect to any personal or mixed property of any Loan Party, together
with copies of all such filings disclosed by such search and (b) UCC financing
statements the recordation of which has been authorized by the applicable Loan
Parties as to all such Collateral granted by such Loan Parties for all
jurisdictions as may be necessary or desirable to perfect Collateral Agent’s
security interest in such Collateral; and (iii) the delivery to the Collateral
Agent of evidence reasonably satisfactory to the Collateral Agent that all
other filings (including, without limitation, UCC termination statements and
releases and filings with the PTO and the United States Copyright Office with
respect to Intellectual Property of the Loan Parties), recordings and other
actions the Collateral Agent deems necessary or advisable to establish,
preserve and perfect the Second Priority Liens granted to the Collateral Agent
in Collateral constituting personal (both tangible and intangible) and mixed
property shall have been made.



     G. Real Property. The Administrative Agent and the Collateral Agent shall
have received on or prior to the Closing Date from the Company and each
applicable Subsidiary Guarantor unless waived by the Administrative Agent:



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     (i) Closing Date Mortgages. Fully executed and notarized Mortgages,
together with any amendments or modifications thereto deemed necessary by
the Collateral Agent in connection with the execution and delivery of
this Agreement, the other Loan Documents and the transactions
contemplated hereby and thereby (each, a “Closing Date Mortgage” and,
collectively, the “Closing Date Mortgages”), in proper form for recording
in all appropriate places in all applicable jurisdictions, encumbering
each fee-owned Real Property Asset listed in Schedule 4.IG (each, a
“Closing Date Mortgaged Property” and, collectively, the “Closing Date
Mortgaged Properties”) in each case in form and substance reasonably
satisfactory to the Collateral Agent;




     (ii) Opinions of Local Counsel. An opinion of counsel (which
counsel shall be reasonably satisfactory to the Collateral Agent) with
respect to the enforceability of the form(s) of Closing Date Mortgages to
be recorded in those states listed on Schedule 4.1G and such other
related matters as Administrative Agent may reasonably request, in each
case in form and substance reasonably satisfactory to the Collateral
Agent;




     (iii) Title Insurance. ALTA standard form mortgagee title insurance
policies or unconditional commitments therefor (the “Closing Date
Mortgage Policies”) issued by the Title Company with respect to the
Closing Date Mortgaged Properties listed in Schedule 4.1G, in amounts not
less than the respective amounts designated on such Schedule with respect
to any particular Closing Date Mortgaged Property, insuring fee simple
title to each such Closing Date Mortgaged Property vested in such Loan
Party and insuring the Collateral Agent that the applicable Closing Date
Mortgages create valid and enforceable Second Priority mortgage Liens on
the respective Closing Date Mortgaged Properties encumbered thereby,
subject only to (A) a standard survey exception limited to matters
occurring after the date of the most recent survey and (B) Permitted
Liens, which Closing Date Mortgage Policies (1) shall include, to the
extent available in each jurisdiction in which the Mortgaged Property is
located, an endorsement for mechanics’ liens (or a deletion of the
standard pre-printed mechanics’ lien exception), for future advances
under this Agreement and for any other matters reasonably requested by
the Collateral Agent and (2) shall provide for affirmative insurance and
such reinsurance as the Collateral Agent may reasonably request, all of
the foregoing in form and substance reasonably satisfactory to the
Collateral Agent; and (b) evidence satisfactory to the Collateral Agent
that such Loan Party has (i) delivered to the Title Company all
certificates and affidavits reasonably required by the Title Company in
connection with the issuance of the Closing Date Mortgage Policies and
(ii) paid to the Title Company or to the appropriate governmental
authorities all expenses and premiums of the Title Company and all other
sums required in connection with the issuance of the Closing Date
Mortgage Policies and all recording and stamp taxes (including mortgage
recording and intangible taxes) payable in connection with recording the
Closing Date Mortgages in the appropriate real estate records;




     (iv) Copies of Documents Relating to Title Exceptions. Copies of
all recorded documents listed as exceptions to title or otherwise
referred to in the Closing Date Mortgage Policies or in the title reports
delivered pursuant to clause (iii) above; and




     (v) Matters Relating to Flood Hazard Properties. (a) Evidence,
which may be in the form of a certification from a nationally recognized
flood search damage company, a letter from an insurance broker or a
municipal engineer or a notation on a survey of the Mortgaged Property
dated not more than three (3) years prior to the Closing Date issued by a
surveyor licensed in the jurisdiction in which the Mortgaged Property is
located, as to whether (1) any Closing Date Mortgaged Property is a Flood
Hazard Property and (2) the community in which any such Flood Hazard
Property is located is participating in the National Flood Insurance
Program, (b) if there are any such Flood Hazard Properties, such Loan
Party’s written acknowledgment of receipt of written notification from
Collateral Agent (1) as to the existence of each such Flood Hazard
Property and (2) as to whether the community in which each such Flood
Hazard Property is located is participating in the National Flood
Insurance Program, and (c) in the event any such Flood Hazard Property is
located in a community that participates in the National Flood Insurance
Program, evidence that the Company has obtained flood insurance in
respect of such Flood Hazard Property to the extent required under the
applicable regulations of the Board of Governors of the Federal Reserve
System.



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     H. Financial Condition Certificate. The Company shall have delivered to
the Administrative Agent a certificate from the chief financial officer of the
Company, substantially in the form of Exhibit X.



     I. Transaction Costs, Fees and Expenses. On or prior to the Closing Date,
the Company shall have paid (i) to the Administrative Agent any and all fees
and reasonable expenses of the Agents that is then due and owing or accrued and
not yet paid under or in connection with this Agreement or any of the
documents, instrument or agreements executed in connection therewith and (ii)
to the appropriate Persons, any and all outstanding reasonable and documented
out-of-pocket fees and expenses (including legal advisors) and other costs
incurred by the Agents through the Closing Date in connection with the
negotiation, drafting and execution of the Transaction Documents. On or prior
to the Closing Date, the Company shall have delivered to the Administrative
Agent a schedule, in a form reasonably satisfactory to the Administrative
Agent, setting forth the Company’s reasonable estimate of the Transaction Costs
(other than fees payable to any of the Agents) and such estimate (together with
all fees payable to the Agents) shall not exceed $8,000,000.



     J. Opinions of Loan Parties’ Counsel. The Administrative Agent and its
counsel shall have received the written opinion of Cahill Gordon & Reindel llp,
special counsel for the Loan Parties, in form and substance reasonably
satisfactory to the Administrative Agent and its counsel, dated as of the
Closing Date and setting forth substantially the matters set forth in Exhibit
IX.



     K. Financial Conditions.




     (i) The Company’s Pro Forma EBITDA for the four-Fiscal Quarter
period ended December 31, 2003 shall not be less than $45,000,000.




     (ii) The Company’s ratio of Senior Secured Debt on the Closing Date
to Pro Forma EBITDA shall be no more than 4.5:1.0 and (ii) that the
Company’s ratio of Funded Debt on the Closing Date to Pro Forma EBITDA
shall be no more than 6.6:1.0.



     L. Credit Ratings. The Term Loans shall have been assigned a credit
rating by S&P and by Moody’s.



     M. Financial Information. On or before the Closing Date, the
Administrative Agent and the Lenders shall have received from the Company (1)
such budgets and other cash flow and financial information and projections
described in subsection 5.3 as the Administrative Agent may reasonably request,
all in form and substance reasonably satisfactory to the Agents, and (ii) a
detailed business plan of the Company and its subsidiaries for the years 2004
through 2008 and for the quarters beginning with the first Fiscal Quarter of
2004 and through the last Fiscal Quarter of 2004, in form and substance
reasonably satisfactory to the Administrative Agent.



     N. Insurance Appraisal; Evidence of Insurance. The Administrative Agent
shall have received copies of certificates of insurance with respect to each of
the insurance policies required pursuant to subsection 6.4, and the
Administrative Agent shall be reasonably satisfied with the nature and scope of
these insurance policies.



     O. Environmental. The Administrative Agent shall be reasonably satisfied
of the amount and nature of any claims and liabilities under any Environmental
Laws and the plans of each Loan Party with respect thereto.



     P. No Material Adverse Effect. Since December 31, 2002, there shall not
have occurred any event, change, or condition that has had, or could reasonably
be expected to have, a material adverse effect on the business, assets,
operations, condition (financial or otherwise) or prospects of the Company and
its Subsidiaries, taken as a whole.



     Q. Corporate and Capital Structure, Ownership, Management, Etc.




     (i) Corporate Structure. The corporate organizational structure of
the Company and its Subsidiaries shall be as set forth on Schedule 4.10Q.



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     (ii) Capital Structure and Ownership. The capital structures and
ownership of the Company shall be as set forth on Schedule 4.1Q.



     R. Representations and Warranties; Performance of Agreements. The Company
shall have delivered to the Administrative Agent an Officer’s Certificate, in
form and substance reasonably satisfactory to the Agents, to the effect that
the representations and warranties in subsection 5 are true and correct in all
material respects on and as of the Closing Date and both before and after
giving effect to the Transactions, to the same extent as though made on and as
of that date and that the Company has performed in all material respects all
agreements and satisfied all conditions which this Agreement provides shall be
performed or satisfied by it on or before the Closing Date.



     S. No Litigation. There shall be no litigation or administrative
proceedings, actual or threatened in writing, that, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect or
that has a reasonable likelihood of restraining, preventing or imposing
materially burdensome conditions on the Transactions.



     T. Intercreditor Agreement. The Intercreditor Agreement shall have been
executed by the parties thereto.



     U. Completion of Proceedings. All partnership, corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent shall be satisfactory in form and substance
to Administrative Agent, and Administrative Agent shall have received all such
counterpart originals or certified copies of such documents as Administrative
Agent may reasonably request. Each Lender, by delivering its signature page to
this Agreement, shall be deemed to have acknowledged receipt of, and consented
to and approved, each Loan Document and each other document required to be
approved by any Agent, Requisite Lenders or Lenders, as applicable, on or prior
to the Closing Date.



     V. Money Laundering. The Lenders shall have received all documentation
and other information required by bank regulatory authorities from the Company
under applicable “know your customer” and anti-money laundering rules and
regulations, including without limitation the U.S.A. Patriot Act.



     W. The Administrative Agent shall have received before the Closing Date,
in accordance with the provisions of subsection 2.1B, an originally executed
Notice of Borrowing signed by a Responsible Officer of the Company.



     X. No event shall have occurred and be continuing or would result from the
consummation of the borrowing of the Term Loans that would constitute a Default
or Event of Default.



SECTION 5.

REPRESENTATIONS AND WARRANTIES




     In order to induce the Lenders to enter into this Agreement and to make
the Term Loans, the Company represents and warrants to each Lender, on the date
of this Agreement and on the Closing Date, that the following statements are
true and correct (except to the extent such statements relate to any earlier
date, in which case they were true and correct on such date).



5.1 Organization, Powers, Qualification, Good Standing, Business and
Subsidiaries.




     A. Organization and Powers. Each Loan Party that is a corporation is duly
organized, validly existing and in good standing under the laws of their
respective states of organization. Each Loan Party that is a partnership or
limited liability company is a duly organized and validly existing limited
partnership or limited liability company under the laws of its jurisdiction of
formation and is in good standing in such jurisdiction. Each Loan Party has
all requisite corporate, partnership or limited liability company (as
applicable) power and authority to own and operate their respective properties
and to carry on their respective business as now conducted and as proposed to



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be conducted, and each Loan Party has all requisite corporate, partnership
or limited liability company (as applicable) power and authority to enter into
the Loan Documents, to carry out the transactions contemplated thereby and, in
the case of the Company, to issue and pay the Notes and pay the obligations
incurred under the Second Lien Credit Agreement.



     B. Qualification and Good Standing. Each Loan Party is qualified or
authorized to do business and are in good standing in every jurisdiction where
its assets are located and wherever necessary to carry out its businesses and
operations, except in jurisdictions where the failure to be so qualified or in
good standing has not had and would not reasonably be expected to have a
Material Adverse Effect.



     C. Conduct of Business. The Company and the Company’s Subsidiaries are
engaged only in the businesses permitted to be engaged in pursuant to
subsection 7.4.



     D. Company and Subsidiaries. All of the Subsidiaries of the Company as of
the Closing Date are identified in Schedule 4.10Q, as it may be supplemented
from time to time in accordance with the provisions of subsection 6.9. As of
the Closing Date, the Capital Stock or other equity interests of the Company
and each of the Subsidiaries identified in Schedule 4.10Q is duly authorized,
validly issued, fully paid and nonassessable and none of such Capital Stock or
other equity interests constitutes Margin Stock. Schedule 4.10Q correctly sets
forth, as of the Closing Date, the ownership interest of the Company in each of
its Subsidiaries identified therein and all Capital Stock and other equity
interest in the Company owned by others and there are no other warrants,
options or other rights to acquire any such Capital Stock or equity interests
of the Company. As of the Closing Date, except as set forth on Schedule 5.1D,
there are no registration rights, shareholder, voting rights and similar
agreements requiring the Company to register securities under the Securities
Act or governing voting and other rights of shareholders of the Company, in
each case to which the Company is a party.



5.2 Authorization, Etc.




     A. Authorization of Borrowing. The execution, delivery and performance of
the Transaction Documents and the issuance, delivery and payment of the Notes
have been duly authorized by all necessary corporate and/or partnership (as
applicable) action on the part of each of the Loan Parties party thereto.



     B. No Conflict. After giving effect to the Transactions and the
execution, delivery and performance by each of the applicable Loan Parties of
the Transaction Documents, the issuance, delivery and payment of the Notes and
the consummation of the Transactions, do not and will not (i) violate any
provision of any law or any governmental rule or regulation applicable to any
Loan Party, except to the extent such violation would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect, or
violate the Organizational Certificate or any other Organizational Documents of
any Loan Party or any order, judgment or decree of any court or other agency of
government binding on any Loan Party, (ii) conflict with, result in a breach of
or constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of any Loan Party except to the extent such conflict,
breach or default would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, (iii) result in or require the
creation or imposition of any Lien upon any of the properties or assets of any
Loan Party (other than any Liens created under any of the Loan Documents in
favor of the Collateral Agent and the Liens securing obligations under the
First Lien Credit Agreement that constitute Permitted Liens), (iv) require any
approval of stockholders, partners or members or any approval or consent of any
Person under any Contractual Obligation of any Loan Party, except for such
approvals or consents obtained on or before the Closing Date and have been
disclosed in writing to the Lenders and except where the failure to obtain such
approvals or consents would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect or (v) give rise to any
preemptive rights, rights of first refusal or other similar rights on behalf of
any Person under any Applicable Law or any provision of the Organizational
Documents of any Loan Party or any Material Contract to which any Loan Party is
a party or by which any Loan Party is bound.



     C. Governmental Consents. The execution, delivery and performance by the
Loan Parties of the Transaction Documents, the issuance, delivery and payment
of the Notes and the consummation of the transactions contemplated by the
Transaction Documents do not and will not require any registration with,
consent or approval of, or notice, declaration, filing or other action to, with
or by, any federal, state or other governmental authority or



-41-









 





regulatory body except to the extent obtained on or before the Closing
Date other than the filing of UCC financing statements and Mortgages delivered
to the Collateral Agent for filing but not yet filed, and the periodic filing
of UCC continuation statements in respect of UCC financing statements filed by
or on behalf of the Collateral Agent.



     D. Binding Obligation. Each of the Transaction Documents has been duly
executed and delivered by each of the Loan Parties party thereto and is the
legally valid and binding obligation of each such Loan Party, enforceable
against such Loan Party in accordance with its respective terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors’ rights generally or by equitable
principles relating to enforceability.



     E. Collateral Documents. The security interests created in favor of the
Collateral Agent under the Collateral Documents will at all times from and
after the Closing Date (until such security interests are released) constitute,
as security for the obligations purported to be secured thereby, a legal, valid
and enforceable security interest in and perfected Second Priority Lien on all
of the Collateral referred to therein in favor of the Collateral Agent for the
benefit of the Lenders to the extent such security interest can be perfected
under the UCC and other Applicable Law. Each Loan Party has good title to its
respective Collateral. No consents, filings or recordings are required in
order to perfect (or maintain the perfection or priority of) the security
interests purported to be created by any of the Collateral Documents, other
than such as have been obtained and which remain in full force and effect and
other than the filing of UCC financing statements and Mortgages delivered to
the Collateral Agent for filing but not yet filed, and the periodic filing of
UCC continuation statements in respect of UCC financing statements filed by or
on behalf of the Collateral Agent.



     F. Absence of Third-Party Filings. On the Closing Date, except such as
may have been filed in favor of the First Lien Collateral Agent and in favor of
the Collateral Agent as contemplated by subsection 5.2E and except as set forth
on Schedule 7.2, (i) to the knowledge of the Company, no effective UCC
financing statement, fixture filing or other instrument similar in effect
covering all or any part of the Collateral is on file in any filing or
recording office and (ii) no effective filing covering all or any part of the
IP Collateral is on file with the PTO.



     G. Margin Regulations. Neither the making of the Term Loans nor the
pledge of the Collateral pursuant to the Collateral Documents violates
Regulation T, Regulation U or Regulation X of the Board of Governors of the
Federal Reserve System.



5.3 Financial Condition; Projections.




     A. Financial Statements. The Company has heretofore delivered to the
Administrative Agent on behalf of the Lenders, at the Lenders’ request, (i) the
quarterly unaudited consolidated balance sheets of the Company and its
Subsidiaries as of December 31, 2003, together with related consolidated
statements of income and cash flows for the Fiscal Quarter then ended, (ii) the
pro forma consolidated balance sheet and related pro forma consolidated
statements of income and cash flows of the Company as of and for the
twelve-month period ending December 31, 2003, prepared after giving effect to
the Transactions as if the Transactions had occurred as of such date (in the
case of such balance sheet) or at the beginning of such period (in the case of
such other financial statements), and (iii) audited annual consolidated balance
sheets and statements of income and cash flows of the Company and its
Subsidiaries for Fiscal Years 2002, 2001 and 2000. All such statements were
prepared in conformity with GAAP and fairly present, in all material respects,
the financial position (on a consolidated basis) of the Company as at the
respective dates thereof and the results of operations and cash flows (on a
consolidated basis) of the Company for each of the periods then ended, subject,
in the case of any such unaudited financial statements, to changes resulting
from audit and normal year-end adjustments and the absence of footnote
disclosure required in accordance with GAAP. Neither the Company nor any of
its Subsidiaries has any Guaranty Obligation, contingent liability or liability
for taxes, long-term lease or unusual forward or long-term commitment that is
not reflected in the financial statements referred to in the preceding clauses
of this subsection, the most recent financial statements delivered pursuant to
subsection 6.1 or the notes thereto and which in any such case would be
required by GAAP to be so reflected and is material in relation to the
business, assets, operations, condition (financial or otherwise) or prospects
of the Company and its Subsidiaries taken as a whole.



-42-









 





     B. Projections. On and as of the Closing Date, the projections of the
Company and its Subsidiaries for the period from the Closing Date through
December 31, 2008 previously delivered to the Administrative Agent and all
other projections and all financial information prepared on a Pro Forma Basis
(the “Projections”) were prepared in good faith based upon assumptions believed
to be reasonable at the time made and as of the Closing Date, it being
recognized, however, that projections as to future events are not to be viewed
as facts and that the actual results during the period or periods covered by
the Projections may differ from the projected results and that the differences
may be material.



5.4 No Material Adverse Change; No Restricted Payments.




     Since December 31, 2002, no event or change has occurred that has had or
could reasonably be expected to have, either individually or in the aggregate,
a Material Adverse Effect. Except for the Transactions and as permitted under
subsection 7.5 and as set forth on Schedule 5.4, since December 31, 2002,
neither the Company nor any of its Subsidiaries has directly or indirectly
declared, ordered, paid or made, or set apart any sum or property for, any
Restricted Payment or agreed to do so.



5.5 Title to Properties; Liens; Real Property; Intellectual Property.




     A. Title to Properties; Liens. The Loan Parties have good and insurable
fee simple title to or a valid leasehold interest in all of their Real Property
Assets reflected in the financial statements referred to in subsection 5.3 or
in the most recent financial statements delivered pursuant to subsection 6.1,
except for Real Property Assets disposed of since the date of such financial
statements in the ordinary course of business or as otherwise permitted under
subsection 7.7 and except for such defects that, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect.
Except as permitted by this the Loan Documents, all such properties and assets
are free and clear of Liens (other than Permitted Liens).



     B. Real Property. As of the Closing Date, Schedule 5.5B contains a true,
accurate and complete list of (i) all fee interests of any Loan Party in real
property and the Loan Party which owns such fee interest and (ii) all Leasehold
Properties of any Loan Party. Except as specifically identified on Schedule
5.5B, all real property in which any Loan Party has a fee interest on the
Closing Date are subject to a Closing Date Mortgage. Each lease or sublease,
as applicable, for each such Leasehold Property is in full force and effect and
the Company has not received written notice of any material default by any
party thereto that has occurred and is continuing thereunder, and each such
agreement constitutes the legally valid and binding obligation of each
applicable Loan Party, enforceable against such Loan Party in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles.



     C. Intellectual Property. The Company and its Subsidiaries own or have
the valid right to use all material trademarks and material service marks,
trade names, patents, copyrights, trade secrets and technology used in or
necessary to conduct the Company’s and its Subsidiaries’ business
(collectively, the “Intellectual Property”), free and clear of any and all
Liens other than Permitted Liens. All registrations therefor that are material
to the business of the Company and its Subsidiaries, taken as a whole, are in
full force and effect and are valid and enforceable. The conduct of the
Company’s and its Subsidiaries’ business as currently conducted, including, but
not limited to, all products, processes or services, made, offered or sold by
the Company and its Subsidiaries, does not infringe upon, violate,
misappropriate or dilute any intellectual property of any third party, which
infringement, violation, misappropriation or dilution would reasonably be
expected to have a Material Adverse Effect. To the best of the Company’s and
its Subsidiaries’ knowledge, no third party is infringing upon the Intellectual
Property in any material respect. There is no pending or, to the Company’s and
its Subsidiaries’ knowledge, threatened claim or litigation contesting the
Company’s right to own or use any material Intellectual Property or the
validity or enforceability thereof, except as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.



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5.6 Litigation; Adverse Facts.




     There is no action, suit, proceeding, arbitration or governmental
investigation (whether or not purportedly on behalf of the Company or any of
its Subsidiaries) at law or in equity or before or by any Governmental
Authority pending or, to the knowledge of the Company, threatened in writing
against or affecting the Company or any of the Company’s Subsidiaries or any
property of the Company or any of the Company’s Subsidiaries that, either
individually or in the aggregate together with all other such actions,
proceedings and investigations, has had, or would reasonably be expected to
have, a Material Adverse Effect. Neither the Company nor any of the Company’s
Subsidiaries is (i) in violation of any Applicable Law that has had, or would
reasonably be expected to have, a Material Adverse Effect or (ii) subject to or
in default with respect to any final judgment, writ, injunction, decree, rule
or regulation of any Governmental Authority that has had, or would reasonably
be expected to have, a Material Adverse Effect.



5.7 Payment of Taxes.




     Except to the extent permitted by subsection 6.3, all material tax returns
and reports of the Company and the Company’s Subsidiaries required to be filed
by any of them have been timely filed and are true, correct and complete in all
material respects, and all material taxes, assessments, fees and other
governmental charges upon the Company and the Company’s Subsidiaries and upon
their respective properties, assets, income, businesses and franchises which
are due and payable have been paid when due and payable. Neither the Company
nor any of the Company’s Subsidiaries knows of any proposed tax assessment
against the Company or any of the Company’s Subsidiaries other than those which
(i) are being actively contested by the Company or such Subsidiary in good
faith and by appropriate proceedings and for which reserves or other
appropriate provisions, if any, as may be required in conformity with GAAP
shall have been made or provided therefor or (ii) would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.



5.8 Performance of Agreements; Materially Adverse Agreements.




     A. On and after the Closing Date and after giving effect to the
Transactions, neither the Company nor any of its Subsidiaries is in default in
the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in any of its Contractual Obligations, and no condition
exists that, with the giving of notice or the lapse of time or both, would
constitute such a default, except, in each case, individually or in the
aggregate, where the consequences, direct or indirect of such default or
defaults, if any, would not reasonably be expected to have a Material Adverse
Effect.



     B. On and after the Closing Date and after giving effect to the
Transactions, neither the Company nor any of its Subsidiaries is a party to or
is otherwise subject to any agreement or instrument or any charter or other
internal restriction which has had, or would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.



5.9 Governmental Regulation.




     Neither the Company nor any of its Subsidiaries is subject to regulation
under the Public Utility Holding the Company Act of 1935, the Federal Power
Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under
any other federal or state statute or regulation which may limit its ability to
incur Indebtedness or which may otherwise render all or any portion of the
Obligations unenforceable.



5.10 Securities Activities.




     Neither the Company nor any of its Subsidiaries 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.



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5.11 ERISA.




     (a) Neither a Reportable Event nor an “accumulated funding deficiency”
(within the meaning of Section 412 of the Code or Section 302 of ERISA) has
occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code, except to the extent that any such occurrence or failure to
comply would not reasonably be expected to have a Material Adverse Effect, (b)
no termination of a Single Employer Plan has occurred resulting in any
liability that has remained underfunded, and no Lien in favor of the PBGC or a
Plan has arisen, during such five-year period which would reasonably be
expected to have a Material Adverse Effect and (c) the present value of all
accrued benefits under each Single Employer Plan (based on reasonable
assumptions used to fund such Plans in accordance with the Requirement of Law)
did not, as of the last annual valuation date prior to the date on which this
representation is made or deemed made, exceed the value of the assets of such
Plan allocable to such accrued benefits, as determined in accordance with GAAP
and the Requirement of Law, by an amount which would reasonably be expected to
have a Material Adverse Effect. Neither the Company nor any Commonly
Controlled Entity is currently subject to any liability for a complete or
partial withdrawal from a Multiemployer Plan which would reasonably be expected
to have a Material Adverse Effect.



5.12 Certain Fees.




     Except as otherwise disclosed in writing to the Administrative Agent, no
broker’s or finder’s fee or commission will be payable with respect to this
Agreement or any of the transactions contemplated hereby, and the Company
hereby indemnifies the Agents and the Lenders against, and agrees that it will
hold the Agents and the Lenders harmless from, any claim, demand or liability
for any such broker’s or finder’s fees alleged to have been incurred in
connection herewith or therewith and any expenses (including reasonable fees,
expenses and disbursements of counsel) arising in connection with any such
claim, demand or liability.



5.13 Environmental Matters.




     Except as set forth in Schedule 5.13, and except to the extent that any
failure of clause (a) through (f) to be true and correct, in the aggregate,
would not be reasonably expected to have a Material Adverse Effect:




     (a) The facilities and properties owned, leased or operated by the
Company and the other Loan Parties or any of their Subsidiaries (the
“Properties”) do not contain any Materials of Environmental Concern in
amounts or concentrations which (i) constitute a violation of, or (ii)
could give rise to liability under, any Environmental Law.




     (b) The Properties and all operations of the Company and the other
Loan Parties and/or their Subsidiaries at the Properties are in
compliance, and have in the last five years been in compliance, in all
material respects with all applicable Environmental Laws, and there is no
contamination at, under or about the Properties or violation of any
Environmental Law with respect to the Properties or the business operated
by the Company and the other Loan Parties or any of their Subsidiaries
(the “Business”).




     (c) Neither the Company, the other Loan Parties nor their
Subsidiaries has received any written or actual notice of violation,
alleged violation, non-compliance, liability, potential liability, or
request for information under Section 104 of the Comprehensive
Environmental Response, Compensation, and Liability Act (42 U.S.C. §
9604) or any comparable state law, regarding environmental matters,
Materials of Environmental Concern, or compliance with Environmental Laws
with regard to any of the Properties, the Business, or sites at which the
Business disposed of or is alleged to have disposed of waste. To the
knowledge of the Company, the other Loan Parties and/or their
Subsidiaries, no written or actual notice of violation, alleged
violation, non-compliance, liability or potential liability or request
for information under Section 104 of the Comprehensive Environmental
Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any
comparable state law, regarding environmental matters, Materials of
Environmental Concern, or compliance with Environmental Laws has been
received by predecessors of the Business or with regard to any
formerly-owned or operated properties of the Business, or sites at which
predecessors of the Business disposed of, or are alleged to have disposed
of waste. Neither the Company, the other Loan Parties



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nor any of their Subsidiaries have knowledge or reason to believe
that any such notice will be received or is being threatened.




     (d) Materials of Environmental Concern have not been transported or
disposed of from the Properties in violation of, or in a manner or to a
location which could give rise to liability under any Environmental Law,
nor have any Materials of Environmental Concern been generated, treated,
stored or disposed of at, on or under any of the Properties in violation
of, or in a manner that could give rise to liability under, any
applicable Environmental Law. To the knowledge of the Company, other
Loan Parties and/or their Subsidiaries, no predecessor of the Business
has filed any notice under any Environmental Law indicating past or
present treatment of Materials of Environmental Concern.




     (e) Neither the Company, the other Loan Parties nor any of their
Subsidiaries have knowledge or reason to believe that any judicial
proceeding or governmental or administrative action is pending or
threatened, under any Environmental Law to which the Company, any other
Loan Party, and/or their Subsidiaries are or will be named as a party
with respect to the Properties, the Business, formerly owned or operated
sites, or sites at which the Business or its predecessors disposed of, or
are alleged to have disposed of waste, nor are there any consent decrees
or other decrees, consent orders, administrative orders or other orders,
or other administrative or judicial requirements outstanding under any
Environmental Law with respect to the Properties, the Business, formerly
owned or operated sites, or sites at which the Business or its
predecessors disposed of, or are alleged to nave disposed of waste.




     (f) There has been no release or threat of release of Materials of
Environmental Concern at or from the Properties, and to the knowledge of
the Company, other Loan Parties and/or their Subsidiaries, there has been
no release or threat of release of Materials of Environmental Concern at
or from formerly owned or operated sites, or at or from sites at which
the Business or its predecessors disposed of or are alleged to have
disposed of waste, in violation of or in amounts or in a manner that
could give rise to liability under Environmental Laws.



5.14 Employee Matters.




     There is no strike or work stoppage in existence or, to the knowledge of
the Company threatened involving the Company or any of its Subsidiaries that
would reasonably be expected to have a Material Adverse Effect.



5.15 Solvency.




     The Company and its Subsidiaries, taken as a whole, are, and, upon the
incurrence of any Obligations by any Loan Party (including, without limitation,
the making of the Loans, the delivery of the Guaranties and the Liens created
by the Collateral Documents) on any date on which this representation is made,
will be, Solvent.



5.16 Transaction Documents.




     A. Delivery of Transaction Documents. The Company has delivered to the
Administrative Agent complete and correct copies of each material Transaction
Document and of all exhibits and schedules thereto.



     B. Representations and Warranties. Except to the extent otherwise set
forth herein or in the schedules hereto, each of the representations and
warranties of any Loan Party made in any other Transaction Document, except to
the extent qualified in the schedules to such Transaction Documents, was true
and correct in all material respects as of the Closing Date (or as of any
earlier date to which such representation and warranty specifically relates).



     C. Governmental Authorizations. On the Closing Date, all Governmental
Authorizations and all other authorizations, approvals and consents of any
other Person required by the Transaction Documents or to consummate the
Transactions have been obtained and are in full force and effect, except where
the failure to obtain such authorizations, approvals or consents would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.



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     D. Conditions and Consummation. On the Closing Date, (i) all of the
conditions to the effectiveness of the Transactions set forth in the
Transaction Documents have been duly satisfied (other than those conditions
that are met by way of satisfaction of the Administrative Agent, the Agents,
the Lenders or Requisite Lenders, as the case may be, as to which the Loan
Parties make no representation) or, with the consent of the Requisite Lenders,
waived, and (ii) each of the Transactions have been consummated in all material
respects in accordance with the Transaction Documents and all Applicable Laws.



5.17 Disclosure.




     As of the Closing Date, the representations and warranties of the Company
and its Subsidiaries contained in the Transaction Documents and the information
contained in the other documents, certificates and written statements furnished
to any of the Agents or the Lenders by or on behalf of the Company or any of
its Subsidiaries for use in connection with the transactions contemplated by
this Agreement or any other Transaction Document (other than the Projections),
when taken together, do not contain any untrue statement of a material fact or
omit to state a material fact (known to the Company or the applicable
Subsidiary, in the case of any document not furnished by it) necessary in order
to make the statements contained herein or therein not materially misleading in
light of the circumstances in which the same were made. There is no fact known
to the Company (other than matters of a general economic nature) that has had,
or would reasonably be expected to have a Material Adverse Effect and that has
not been disclosed herein or in such other documents, certificates and
statements furnished to the Lenders for use in connection with the transactions
contemplated hereby.



5.18 Indebtedness.





     (i) Immediately after giving effect to the Transactions and the
other transactions contemplated hereby, the Company and its Subsidiaries
shall have no outstanding Indebtedness or preferred stock other than (a)
the Term Loans and other extensions of credit under this Agreement, (b)
existing Indebtedness (other than amounts repaid as part of the
Transactions) listed on Schedule 7.1, (c) other Indebtedness permitted
under subsection 7.1 and (d) the Preferred Stock;




     (ii) the Obligations constitute “Senior Indebtedness” under and as
defined in the applicable Subordinated Debt Documents; and




     (iii) this Agreement together with the First Lien Credit Agreement
constitute the “Credit Agreement” as such term is defined in the Senior
Subordinated Purchase Agreement.



SECTION 6.

AFFIRMATIVE COVENANTS




     The Company covenants and agrees that, until payment in full of all of the
Term Loans and other Obligations, unless the Requisite Lenders shall otherwise
give prior written consent, the Company shall perform, and shall cause each of
its Subsidiaries to perform, all covenants in this Section 6.



6.1 Financial Statements and Other Reports.




     The Company will maintain, and cause each of its Subsidiaries to maintain,
a system of accounting established and administered in accordance with sound
business practices to permit preparation of financial statements in conformity
with GAAP. The Company will deliver to the Administrative Agent (which will
promptly forward copies of the same to each Lender):




     (i) [Intentionally Omitted];




     (ii) Quarterly Financials: as soon as available and in any event
within forty-five (45) days after the end of each Fiscal Quarter (other
than the last Fiscal Quarter of any Fiscal Year) commencing with the
Fiscal Quarter ending March 31, 2004, the consolidated balance sheet of
the Company and its Subsidiaries as at the end of such Fiscal Quarter and
the related consolidated statements of income and cash flows



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for such Fiscal Quarter and for the period from the beginning of the
then current Fiscal Year to the end of such Fiscal Quarter, setting
forth, in the case of statements of income only, in comparative form the
corresponding figures for the corresponding periods of the previous
Fiscal Year and the corresponding figures from the consolidated plan and
financial forecast for the current Fiscal Year delivered pursuant to
subsection 6.1(xiii), all prepared in accordance with the GAAP and in
reasonable detail and certified by the chief financial officer of the
Company that they fairly present, in all material respects, the financial
condition of each as at the dates indicated and the results of their
operations and their cash flows for the periods indicated, subject to
changes resulting from audit and normal year-end adjustments;




     (iii) Year-End Financials: as soon as available and in any event
within ninety (90) days after the end of each Fiscal Year, (a) the
consolidated balance sheet of the Company and its Subsidiaries as at the
end of such Fiscal Year and the related consolidated statements of income
and cash flows for such Fiscal Year, setting forth, in the case of
statements of income only, in comparative form the corresponding figures
for the previous Fiscal Year and the corresponding figures from the
consolidated plan and financial forecast delivered pursuant to subsection
6.1(xiii) for the Fiscal Year covered by such financial statements, all
prepared in accordance with the GAAP and in reasonable detail and
certified by the chief financial officer of the Company that they fairly
present, in all material respects, the financial condition of the
entities covered thereby as at the dates indicated and the results of
their operations and their cash flows for the periods indicated; and (b)
a report thereon of independent certified public accountants of
recognized national standing selected by the Company and reasonably
satisfactory to the Administrative Agent, which report shall be
unqualified as to going concern and scope of audit, and shall state that
such consolidated financial statements fairly present, in all material
respects, the consolidated financial position of the Company and its
Subsidiaries as at the dates indicated and the results of their
operations and their cash flows for the periods indicated in conformity
with GAAP applied on a basis consistent with prior years (except as
otherwise disclosed in such financial statements) and that the audit by
such accountants in connection with such consolidated financial
statements has been made in accordance with generally accepted auditing
standards;




     (iv) Officer’s and Compliance Certificates: together with each
delivery of financial statements of the Company and its Subsidiaries
pursuant to subdivisions (ii) and (iii) above, (a) an Officer’s
Certificate of the Company stating that the signer has reviewed the terms
of this Agreement and has made, or caused to be made under his or her
supervision, a review in reasonable detail of the transactions and
condition of the Company and its Subsidiaries during the accounting
period covered by such financial statements and that such review has not
disclosed the existence during or at the end of such accounting period,
and that the signer did not have knowledge of the existence as at the
date of such Officer’s Certificate, of any condition or event that
constitutes a Default or Event of Default, or, if any such condition or
event existed or exists, specifying the nature and period of existence
thereof and what action the Company has taken, is taking and proposes to
take with respect thereto; and (b) a Compliance Certificate demonstrating
in reasonable detail compliance during and at the end of the applicable
accounting periods with the restrictions contained in subsection 7.6;




     (v) Reconciliation Statements: if, as a result of any change in
accounting principles and policies from those used in the preparation of
the audited financial statements referred to in subsection 5.3A(iii), the
consolidated financial statements delivered pursuant to subdivisions (i),
(ii), (iii) or (xiii) of this subsection 6.1 will differ in any material
respect from the consolidated financial statements that would have been
delivered pursuant to such subdivisions had no such change in accounting
principles and policies been made, then (a) together with the first
delivery of financial statements pursuant to subdivision (i), (ii), (iii)
or (xiii) of this subsection 6.1 following such change, consolidated
financial statements for the current Fiscal Year to the effective date of
such change and (b) if reasonably requested by the Administrative Agent,
together with each delivery of financial statements pursuant to
subdivision (i), (ii), (iii) or (xiii) of this subsection 6.1 following
such change, with respect to the immediately preceding Fiscal Year prior
to such change, a written statement of the chief accounting officer or
chief financial officer of the Company setting forth the differences
which would have resulted if such financial statements had been prepared
without giving effect to such change:




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     (vi)
Accountants’ Certification: together with each delivery of consolidated financial
 statements of the Company and its Subsidiaries pursuant to subdivision
(iii) above, a written statement by the independent certified public
accountants giving the report thereon (a) stating that their audit has included a
reading of the terms of this Agreement and the other Loan Documents as they relate to the
covenants set forth in subsection 7.6 and accounting matters and (b) stating whether,
 in connection with their audit examination, any condition or event, insofar as such
condition or event relates to the covenants set forth in subsection 7.6 or accounting matters,
 that constitutes an Default or Event of Default has come to their attention and, if such a
condition or event has come to their attention, specifying the nature and period of existence
 thereof; provided that such accountants shall not be liable by reason of any failure to obtain
 knowledge of any such Default or Event of Default that would not be disclosed in the course of
their audit examination;




     (vii)
Accountants’ Reports: promptly upon receipt thereof (unless restricted by applicable
professional standards), copies of all signed reports submitted to the Company by a national
 independent certified public accountants in connection with each annual, interim or special
audit of the financial statements of the Company and its Subsidiaries made by such accountants,
 including, without limitation, any comment letter submitted by such accountants to
 management in connection with their annual audit;




     (viii)
SEC Filings and Press Releases: within thirty (30) days after the filing of
same, copies of (a) all financial statements, reports, notices and proxy statements
 sent or made available generally by the Company to its security holders, (b) all regular
 and periodic reports and all registration statements (other than on Form S-8 or a similar form)
 and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities
exchange or with the Securities and Exchange Commission or any governmental or private
regulatory authority, and (c) all press releases and other statements made available
generally by the Company or any of its Subsidiaries to the public concerning material
developments in the business of the Company or any of its Subsidiaries;




     (ix)
Events of Default, Etc.: reasonably promptly upon any officer of the Company obtaining knowledge
 (a) of any condition or event that constitutes a Default or an Event of Default,
(b) that any Per-son has given any notice to the Company or any of its Subsidiaries or
 taken any other action with respect to a claimed default or event or condition of the type
referred to in subsection 8.2, or (c) of the occurrence of any event or change that has
caused or evidences or would be reasonably expected to have, individually or in the aggregate,
 a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of
existence of such condition, event or change, or specifying the notice given or action taken by
any such Per-son and the nature of such claimed Default, Event of Default, default, event or
condition, and what action the Company (or the applicable Subsidiary) has taken, is taking
and proposes to take with respect thereto;




     (x)
Litigation or Other Proceedings: reasonably promptly upon any officer of the Company
obtaining knowledge of (X) the institution of, or threat of, any action, suit,
proceeding (whether administrative, judicial or otherwise), claims under any Environmental
 Laws, governmental investigation or arbitration against or affecting the Company or any
of its Subsidiaries or any property of the Company or any of its Subsidiaries (collectively
“Proceedings”) not previously disclosed in writing by the Company to the
 Administrative Agent or (Y) any material development in any Proceeding that, in any case:




     (a)
would reasonably be expected to have a Material Adverse Effect; or




     (b)
seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or
obtain relief as a result of, the transactions contemplated
hereby;


written notice thereof together with such other information as may be reasonably available
 to the Company and reasonably requested by the Administrative Agent to enable the Lenders
 and their counsel to evaluate such matters;




     (xi)
ERISA: as soon as reasonably practicable and in any event within thirty (30) days after
the Company knows or has reason to know thereof: (i) the occurrence or expected occurrence
 of any Re-





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portable Event with respect to any Plan, a failure to make any
required contribution to a Plan, the creation of any Lien in favor of the
PBGC or any withdrawal from, or the termination, Reorganization or
Insolvency of, any Multiemployer Plan or (ii) the institution of
proceedings or the taking of any other action by the PBGC or the Company
or any Commonly Controlled Entity with respect to the withdrawal from, or
the terminating, Reorganization or Insolvency of, any Plan, which would
reasonably be expected to have a Material Adverse Effect; and




     (xii) [Intentionally Omitted];




     (xiii) Financial Plans: as soon as reasonably practicable and in
any event no later than forty-five (45) days after the end of each Fiscal
Year, a monthly consolidated plan and financial forecast for the next
succeeding Fiscal Year, including without limitation (a) forecasted
consolidated balance sheet and forecasted consolidated statement of
income and consolidated statement of cash flows of the Company and its
Subsidiaries for such Fiscal Year, together with a Compliance Certificate
prepared on a Pro Forma Basis for such Fiscal Year and an explanation of
the assumptions on which such forecasts are based and (b) such other
information and projections as the Administrative Agent may reasonably
request;




     (xiv) Insurance: as soon as reasonably practicable and in any event
by the last day of each Fiscal Year, a report in form and substance
satisfactory to the Administrative Agent outlining all material insurance
coverage maintained as of the date of such report by the Company and its
Subsidiaries and all material insurance coverage planned to be maintained
by the Company and its Subsidiaries in the immediately succeeding Fiscal
Year;




     (xv) Environmental Audits and Reports: as soon as reasonably
practicable following the reasonable request of the Administrative Agent,
copies of all environmental audits and reports, whether prepared by
personnel of the Company or any of its Subsidiaries or by independent
consultants, Governmental Authorities, any other Persons, with respect to
compliance or liability under applicable Environmental Law at any
Property presently owned or operated by the Company or its Subsidiaries
or which relate to any claims or liabilities of the Company or, its
Subsidiaries under any applicable Environmental Law, which, in any such
case, individually or in the aggregate, address issues which would
reasonably be expected to result in a Material Adverse Effect;




     (xvi) Regulatory Notices: as soon as reasonably practicable,
notification of any change in any law, rule or regulation relating to
vehicle emissions testing or regulations or any other business of the
Company and its Subsidiaries which would reasonably be expected to have a
Material Adverse Effect;




     (xvii) Contracts: promptly after any default or event of default
under any Contractual Obligation of the Company or any of its
Subsidiaries which would reasonably be expected to have a Material
Adverse Effect;




     (xviii) Certain Events: within ninety (90) days after the end of
each Fiscal Year of the Company, a certificate containing information
regarding the amount of all Asset Dispositions, issuances of
Indebtedness, and issuances of Capital Stock or other equity securities
that were made during the prior Fiscal Year and amounts received in
connection with any Recovery Event during the prior Fiscal Year; and




     (xix) Other Information: with reasonable promptness, such other
information and data with respect to the Company or any of the Company’s
Subsidiaries as from time to time may be reasonably requested by the
Administrative Agent or the Requisite Lenders.



6.2 Corporate Existence.




     Except as permitted under subsection 7.7, the Company will, and will cause
each of its Subsidiaries to, at all times preserve and keep in full force and
effect its corporate existence and all rights and franchises material to the
business of the Company and its Subsidiaries (on a consolidated basis) or the
Loan Parties, taken as a whole, except,



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in the case of Subsidiaries, where the failure to do so would not
reasonably be expected to have a Material Adverse Effect.



6.3 Payment of Taxes and Claims; Tax Consolidation.




     A. The Company will, and will cause each of its Subsidiaries to, pay all
material taxes, assessments and other governmental charges imposed upon it or
any of its properties or assets or in respect of any of its income, businesses
or franchises before any penalty accrues thereon, and all claims (including,
without limitation, claims for labor, services, materials and supplies) for
sums that have become due and payable which, if unpaid, would reasonably be
expected to become a Lien (other than a Permitted Lien) upon any of its
properties or assets; provided, that no such tax, charge or claim need be paid
if being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted and if such reserve or other appropriate provision, if
any, as shall be required in conformity with GAAP shall have been made
therefor.



     B. The Company will not, nor will it permit any of its Subsidiaries to,
file or consent to the filing of any consolidated, combined or other similar
income tax return with any Person (other than the Company and Subsidiaries of
the Company).



6.4 Maintenance of Properties; Insurance.




     The Company will, and will cause each of its Subsidiaries to, maintain or
cause to be maintained in good repair, working order and condition, ordinary
wear and tear and obsolescence excepted, all material properties used or useful
in the business of the Company and its Subsidiaries and from time to time will
make or cause to be made all appropriate repairs, renewals and replacements
thereof, except in each case where the failure to do so would not reasonably be
expected to have a Material Adverse Effect. The Company will maintain or cause
to be maintained, with financially sound and reputable insurers, insurance with
respect to its properties and business and the properties and businesses of its
Subsidiaries against loss or damage of the kinds and with respect to liability
customarily carried or maintained under similar circumstances by corporations
of established reputation engaged in similar businesses. Each such policy of
casualty insurance covering damage to or loss of property constituting
Collateral shall name the Collateral Agent for the benefit of the Lenders as
mortgagee and as the loss payee thereunder for all losses, subject to
application of proceeds as required by subsection 2.4B(iii)(d), each such
policy of liability insurance coverage shall name the Administrative Agent as
additional insured and all such policies of insurance shall provide for at
least thirty (30) days’ prior written notice to the Collateral Agent of any
material modification or cancellation of such policy.



6.5 Inspection; Lender Meeting.




     The Company shall, and shall cause each of its Subsidiaries to, permit the
Administrative Agent and any authorized representatives designated by any
Lender to visit and inspect any of the properties of the Company or any of the
Company’s Subsidiaries, including its and their financial and accounting
records, and to make copies and take extracts therefrom (other than materials
protected by the attorney-client privilege and materials which the Company or
the applicable Subsidiary may not disclose without a confidentiality obligation
binding upon it), and to discuss its and their affairs, finances and accounts
with its and their officers and independent public accountants, all upon
reasonable advance notice and at such reasonable times during normal business
hours and as often as may be reasonably requested and, so long as no Event of
Default shall have occurred or be continuing, upon reasonable prior written
notice to the Company with, if elected by the Company, representatives of the
Company present, with its independent certified public accountants. Without in
any way limiting the foregoing, the Company will, upon the request of the
Administrative Agent, participate in a meeting of (or in lieu thereof, a
telephonic conference call among) the Administrative Agent and the Lenders at
least once during each Fiscal Year (and will participate in such other meetings
at such other times as the Company and the Administrative Agent may agree) to
be held at the Company’s corporate offices (or such other location as may be
agreed to by the Company and the Administrative Agent) at such times as may be
agreed to by the Company and the Administrative Agent.



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6.6 Compliance with Laws, Etc.




     The Company shall, and shall cause each of its Subsidiaries to, comply
with the requirements of all applicable laws, rules, regulations and orders of
any Governmental Authority, noncompliance with which, individually or in the
aggregate with other non-compliances, would reasonably be expected to have a
Material Adverse Effect.



6.7 Environmental Laws.




     A. The Company shall, and shall cause each of its Subsidiaries to, comply
in all material respects with, and make commercially reasonable efforts to
ensure compliance in all material respects by all tenants and subtenants, if
any, with, all applicable Environmental Laws and obtain and comply in all
material respects with and maintain, and make commercially reasonable efforts
to ensure that all tenants and subtenants obtain and comply in all material
respects with and maintain, any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws.



     B. The Company shall, and shall cause each of its Subsidiaries to, conduct
and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions required under Environmental Laws and
timely comply in all material respects with all lawful orders and directives of
all Governmental Authorities regarding Environmental Laws except to the extent
that the same are being contested in good faith by appropriate proceedings and
the pendency of such proceedings could not reasonably be expected to have a
Material Adverse Effect.



     C. The Company shall, and shall cause each of its Subsidiaries to, defend,
indemnify and hold harmless the Agents and the Lenders, and their respective
employees, agents, officers and directors, from and against any and all claims,
demands, penalties, fines, liabilities, settlements, damages, costs and
expenses of whatever kind or nature known or unknown, contingent or otherwise,
arising out of, or in any way relating to the violation of, noncompliance with
or liability under, any Environmental Law applicable to the Business, the
Properties or the operations of the Company any of its Subsidiaries, or any
orders, requirements or demands of Governmental Authorities related thereto,
including, without limitation, reasonable attorney’s and consultant’s fees,
investigation and laboratory fees, response costs, court costs and litigation
expenses, except to the extent that any of the foregoing arise out of the gross
negligence or willful misconduct of the party seeking indemnification therefor.
The agreements in this paragraph shall survive repayment of the Obligations
solely to the extent relating to periods prior to such repayment.



6.8 [Intentionally Omitted].




6.9 Execution of Guaranty and Collateral Documents by Future Domestic
Subsidiaries.




     In the event that any Person becomes a Subsidiary of the Company, the
Company (including, without limitation, any Subsidiary created in accordance
with a Permitted Acquisition) will reasonably promptly notify the
Administrative Agent of that fact and in the case of a Domestic Subsidiary,
cause such Domestic Subsidiary within thirty (30) days after it becomes a
Domestic Subsidiary to execute and deliver to the Administrative Agent and the
Collateral Agent a counterpart of the Subsidiary Guaranty, and the Second Lien
Pledge Agreement and the Second Lien Security Agreement, and to take all such
further action and execute all such further documents and instruments as may be
required to grant and perfect in favor of the Collateral Agent, for the benefit
of the Lenders, a Second Priority security interest in all of the real, mixed
and personal property assets of such Subsidiary which would have constituted
Collateral had such Person been a Domestic Subsidiary on the Closing Date. In
addition, the Company shall pledge (if it is the direct owner of Capital Stock
of such Subsidiary) or shall cause each of its applicable Domestic Subsidiaries
to pledge (if any of such other Subsidiaries is the direct owner of Capital
Stock of such Subsidiary, each such owner, whether the Company or any of its
other Subsidiaries, the “Pledging Parent”) all of the Capital Stock of such
Subsidiary (or 65% of such Capital Stock if such Subsidiary is a “first-tier”
Foreign Subsidiary) to the Collateral Agent pursuant to the applicable
Collateral Documents and to take all such further action and execute all such
further documents and instruments as may be required to grant and perfect in
favor of the Collateral Agent, for the benefit of the Lenders, a Second
Priority security interest in such Capital Stock. The Company shall deliver to
the Administrative Agent, together with such Loan Documents, in the case of
each such Subsidiary that is required to be a party to any Loan Document: (i)
(a) certified copies of such Subsidiary’s Organizational Certificate



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together, if applicable, with a good standing certificate from the
Secretary of State of the jurisdiction of its incorporation, formation or
organization, as applicable, each to be dated a recent date prior to their
delivery to the Administrative Agent, (b) a copy of such Subsidiary’s
Organizational Documents, certified by its secretary or an assistant secretary
(or Person holding an equivalent title or having equivalent duties and
responsibilities) as of a recent date prior to their delivery to the
Administrative Agent, (c) a certificate executed by the secretary or an
assistant secretary of such Subsidiary as to (x) the incumbency and signatures
of the officers of such Subsidiary executing such Guaranty, the Collateral
Documents and the other Loan Documents to which such Subsidiary is a party and
(y) the fact that the attached Organizational Authorizations of such Subsidiary
authorizing the execution, delivery and performance of such Guaranty, such
Collateral Documents and such other Loan Documents are in full force and effect
and have not been modified or rescinded, and (ii) upon the reasonable request
of the Collateral Agent, a favorable opinion of counsel to such Subsidiary,
that is reasonably satisfactory to the Collateral Agent, as to (a) the due
organization and good standing of such Subsidiary, (b) the due authorization,
execution and delivery by such Subsidiary of such Guaranty, the Collateral
Documents and any other Loan Documents to which it is a party, (c) the
enforceability of such Guaranty and such Collateral Documents against such
Subsidiary, (d) the validity and perfection of the security interests granted
by such Subsidiary (and by the Pledging Parent of such Subsidiary in respect of
the Capital Stock of such Subsidiary (including each “first tier” Foreign
Subsidiary)) in favor of the Collateral Agent pursuant to the Collateral
Documents and (e) such other matters as any Agent may reasonably request, all
of the foregoing to be reasonably satisfactory in form and substance to the
Collateral Agent. In addition, the Company shall reasonably promptly deliver a
supplement to Schedule 4.1Q to the Administrative Agent if any Subsidiary is
created or acquired.



6.10 Interest Rate Protection.




     For a period of two years after the Closing Date, the Company shall
maintain in effect one or more Interest Rate Agreements in form and substance
reasonably satisfactory to the Administrative Agent with respect to interest on
Indebtedness of the Company and its Subsidiaries such that an aggregate
principal amount equal to at least 50% of the aggregate outstanding principal
amount of Funded Debt of the Company and its Subsidiaries is either (x) fixed
rate Indebtedness or (y) subject to such Interest Rate Agreements.



6.11 Further Assurances.




     At any time or from time to time upon the reasonable request of the
Administrative Agent or the Collateral Agent, the Company will, at its expense,
reasonably promptly execute, acknowledge and deliver such further documents and
do such other acts and things as the Administrative Agent or the Collateral
Agent may reasonably request in order to effect fully the purposes of the Loan
Documents and to provide for payment of the Obligations in accordance with the
terms of this Agreement, the Notes and the other Loan Documents. In
furtherance and not in limitation of the foregoing, the Company shall take, and
cause each of its Subsidiaries to take, such actions as the Administrative
Agent or the Collateral Agent may reasonably request from time to time
(including, without limitation, the execution and delivery of guaranties,
security agreements, pledge agreements, mortgages, deeds of trust, landlord’s
consents and estoppels, stock powers, financing statements and other documents,
the filing or recording of any of the foregoing, title insurance with respect
to any of the foregoing that relates to an interest in real property, and the
delivery of stock certificates and other collateral with respect to which
perfection is obtained by possession) to ensure that the Obligations are
guarantied by the Guarantors and are secured by the Collateral.



6.12 Matters Relating to Additional and Closing Real Property Collateral.




     A. Notice of Property Acquisition. As promptly as practicable and in any
event no later than thirty (30) days after the date of acquisition by any Loan
Party of any fee interest in real property with a value in excess of
$1,000,000, the Company shall deliver written notice to the Administrative
Agent and the Collateral Agent of such acquisition.



     B. Additional Mortgages, Etc. From and after the Closing Date, in the
event that (i) any Loan Party acquires any fee interest in any Real Property
Asset with a value in excess of $1,000,000 or (ii) at the time any Person
becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in
any Real Property Asset with a value in excess of $1,000,000 (any such Real
Property Asset described in the foregoing clauses (i) or (ii), being an



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“Additional Mortgaged Property”), the Company or such Subsidiary Guarantor
shall deliver to the Collateral Agent as soon as practicable after such Person
acquires any other Additional Mortgaged Property in each case in conformity
with the terms of the Intercreditor Agreement:




     (i) Additional Mortgage and Assignment of Rents and Leases. A fully
executed and notarized Mortgage (an “Additional Mortgage”) in proper form
for recording in all appropriate places in all applicable jurisdictions,
encumbering the interest of such Loan Party in such Additional Mortgaged
Property;




     (ii) Opinions of Counsel. (a) A favorable opinion of counsel to
such Loan Party, in form and substance, and from a counsel, reasonably
satisfactory to the Collateral Agent and its counsel, as to the due
authorization, execution and delivery by such Loan Party of such
Additional Mortgage and the authorization and delivery of fixture filings
and other financing statements and such other related matters as the
Administrative Agent may reasonably request, and (b) if required by the
Administrative Agent, an opinion of counsel (which counsel shall be
reasonably satisfactory to the Administrative Agent) in the state in
which such Additional Real Property is located with respect to the
enforceability of the Additional Mortgage to be recorded in such state
and such other related matters (including without limitation any matters
governed by the laws of such state regarding personal property security
interests in respect of any Collateral that constitutes fixtures) as the
Collateral Agent may reasonably request, in each case in form and
substance reasonably satisfactory to the Administrative Agent;




     (iii) Title Insurance. (a) An ALTA standard form mortgagee title
insurance policy or an unconditional commitment therefor (an “Additional
Mortgage Policy”) issued by the Title Company with respect to such
Additional Mortgaged Property, in an amount reasonably satisfactory to
the Collateral Agent, insuring fee simple title to such Additional
Mortgaged Property vested in such Loan Party and insuring the Collateral
Agent that such Additional Mortgage creates a valid and enforceable
Second Priority mortgage Lien on such Additional Mortgaged Property,
subject (unless a survey is delivered pursuant to clause (v) below) only
to a standard survey exception limited to matters occurring after the
date of the most recent survey, which Additional Mortgage Policy (1)
shall include an endorsement for mechanics’ liens (or deletion of the
pre-printed mechanics’ lien exception), for future advances under this
Agreement and for any other matters reasonably requested by the
Collateral Agent and (2) shall provide for affirmative insurance and such
reinsurance as the Collateral Agent may reasonably request, all of the
foregoing in form and substance reasonably satisfactory to the Collateral
Agent; and (b) evidence satisfactory to the Administrative Agent that
such Loan Party has (i) delivered to the Title Company all reasonable
certificates and affidavits required by the Title Company in connection
with the issuance of the Additional Mortgage Policy and (ii) paid to the
Title Company or to the appropriate governmental authorities all expenses
and premiums of the Title Company in connection with the issuance of the
Additional Mortgage Policy and all recording and stamp taxes (including
mortgage recording and intangible taxes) payable in connection with
recording the Additional Mortgage in the appropriate real estate records;




     (iv) Title Report. If no Additional Mortgage Policy is required
with respect to such Additional Mortgaged Property, a title report issued
by the Title Company with respect thereto, dated not more than thirty
(30) days prior to the date such Additional Mortgage is to be recorded
and reasonably satisfactory in form and substance to the Collateral
Agent;




     (v) Surveys. With respect to such Additional Mortgaged Property a
survey and, for purposes of purchasing title insurance, evidence of the
fair market value of such Property reasonably satisfactory to the
Collateral Agent, which survey shall not be required to be certified to
the Title Company, the Collateral Agent or the Lenders, so long as the
Title Company removes the standard survey exception and inserts in lieu
thereof, a reference to an existing survey and matters subsequent to the
date thereof.




     (vi) Copies of Documents Relating to Title Exceptions. Copies of
all recorded documents listed as exceptions to title or otherwise
referred to in the Additional Mortgage Policy or title report delivered
pursuant to clause (iii) or (iv) above;



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     (vii) Matters Relating to Flood Hazard Properties. (a) Evidence,
which may be in the form of a certificate from a nationally recognized
flood search company, a letter from an insurance broker or a municipal
engineer, or a notation on a survey of the Additional Mortgaged Property
dated not more than three (3) years prior to the date of the Additional
Mortgage issued by a licensed surveyor in the jurisdiction in which the
Additional Mortgaged Property is located as to (1) whether such
Additional Mortgaged Property is a Flood Hazard Property and (2) if so,
whether the community in which such Flood Hazard Property is located is
participating in the National Flood Insurance Program, (b) if such
Additional Mortgaged Property is a Flood Hazard Property, such Loan
Party’s written acknowledgment of receipt of written notification from
the Collateral Agent (1) that such Additional Mortgaged Property is a
Flood Hazard Property and (2) as to whether the community in which such
Flood Hazard Property is located is participating in the National Flood
Insurance Program, and (c) in the event such Additional Mortgaged
Property is a Flood Hazard Property that is located in a community that
participates in the National Flood Insurance Program, evidence that the
Company has obtained flood insurance in respect of such Flood Hazard
Property to the extent required under the applicable regulations of the
Board of Governors of the Federal Reserve System; and




     (viii) Environmental Audit. Reports and other information, in form,
scope and substance reasonably satisfactory to the Administrative Agent
and the Collateral Agent and prepared by environmental consultants
reasonably satisfactory to the Administrative Agent and the Collateral
Agent, concerning any environmental hazards or liabilities to which the
Company or any of its Subsidiaries may be subject with respect to such
Additional Mortgaged Property;



provided that, notwithstanding anything to the contrary contained in this
subsection 6.12B, neither the Company nor any of its Subsidiaries shall be
required to deliver any of the items (other than an Additional Mortgage and
Additional Mortgage Policy) set forth in this subsection 6.12B with respect to
(x) any property to the extent that the Administrative Agent or the Collateral
Agent has waived delivery of such items (which waiver the Administrative Agent
or Collateral Agent may grant or withhold in its sole discretion), and (y) any
property owned or leased by any Foreign Subsidiary of the Company that is not
required to be a Subsidiary Guarantor.



6.13 Cash Concentration and Lockbox System.




     The Company shall at all times maintain and cause its Subsidiaries to
maintain the lockbox and cash management system described on Schedule 6.13 and
reasonably satisfactory to the Administrative Agent; provided, however, that
upon the occurrence and during the continuation of a Default or Event of
Default, (i) the Administrative Agent shall have the right to direct the
Collateral Agent to establish sole dominion and control for the benefit of the
Secured Parties over the deposit, concentration and other accounts of the
Company and its Subsidiaries, (ii) the Company shall and shall cause its
Subsidiaries to afford the Collateral Agent with such sole dominion and
control, and (iii) the balances in such account may be applied toward payment
of the Obligations in accordance with the provisions hereof and the
Intercreditor Agreement.



6.14 Credit Rating.




     The Company shall at all times use their commercially reasonable efforts
to cause a credit rating by S&P and by Moody’s to be maintained with respect to
the Term Loans.



6.15 Post-Closing Covenant.




     The Company shall take all such actions required to deliver and/or execute
the certificates or documents set forth on Schedule 6.15 within the time frames
specified on Schedule 6.15.



SECTION 7.

NEGATIVE COVENANTS




     The Company covenants and agrees that, until payment in full of all of the
Term Loans and other Obligations, unless the Requisite Lenders shall otherwise
give prior written consent, the Company shall perform, and shall cause each of
its Subsidiaries to perform, all covenants in this Section 7.



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7.1 Indebtedness.




     A. The Company shall not, and shall not permit any Subsidiary to, incur,
directly or indirectly, any Indebtedness (other than Indebtedness described in
subsection 7.1B); provided, however, that the Company or any Subsidiary shall
be permitted to incur such Indebtedness if, on the date of such incurrence, and
on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness
and the application of proceeds therefrom, (i) no Default or Event of Default
shall have occurred and be continuing, and (ii) the Interest Coverage Ratio as
of the last day of the most recently ended Fiscal Quarter for which financial
statements are available would equal or exceed 2.0:1.0.



     B. Notwithstanding clause 7.1A above, the Company and its Subsidiaries may
create, incur, assume or guaranty, or otherwise become or remain directly or
indirectly liable with respect to Indebtedness as follows:




     (i) Each of the Loan Parties may become and remain liable with
respect to its respective Obligations;




     (ii) The Company and its Subsidiaries, as applicable, may remain
liable with respect to Indebtedness described in Schedule 7.1 and
renewals, refinancings or extensions thereof in a principal amount not in
excess of that outstanding as of the date of such renewal, refinancing or
extension (but including accrued but unpaid interest to be capitalized in
the principal thereof and fees and expenses incurred in connection
therewith);




     (iii) (A) The Company and its Subsidiaries may become and remain
liable with respect to Indebtedness in respect of Guaranty Obligations
(other than Guaranty Obligations permitted pursuant to subsection
7.1B(i), subsection 7.IB(vii) and subsection 7.1B(ix)) in an aggregate
amount not to exceed $5,000,000 at any time outstanding; and (B) the
Company may become and remain liable with respect to Indebtedness in
respect of Guaranty Obligations of obligations of Subsidiaries in an
aggregate amount not to exceed $7,500,000 at any time outstanding;




     (iv) The Company and its Subsidiaries may become and remain liable
with respect to Indebtedness of the Company and its Subsidiaries incurred
after the Closing Date consisting of Capital Leases or other purchase
money Indebtedness incurred to provide all or a portion of the purchase
price or cost of construction of an asset (or to finance such purchase
price within ninety (90) days of such acquisition) provided, that (i)
such Indebtedness when incurred shall not exceed the purchase price or
cost of improvement or construction of such asset; (ii) no such
Indebtedness shall be refinanced for a principal amount in excess of the
principal balance outstanding thereon at the time of such refinancing
(including accrued but unpaid interest to be capitalized in the principal
thereof and fees and expenses incurred in connection therewith); and
(iii) the total amount of all such Indebtedness shall not exceed
$5,000,000 at any time outstanding;




     (v) The Company and its Subsidiaries may become and remain liable
with respect to any unsecured intercompany Indebtedness among the Loan
Parties, provided that any such Indebtedness owed by any Loan Party shall
be fully subordinated to the Obligations hereunder on terms reasonably
satisfactory to the Administrative Agent and notes evidencing any such
material Indebtedness owed to any Loan Party shall be pledged to the
Collateral Agent on behalf of the Lenders to secure the Obligations;




     (vi) The Company and its Subsidiaries may become and remain liable
with respect to Indebtedness under Hedge Agreements required under
subsection 6.10 and other Hedge Agreements entered into in order to
manage existing or anticipated interest rate, exchange rate or commodity
price risks and not for speculative purposes;




     (vii) The Company and its Subsidiaries may become and remain liable
with respect to any Subordinated Debt and any Guaranty Obligations in
connection with such Subordinated Debt, including without limitation any
Take-Out Financing that is used to redeem or otherwise repurchase
Preferred Stock; provided that if such Take-Out Financing is used to
redeem or otherwise repurchase Preferred Stock then the Leverage Ratio
shall be less than 4.0:1.0 on a Pro Forma Basis after giving effect to
the incurrence of such Take-Out Financing;



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     (viii) The Company and its Subsidiaries may become and remain liable
with respect to Indebtedness and obligations of Loan Parties owing under
documentary letters of credit for the purchase of goods or other
merchandise (but not under standby, direct pay or other letters of credit
except for the letters of credit under the First Lien Credit Agreement)
generally;




     (ix) The Company and its Subsidiaries may become and remain liable
with respect to Indebtedness owed under the First Lien Credit Agreement;




     (x) The Company and its Subsidiaries may become and remain liable
with respect to other Indebtedness in an aggregate principal amount not
to exceed $7,500,000 at any time outstanding;




     (xi) The Company and its Subsidiaries may become and remain liable
with respect to Indebtedness of any Person or the property or assets of
any Person acquired by the Company or any of its Subsidiaries in
connection with any Permitted Acquisition so long as such Indebtedness
was in existence at the time of such acquisition and was not incurred in
contemplation of such transaction; and




     (xii) The Company and the Subsidiary Guarantors may become and
remain liable with respect to unsecured Indebtedness the proceeds of
which are used to repay Obligations under this Agreement; provided, that,
the terms and conditions of such Indebtedness are no less favorable to
the obligors thereon or to the Lenders (other than with respect to
interest rate and fees) than the terms of this Agreement and the other
Loan Documents, the average life to maturity thereof is greater than or
equal to that of obligations under this Agreement and all other terms and
provisions of such Indebtedness are reasonably acceptable to the
Administrative Agent.



7.2 Liens.




     The Company will not, nor will it permit any Subsidiary to, contract,
create, incur, assume or permit to exist any Lien with respect to any of its
property or assets of any kind (whether real or personal, tangible or
intangible), whether now owned or hereafter acquired, except for Permitted
Liens.



7.3 Investments.




     The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, make or own any Investment in any Person except for
Permitted Investments.



7.4 Nature of Business.




     The Company will not, nor will it permit any Subsidiary to, alter the
character of its primary business and businesses related or ancillary thereto
in any material respect from that conducted as of the Closing Date.



7.5 Restricted Payments.




     The Company will not, nor will it permit any Subsidiary to, directly or
indirectly, declare, order, make or set apart any sum for or pay any Restricted
Payment, except (a) to make dividends payable solely in the same class of
Capital Stock of such Person or the common stock of such Person; (b) to make
dividends or other distributions payable to any Loan Party (directly or
indirectly through Subsidiaries); (c) as permitted by subsection 7.10; and (d)
provided that no Default or Event of Default has occurred and is continuing at
such time or would be directly or indirectly caused as a result thereof, the
Company may:




     (i) (A) make regularly scheduled or mandatory cash payments in
respect of interest (including any additional interest under any exchange
and registration rights agreements and any interest on the Subordinated
Notes and/or Exchange Notes or portion thereof which has been (or may in
the future be) deferred and is (or may be) evidenced by additional
Subordinated Notes or Exchange Notes) owing on the Subordinated Debt, (B)
pay deferred interest (or redeem or otherwise repay any interest on the
Subordinated Notes and/or Exchange Notes or portion thereof that has been
deferred and is evidenced by additional



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Subordinated Notes and/or Exchange Notes) on the Subordinated Notes
and/or Exchange Notes with Consolidated Excess Cash Flow not required to
prepay the Term Loans hereunder, (C) redeem, repay, prepay or otherwise
retire any Subordinated Debt with the proceeds of other Subordinated Debt
permitted hereunder or with the proceeds of any Equity Issuances, in each
case, to the extent such proceeds are not required to prepay Term Loans
hereunder, (D) make interest payments on the Subordinated Debt in-kind
and (E) on or before January 1, 2005, make non-required cash interest
payments on the Subordinated Notes;




     (ii) redeem Preferred Stock with the proceeds of other Subordinated
Debt permitted hereunder and the proceeds of Equity Issuances, in each
case, to the extent such proceeds are not required to prepay Term Loans
hereunder;




     (iii) repurchase stock and options of management in an aggregate
amount not to exceed $2,000,000 during the term of this Agreement;




     (iv) (A) pay Trimaran Fund II, L.L.C. and Albion Alliance
Mezzanine Fund, L.P. (or their Affiliates or designees) a monitoring fee
in an annual aggregate amount not to exceed $300,000 payable in quarterly
installments in each Fiscal Year; provided that such quarterly
installments may be accrued, but not paid in cash, if a Default or an
Event of Default has occurred and is continuing; and (B) pay one or more
Permitted Holders (or their Affiliates or designees) the following
amounts in cash:




     (x) if the Leverage Ratio as of the end of the most recently
ended Fiscal Quarter was greater than or equal to 3.0:1.0, an
amount which, when added to all other amounts paid pursuant to this
subsection 7.5(iv)(B) during such Fiscal Year in which such payment
is made, shall not exceed $750,000 (provided, however that up to
$1,250,000 may be expensed for such purposes during any such Fiscal
Year); or




     (y) if the Leverage Ratio as of the end of the most recently
ended Fiscal Quarter was less than 3.0:1.0, an amount which, when
added to all other amounts paid pursuant to subsection 7.5(iv)(B)
during such Fiscal Year in which such payment is made (including
any amounts paid in accordance with the provisions of clause (x)
above), shall not exceed the sum of (A) $1,250,000 plus (B) the
amount of any accrued but unpaid fees earned during any prior
Fiscal Year (including for the period prior to the Closing Date)
but not paid as a result of the provisions of this subsection
7.5(iv)(B); provided, further that no such payment shall be made if
the Leverage Ratio of the Company on a Pro Forma Basis after giving
effect to any such payment would exceed 3.0 to 1.0 at such time.
It is agreed that any accrued but unpaid fees will be junior and
subordinate in all respects to the Obligations and will be
evidenced by a subordination agreement in form and substance
reasonably satisfactory to the Administrative Agent;




     (v) to redeem a portion of the Subordinated Notes on the Closing
Date in an aggregate principal amount up to $25,000,000 and to pay
related fees and expenses associated therewith; and




     (vi) pay dividends in respect of Preferred Stock in an aggregate
amount not to exceed the then current amounts owing pursuant to the
Stockholders Agreement, the applicable Certificate of Designation and, in
the case of the Series A Preferred Stock, the Exchange and Registration
Rights Agreement as in effect on the Closing Date with respect to the shares of such series of Preferred Stock; provided, however, that no such
payments shall be made unless after giving effect thereto, the Leverage
Ratio of the Company would be less than 3.5:1.0 (determined on a Pro
Forma Basis as of the end of the most recent Fiscal Quarter for which a
Compliance Certificate is delivered).



7.6 Financial Covenant.



     The Leverage Ratio, as of the last day of each Fiscal Quarter of the
Company and its Subsidiaries, indicated below, shall be less than or equal to
the following:




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	Fiscal Quarter	 	Ratio
	June 30, 2004
	 	 	7.65:1.0	 
	September 30, 2004
	 	 	7.65:1.0	 
	December 31, 2004
	 	 	7.65:1.0	 
	March 31, 2005
	 	 	7.65:1.0	 
	June 30, 2005
	 	 	7.00:1.0	 
	September 30, 2005
	 	 	7.00:1.0	 
	December 31, 2005
	 	 	7.00:1.0	 
	March 31, 2006
	 	 	7.00:1.0	 
	June 30, 2006
	 	 	7.00:1.0	 
	September 30, 2006
	 	 	7.00:1.0	 
	December 31, 2006 and the last day of each Fiscal Quarter ending
thereafter
	 	 	6.50:1.0	 







7.7 Restriction on Asset Dispositions.




     The Company shall not and shall not permit any Subsidiary to, make any
Asset Disposition unless:




     (A) (x) the Company or such Subsidiary receives consideration at the
time of such Asset Disposition at least equal to the fair market value,
as determined in good faith by the board of directors of the Company
(including as to the value of all non-cash consideration), of the shares
and assets subject to such Asset Disposition, and (y) at least 75% of the
consideration thereof received by the Company or such Subsidiary, as the
case may be, is in the form of Cash or Cash Equivalents, provided,
however, that the requirement set forth in clause (x) above shall not
apply to any Asset Disposition to any Governmental Authority as may be
required, from time to time, by such Governmental Authority; provided,
further, that the requirements set forth in clauses (x) and (y) above
shall not apply to




     (i) the sale, transfer, lease or other disposition of property
or assets (I) to an unrelated party not in the ordinary course of
business (other than Specified Sales), (II) where and to the extent
that they are the result of a Recovery Event or (III) so long as
such amounts do not exceed $3,500,000 in the aggregate annually,
the sale, lease, transfer or other disposition of machinery, parts
and equipment that are obsolete, worn out, uneconomic or surplus or
otherwise no longer used or useful in the conduct of the business
of the Company or any of its Subsidiaries, as appropriate, in its
reasonable discretion; and




     (ii) the sale, lease or transfer of property or assets to (I)
the Company or any Guarantor or (II) if by a Subsidiary which is
not a Guarantor, to any other Subsidiary which is not a Guarantor;
and




     (B) the Company complies with the provisions of subsection 2.4B(iii)
with respect to the application of the proceeds of such Asset
Disposition.



7.8 Merger; Sale of Substantially all Assets.




     (i) The Company shall not, in a single transaction or a series of related
transactions, consolidate with or merge with or into, or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all its assets
(computed on a consolidated basis) to, any Person or group of affiliated
Persons, unless: (i) the resulting, surviving or transferee Person shall be
the Company or, if not the Company, shall be a corporation organized and
existing under the laws of the United States of America, any State thereof or
the District of Columbia (the “Successor Com-



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pany”), and such Successor Company shall expressly assume, by an
amendment, joinder or other instrument (a “Supplement”) to this Agreement in a
form reasonably satisfactory to the Administrative Agent, executed and
delivered to the Administrative Agent, all the Obligations of the Company (and
the Guarantees shall be confirmed as applying to such Person’s obligations);
(ii) at the time of and immediately after giving effect to such transaction or
transactions on a Pro Forma Basis (and treating any Indebtedness which becomes
an obligation of the resulting, surviving or transferee Person or any
Subsidiary as a result of such transaction as having been incurred by such
Person or such Subsidiary at the time of such transaction), no Default or Event
of Default shall have occurred and be continuing; (iii) immediately after
giving effect to such transaction (and treating any Indebtedness which becomes
an obligation of the resulting, surviving or transferee Person or any
Subsidiary as a result of such transaction as having been incurred by such
Person or such Subsidiary at the time of such transaction), the resulting,
surviving or transferee Person would be able to incur at least $1.00 of
Indebtedness pursuant to subsection 7.1 A; and (iv) the Company shall have
delivered to the Administrative Agent an Officers’ Certificate and if a
Supplement is required, an opinion of counsel, each stating that such
consolidation, merger or transfer and such Supplement (if any) comply with this
Agreement.



     Notwithstanding the foregoing, (i) the consolidation or merger of the
Company with, or (ii) the sale, assignment, conveyance, transfer, lease or
other disposition by the Company of all or substantially all of its property or
assets to, one or more Subsidiaries of the Company shall not relieve the
Company from its obligations under this Agreement.



     For purposes of the foregoing, the transfer (by sale, assignment,
conveyance, transfer, lease or otherwise) of all or substantially all of the
properties and assets of one or more Subsidiaries, the Company’s interest in
which constitutes all or substantially all of the properties and assets of the
Company shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Company.



     (ii) Upon any consolidation, combination or merger or any transfer of all
or substantially all of the assets of the Company in accordance with the
foregoing in which the Company is not the continuing corporation, the Successor
Company formed by such consolidation or into which the Company is merged or to
which such sale, assignment, conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Agreement with the same effect as if such surviving
entity had been named as such, and the predecessor company, in the case of a
sale, assignment, conveyance, transfer or other disposition (but not in the
case of a lease), shall be released from the Obligations.



     (iii) The Company shall not permit any Subsidiary Guarantor to
consolidate with or merge with or into, or sell, assign, convey, transfer,
lease or otherwise dispose of, in one transaction or a series of transactions,
all or substantially all of its assets to, any Person unless: (i) the
resulting, surviving or transferee Person shall be the Company or a Subsidiary
Guarantor or, if not the Company or such a Subsidiary Guarantor, shall be a
corporation organized and existing under the laws of the jurisdiction under
which such Subsidiary was organized or under the laws of the United States of
America, or any State thereof or the District of Columbia, and such Person
shall expressly assume, by executing a Subsidiary Guarantee, all the
obligations of such Subsidiary, if any, under its Subsidiary Guarantee; (ii)
immediately after giving effect to such transaction or transactions on a Pro
Forma Basis (and treating any Indebtedness which becomes an obligation of the
resulting, surviving or transferee Person as a result of such transaction as
having been issued by such Person at the time of such transaction), no Default
or Event of Default shall have occurred and be continuing; and (iii) the
Company delivers to the Administrative Agent an Officers’ Certificate, each
stating that such consolidation, merger or transfer and such Subsidiary
Guarantee, if any, complies with this Agreement. The provisions of clauses
(i), (ii) and (iii) above shall not apply to any one or more transactions which
constitute (a) an Asset Disposition subject to the applicable provisions of the
covenant described under subsection 7.7 or (b) the grant of any Lien on the
assets of a Subsidiary to secure outstanding Indebtedness, which Lien is a
Permitted Lien, or any conveyance or transfer of such assets resulting from an
exercise of remedies in respect of any such Lien.



     Notwithstanding the foregoing, but subject to the terms of the first
paragraph of subsection 7.8(i) and the first paragraph of this subsection
7.8(iii), the Company may merge with or into, or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its assets
to, any Subsidiary Guarantor, and a Subsidiary



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Guarantor may merge with or into, or sell, assign, convey, transfer or
lease all or substantially all of its assets to, the Company or any other
Subsidiary Guarantor.



     (iv) Upon any consolidation, combination or merger or any transfer of all
or substantially all of the assets of any Subsidiary Guarantor in accordance
with the foregoing, in which such Subsidiary Guarantor is not the continuing
corporation, the successor Person formed by such consolidation or into which
such Subsidiary Guarantor is merged or to which such conveyance, lease or
transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, such Subsidiary Guarantor under this Agreement with
the same effect as if such surviving entity had been named as such, and the
predecessor company, in the case of a conveyance, transfer or lease, shall be
released from the Obligations.



7.9 [Intentionally Omitted].




7.10 Transactions with Shareholders and Affiliates.




     Except (a) those transactions contemplated by the agreements set forth on
Schedule 7.10 (as such agreements may be amended or replaced from time to time
in a manner that is not adverse to the Lenders in any material respect), (b) as
permitted in subsection (iv) of the definition of Permitted Investments or in
subsection 7.5, and (c) transactions otherwise permitted hereunder (including
without limitation under subsection 7.5 and subsection 7.13), or among the
Company and any Guarantors or among Guarantors, the Company will not, nor will
it permit any Subsidiary to, enter into any transaction or series of
transactions, whether or not in the ordinary course of business, with any
officer, director, shareholder or Affiliate other than on terms and conditions
substantially as favorable as would be obtainable in a comparable arm’s-length
transaction with a Person other than an officer, director, shareholder or
Affiliate.



7.11 Ownership of Subsidiary Stock.




     The Company will not, nor will it permit any Subsidiary to, create, form
or acquire any Subsidiaries, except for Domestic Subsidiaries which are joined
as additional Loan Parties in accordance with the terms hereof. The Company
will not sell, transfer, pledge or otherwise dispose of any Capital Stock or
other equity interests in any of its Subsidiaries, nor will it permit any of
its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any
of their Capital Stock or other equity interests, except in a transaction
permitted by subsection 7.7.



7.12 Limitation on Restricted Actions.




     The Company will not, nor will it permit any Subsidiary to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any such Person to (a) pay
dividends or make any other distributions to any Loan Party on its Capital
Stock or with respect to any other interest or participation in, or measured
by, its profits, (b) pay any Indebtedness or other obligation owed to any Loan
Party, (c) make loans or advances to any Loan Party, (d) sell, lease or
transfer any of its properties or assets to any Loan Party, or (e) act as a
Guarantor and pledge its assets pursuant to the Loan Documents or any renewals,
refinancings, exchanges, refundings or extension thereof, except (in respect of
any of the matters referred to in clauses (a) through (d) above) for such
encumbrances or restrictions existing under or by reason of (i) this Agreement
and the other Loan Documents, (ii) Applicable Law, (iii) any document or
instrument governing Indebtedness incurred pursuant to subsection 7.1B(iv),
(vii), (xi) and (xii), provided that any such restriction contained therein
relates only to the asset or assets constructed or acquired in connection
therewith, (iv) any Permitted Lien or any document or instrument governing any
Permitted Lien, provided that any such restriction contained therein relates
only to the asset or property subject to such Permitted Lien, (v) any
instrument governing Indebtedness acquired in connection with a Permitted
Acquisition, so long as such Indebtedness was not incurred in contemplation of
such acquisition, (vi) customary non-assignment provisions in leases or other
agreements entered in the ordinary course of business and consistent with past
practices, (vii) customary restrictions pursuant to an agreement that has been
entered into for the sale, transfer, lease or other disposition permitted under
this Agreement so long as such restrictions apply only to the property or
assets subject to such agreement, and (viii) the Subordinated Debt Documents
and the First Lien Credit Agreement.



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7.13 Modifications of Organizational Certificate, Preferred Stock.




     (i) Neither the Company nor any Subsidiary of the Company shall amend,
restate, supplement or otherwise modify its Organizational Certificate if the
effect of such amendment, restatement, supplement or modification is to provide
for the issuance of any preferred stock of the Company other than the Preferred
Stock.



     (ii) The Company shall not, and shall not permit any of its Subsidiaries
to amend or otherwise change the terms of the Preferred Stock or the
certificate of designations related thereto in a manner which would be adverse
to the Company, any of its Subsidiaries or the Lenders (it being understood
that any amendment or waiver to the change of control provisions under such
documents shall not be construed as adverse to the Company, any of its
Subsidiaries or the Lenders).



7.14 Fiscal Year; Organizational Documents.




     Neither the Company nor any of its Subsidiaries shall change its Fiscal
Year-end from December 31. The Company will not, nor will it permit any
Subsidiary to, amend, modify or change its articles of incorporation (or
corporate charter or other similar organizational document) or bylaws (or other
similar document) in a manner adverse in any material respect to the rights and
interests of the Lenders under the Credit Documents without the prior written
consent of the Requisite Lenders or the Administrative Agent on behalf of the
Requisite Lenders.



SECTION 8.

EVENTS OF DEFAULT




     If any of the following conditions or events (“Events of Default”) shall occur:



8.1 Failure to Make Payments When Due.




     Failure by the Company to pay any installment of principal of any Term
Loan when due, whether at stated maturity, by acceleration, by notice of
prepayment or otherwise; or failure by the Company to pay any interest on any
Term Loan or any fee or any other amount due under this Agreement or any other
Loan Document within three (3) Business Days after the date due; or



8.2 Default in Other Agreements.




     (i) Failure of the Company or any of its Subsidiaries to pay when due (a)
any principal of or interest on any Indebtedness (other than Indebtedness
referred to in subsection 8.1) in a principal amount outstanding of $10,000,000
or more or (b) any Guaranty Obligation in a principal amount of $10,000,000 or
more, in each case beyond the end of any grace period provided therefor; or
(ii) breach or default by the Company or any of its Subsidiaries with respect
to any other term of (a) any evidence of any Indebtedness in a principal amount
of $10,000,000 or more or any Guaranty Obligation in a principal amount of
$10,000,000 or more or (b) any loan agreement, mortgage, indenture or other
agreement relating to such Indebtedness or Guaranty Obligation(s), or the
occurrence of any other event, condition or circumstance in respect of any such
Indebtedness or Guaranty Obligations if in any case under this clause (ii) the
effect of such breach or default or event, condition or circumstance is to
cause, or to permit the holder or holders of that Indebtedness or Guaranty
Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that
Indebtedness or Guaranty Obligation(s) to become or be declared due and payable
(or redeemable) prior to its stated maturity or the stated maturity of any
underlying obligation, as the case may be (upon the giving or receiving of
notice, lapse of time, both, or otherwise); provided, that with respect to any
failure to pay or breach or default under the First Lien Credit Agreement, such
event shall only constitute an Event of Default under this Agreement if such
event occurs and is not cured or waived within forty-five (45) days after the
occurrence of such event.



8.3 Breach of Certain Covenants.




     (i) Failure of any Loan Party to perform or comply with any term or
condition contained in subsection 2.4, 6.1(ix), 6.2, 6.15, or Section 7 of this
Agreement; or (ii) failure of any Loan Party to perform or comply



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with any other term or condition contained in this Agreement or any other
Loan Document, and, in the case of this clause (ii) only, such default shall
not have been remedied or waived within thirty (30) Business Days after the
earlier to occur of (A) any Responsible Officer becoming aware of such failure
to perform or comply and (B) notice by the Administrative Agent to the Company
thereof; or



8.4 Breach of Warranty.




     Any representation, warranty, certification or other statement made by the
Company or any other Loan Party in any Loan Document or in any statement or
certificate at any time given by the Company or any other Loan Party in writing
pursuant hereto or thereto or in connection herewith or therewith shall be
false in any material respect on the date as of which made; or



8.5 [Intentionally Omitted].




8.6 Involuntary Bankruptcy; Appointment of Receiver, Etc.




     (i) A court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Company or any of its Subsidiaries in an
involuntary case under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect, which decree
or order is not stayed; or any other similar relief shall be granted under any
applicable federal or state law; or (ii) an involuntary case shall be commenced
against the Company or any of its Subsidiaries under the Bankruptcy Code or
under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect; or a decree or order of a court having jurisdiction in the
premises for the appointment of a receiver, liquidator, sequestrator, trustee,
custodian or other officer having similar powers over the Company or any of its
Subsidiaries, or over all or a substantial part of its property, shall have
been entered; or there shall have occurred the involuntary appointment of an
interim receiver, trustee or other custodian of the Company or any of its
Subsidiaries for all or a substantial part of its property; or a warrant of
attachment, execution or similar process shall have been issued against any
substantial part of the property of the Company or any of its Subsidiaries, and
any such event described in this clause (ii) shall continue for sixty (60) days
unless dismissed, bonded or discharged; or



8.7 Voluntary Bankruptcy; Appointment of Receiver, Etc.




     (i) The Company or any of its Subsidiaries shall have an order for relief
entered with respect to it or commence a voluntary case under the Bankruptcy
Code or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, or shall consent to the entry of an order for relief in an
involuntary case, or to the conversion of an involuntary case to a voluntary
case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial
part of its property; or the Company or any of its Subsidiaries shall make any
assignment for the benefit of creditors; or (ii) the Company or any of its
Subsidiaries shall be unable, or shall fail generally, or shall admit in
writing its inability, to pay its debts as such debts become due; or the Board
of Directors of the Company or any of its Subsidiaries (or any committee
thereof) shall adopt any resolution or otherwise authorize any action to
approve any of the actions referred to in clause (i) above or this clause (ii);
or



8.8 Judgments and Attachments.




     Any money judgment, writ or warrant of attachment or similar process
involving in the aggregate at any time an amount in excess of $10,000,000 (in
either case not adequately covered by insurance as to which a solvent and
unaffiliated insurance company has acknowledged coverage) shall be entered or
filed against the Company or any of its Subsidiaries or any of their respective
assets and shall remain undischarged, unvacated, unbonded or unstayed for a
period of thirty (30) Business Days (or in any event later than five days prior
to the date of any proposed sale thereunder); or



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8.9 Dissolution.




     Any order, judgment or decree shall be entered against the Company or any
of its Subsidiaries decreeing the dissolution or split up of the Company or
that Subsidiary and such order shall remain undischarged or unstayed for a
period in excess of sixty (60) days; or



8.10 Employee Benefit Plans.




     (i) Any Person shall engage in any “prohibited transaction” (as defined in
Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any
“accumulated funding deficiency” (as defined in Section 302 of ERISA or Section
412 of the Code), whether or not waived, shall exist with respect to any Plan
or any Lien in favor of the PBGC may reasonably be expected to arise on the
assets of the Company or any Commonly Controlled Entity, (iii) a Reportable
Event shall occur with respect to, or proceedings shall commence to have a
trustee appointed, or a trustee shall be appointed, to administer or to
terminate, any Single Employer Plan, which Reportable Event or commencement of
proceedings or appointment of a Trustee is likely to result in the termination
of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan
shall terminate for purposes of Title IV of ERISA, (v) the Company, any of its
Subsidiaries or any Commonly Controlled Entity shall, or is likely to, incur
any liability in connection with a withdrawal from, or the Insolvency or
Reorganization of, any Multiemployer Plan or (vi) any other similar event or
condition shall occur or exist with respect to a Plan; and in each case in
clauses (1) through (vi) above, such event or condition, individually or
together with all other such events or conditions, if any, could have a
Material Adverse Effect; or



8.11 [Intentionally Omitted].




8.12 Invalidity of Guaranties.




     At any time after the execution and delivery thereof, any Guaranty of the
Obligations of the Company for any reason, other than the satisfaction in full
of all Obligations or any other termination thereof in accordance with the
terms hereof or thereof shall cease to be in full force and effect or be
declared null and void, or any Loan Party shall deny in writing that it has any
further liability, including without limitation with respect to future advances
by the Lenders, under any Loan Document to which it is a party; or



8.13 Failure of Security.




     Any Collateral Document shall, at any time, cease to be in full force and
effect (other than by reason of a release of Collateral thereunder in
accordance with the terms hereof or thereof, the satisfaction in full of the
Obligations or any other termination of such Collateral Document in accordance
with the terms hereof or thereof) or shall be declared null and void, or the
validity or enforceability thereof shall be contested in writing by any Loan
Party, or the Collateral Agent shall not have or shall cease to have a valid
security interest in any Collateral purported to be covered thereby, perfected
and with at least the priority required by the relevant Collateral Document, in
each case in excess of a period of five (5) Business Days and for any reason
other than the failure of the Collateral Agent, the Administrative Agent or any
Lender to take any action within its control, subject only to Liens permitted
under the applicable Collateral Documents and the Permitted Liens;



     THEN (i) upon the occurrence of any Event of Default described in
subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued
interest on the Term Loans, and (b) all other Obligations shall automatically
become immediately due and payable, without presentment, demand, protest or
other requirements of any kind, all of which are hereby expressly waived by the
Company, and the obligation of each Lender to make any Term Loan, and (ii) upon
the occurrence and during the continuation of any other Event of Default, the
Administrative Agent shall, upon the written request of the Requisite Lenders,
by written notice to the Company, declare all or any portion of the amounts
described in clauses (a) and (b) above to be, and the same shall forthwith
become, immediately due and payable.



     Notwithstanding anything contained in the second preceding paragraph, if
at any time within sixty (60) days after an acceleration of the Term Loans
pursuant to such paragraph the Company shall pay all arrears of inter-



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est and all payments on account of principal which shall have become due
otherwise than as a result of such acceleration (with interest on principal
and, to the extent permitted by law, on overdue interest, at the rates
specified in this Agreement) and all Defaults and Events of Default (other than
non-payment of the principal of and accrued interest on the Term Loans, in each
case which is due and payable solely by virtue of acceleration) shall be
remedied or waived pursuant to subsection 10.5, then the Requisite Lenders, by
written notice to the Company, may at their option rescind and annul such
acceleration and its consequences; but such action shall not affect any
subsequent Default or Event of Default or impair any right consequent thereon.
The provisions of this paragraph are intended merely to bind the Lenders to a
decision which may be made at the election of the Requisite Lenders and are not
intended to benefit the Company and do not grant the Company the right to
require the Lenders to rescind or annul any acceleration hereunder or preclude
the Agents or the Lenders from exercising any of the rights or remedies
available to them under any of the Loan Documents, even if the conditions set
forth in this paragraph are met.



SECTION 9.

AGENTS




9.1 Appointment.




     A. Appointment Authority. Each of the Lenders hereby irrevocably appoints
CSFB as the Administrative Agent and Collateral Agent hereunder and under the
other Loan Documents and authorizes CSFB, in such capacities, to take such
actions on its behalf and to exercise such powers as are delegated to CSFB in
such capacities by the terms hereof or thereof, together with such actions and
powers as are reasonably incidental thereto. In addition, each of the Lenders
hereby irrevocably appoints WCM and LCPI as Co-Syndication Agents hereunder.
The Co-Syndication Agents, each in its capacity as such, shall have no duties,
obligations or liabilities of any kind hereunder. Each Agent agrees to act
upon the express conditions contained in this Agreement and the other Loan
Documents, as applicable. In performing its functions and duties under this
Agreement, each Agent shall act solely as an agent of the Lenders and does not
assume and shall not be deemed to have assumed any obligation towards or
relationship of agency or trust with or for the Company or any of its
Subsidiaries. The provisions of this Section are solely for the benefit of the
Agents and the Lenders, and the Company shall not have rights as a third party
beneficiary of any of such provisions.



     B. Appointment of Supplemental Collateral Agents. It is the purpose of
this Agreement and the other Loan Documents that there shall be no violation of
any law of any jurisdiction denying or restricting the right of banking
corporations or associations to transact business as agent or trustee in such
jurisdiction. It is recognized that in case of litigation under this Agreement
or any of the other Loan Documents, and in particular in case of the
enforcement of any of the Loan Documents, or in case the Administrative Agent
or the Collateral Agent deems that by reason of any present or future law of
any jurisdiction the Administrative Agent or the Collateral Agent may not
exercise any of the rights, powers or remedies granted herein or in any of the
other Loan Documents or take any other action which may be desirable or
necessary in connection therewith, it may be necessary that the Administrative
Agent or the Collateral Agent appoint an additional individual or institution
as a separate trustee, co-trustee, collateral agent or collateral co-agent (any
such additional individual or institution being referred to herein individually
as a “Supplemental Collateral Agent” and collectively as “Supplemental
Collateral Agents”).



     In the event that the Administrative Agent or the Collateral Agent
appoints a Supplemental Collateral Agent with respect to any Collateral, (i)
each and every right, power, privilege or duty expressed or intended by this
Agreement or any of the other Loan Documents to be exercised by or vested in or
conveyed to the Administrative Agent or the Collateral Agent with respect to
such Collateral shall be exercisable by and vest in such Supplemental
Collateral Agent to the extent, and only to the extent, necessary to enable
such Supplemental Collateral Agent to exercise such rights, powers and
privileges with respect to such Collateral and to perform such duties with
respect to such Collateral, and every covenant and obligation contained in the
Loan Documents and necessary to the exercise or performance thereof by such
Supplemental Collateral Agent shall run to and be enforceable by either the
Administrative Agent or the Collateral Agent or such Supplemental Collateral
Agent, and (ii) the provisions of this Section 9 and of subsection 10.2 that
refer to the Administrative Agent or the Collateral Agent shall inure to the
benefit of such Supplemental Collateral Agent and all references therein to the
Administrative Agent or the Collateral Agent shall be deemed to be references
to the Administrative Agent or the Collateral Agent and/or such Supplemental
Collateral Agent, as the context may require.



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     Should any instrument in writing from the Company or any other Loan Party
be reasonably required by any Supplemental Collateral Agent so appointed by the
Administrative Agent or the Collateral Agent for more fully and certainly
vesting in and confirming to him or it such rights, powers, privileges and
duties, the Company shall, or shall cause such Loan Party to, execute,
acknowledge and deliver any and all such instruments reasonably promptly upon
request by the Administrative Agent or the Collateral Agent. In case any
Supplemental Collateral Agent, or a successor thereto, shall die, become
incapable of acting, resign or be removed, all the rights, powers, privileges
and duties of such Supplemental Collateral Agent, to the extent permitted by
law, shall vest in and be exercised by the Administrative Agent or the
Collateral Agent until the appointment of a new Supplemental Collateral Agent.



9.2 Rights as a Lender.




     The Persons serving as the Agents hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not an Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires,
include the Persons serving as the Agents hereunder in their individual
capacity. Such Persons and their Affiliates may accept deposits from, lend
money to, act as the financial advisor or in any other advisory capacity for
and generally engage in any kind of business with the Company or any Subsidiary
or other Affiliate thereof as if such Persons were not Agents hereunder and
without any duty to account therefor to the Lenders.



9.3 Exculpatory Provisions.




     The Agents shall not have any duties or obligations except those expressly
set forth herein and in the other Loan Documents. Without limiting the
generality of the foregoing, the Agents (i) shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default or an Event
of Default has occurred and is continuing, (ii) shall not have any duty to take
any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby or by the other
Loan Documents that the Agents are required to exercise as directed in writing
by the Requisite Lenders (or such other number or percentage of the relevant
Lenders as shall be necessary under the circumstances as provided in subsection
10.5); provided that no Agent shall be required to take any action that, in its
opinion or the opinion of its counsel, may expose such Agent to liability or
that is contrary to any Loan Document or applicable law, and (iii) shall not,
except as expressly set forth herein and in the other Loan Documents have any
duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Company or any of its Affiliates that is
communicated to or obtained by the person serving as an Agent or any of its
Affiliates in any capacity. No Agent shall be liable for any action taken or
not taken by it with the consent or at the request of the Requisite Lenders (or
such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in subsection 10.5) or in the absence of its own
gross negligence or willful misconduct. No Agent shall be deemed to have
knowledge of any Default or Event of Default unless and until notice thereof is
given to such Agent by the Company or a Lender. The Agents shall not be
responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this
Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or therein
or the occurrence of any Default or Event of Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement or any other
Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Section 4 or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the
Agents.



9.4 Reliance by the Agents.




     The Agents shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, posting or other distribution) believed by it to be genuine and to
have been signed, sent or otherwise authenticated by the proper Person. The
Agents also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition
hereunder to the making of such Loan that by its terms must be fulfilled to the
satisfaction of a Lender, the Agents may presume that such condition is
satisfactory to such Lender unless the Agents shall have



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received notice to the contrary from such Lender prior to the making of
such Term Loan. The Agents may consult with legal counsel (who may be counsel
for the Company), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.



9.5 Delegation of Duties.



     Each Agent may perform any and all of its duties and exercise its rights
and powers hereunder or under any other Loan Document by or through any one or
more sub-agents appointed by such Agent. The Agents and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of
subsection 9.3 shall apply to any such sub-agent and to the Related Parties of
such Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as such Agent.



9.6 Resignation of Administrative Agent and/or Collateral Agent.




     The Administrative Agent and/or Collateral Agent may at any time give
notice of its resignation to the Lenders and the Company. Upon receipt of any
such notice of resignation, the Requisite Lenders shall have the right, in
consultation with the Company, to appoint a successor Administrative Agent
and/or Collateral Agent, as applicable, which shall be a bank with an office in
New York, or an Affiliate of any such bank with an office in New York. If no
such successor shall have been so appointed by the Requisite Lenders and shall
have accepted such appointment within thirty (30) days after the retiring
Administrative Agent and/or Collateral Agent as the case may be, gives notice
of its resignation, then the retiring Administrative Agent may on behalf of the
Lenders, appoint a successor Administrative Agent and/or Collateral Agent, as
applicable, meeting the qualifications set forth above; provided that if the
Administrative Agent and/or Collateral Agent, as applicable, shall notify the
Company and the Lenders that no such successor is willing to accept such
appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (1) the retiring Administrative Agent and/or
Collateral Agent, as applicable, shall be discharged from its duties and
obligations hereunder and under the other Loan Documents and (2) all payments,
communications and determinations provided to be made by, to or through the
Administrative Agent and/or Collateral Agent, as applicable, shall instead be
made by or to each Lender, until such time as the Requisite Lenders appoint a
successor Administrative Agent and/or Collateral Agent, as applicable, as
provided for above in this paragraph. Upon the acceptance of a successor’s
appointment as Administrative Agent and/or Collateral Agent, as applicable
hereunder, such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring (or retired)
Administrative Agent and/or Collateral Agent, as applicable, and the retiring
Administrative Agent and/or Collateral Agent, as applicable shall be discharged
from all of its duties and obligations hereunder or under the Loan Documents.
The fees payable by the Company to a successor Administrative Agent and/or
Collateral Agent, as applicable, shall be the same as those payable to its
predecessor unless otherwise agreed between the Company and such successor.
After the retiring Administrative Agent’s and/or Collateral Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this Section 9
and subsection 10.2 shall continue in effect for the benefit of such retiring
Administrative Agent and/or Collateral Agent, as applicable, its sub-agents and
their respective Related Parties in respect of any actions taken or omitted to
be taken by any of them while the retiring Administrative Agent and/or
Collateral Agent, as applicable was acting in such capacity.



9.7 Collateral Documents.




     Each Lender hereby further authorizes the Collateral Agent to enter into
each Collateral Document as secured party on behalf of and for the benefit of
the Lenders and the other beneficiaries named therein and agrees to be bound by
the terms of each Collateral Document; provided that the Collateral Agent shall
not enter into or consent to any amendment, modification, termination or waiver
of any provision contained in any Collateral Document without the prior consent
of the Requisite Lenders (or, if required pursuant to subsection 10.5, all the
Lenders); provided further, however, that, without further written consent or
authorization from any Lender, the Collateral Agent may execute any documents
or instruments necessary to effect the release of any asset constituting
Collateral from the Lien of the applicable Collateral Document in the event
that such asset is sold or otherwise disposed of in a transaction effected in
accordance with subsection 7.7 or to the extent otherwise required by any
Collateral Document. Anything contained in any of the Loan Documents to the
contrary notwithstanding, each Lender agrees that no



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Lender shall have any right individually to realize upon any of the
Collateral under any Collateral Document (including without limitation through
the exercise of a right of set-off against call deposits of such Lender in
which any funds on deposit in the Collateral Account may from time to time be
invested), it being understood and agreed that all rights and remedies under
the Collateral Documents may be exercised solely by the Collateral Agent for
the benefit of the Lenders and the other beneficiaries named therein in
accordance with the terms thereof.



9.8 Non-Reliance on Agents and Other Lenders.




     Each Lender acknowledges that it has, independently and without reliance
upon any Agent or any other Lender or any of their Related Parties and based on
such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon any Agent or
any other Lender or any of their Related Parties and based on such documents
and information as it shall from time to time deem appropriate, continue to
make its own decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder.



SECTION 10.

MISCELLANEOUS




10.1 Assignments and Participations in Term Loans.




     A. Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Company may
not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender and the Administrative Agent
and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the provisions
of subsection 10.1B, (ii) by way of participation in accordance with the
provisions of subsection 10.1D or (iii) by way of pledge or assignment of a
security interest subject to the restrictions of subsection 10.1F (and any
other attempted assignment or transfer by any party hereto shall be null and
void). Nothing in this Agreement, expressed’ or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in
subsection 10. ID and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.



     B. Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement; provided that




     (i) except in the case of an assignment of Term Loans at the time
owing to it or in the case of an assignment to a Lender or an Affiliate
of a Lender or an Approved Fund with respect to a Lender, the aggregate
amount of the Term Loans subject to each such assignment (determined as
of the date of the Assignment Agreement with respect to such assignment
is delivered to the Administrative Agent) shall not be less than
$1,000,000 or an integral multiple of $1,000,000 in excess thereof,
unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Company otherwise consent
(each such consent not to be unreasonably withheld or delayed and such
approval to be deemed to have been given if a response is not received
within five Business Days from the date on which request for approval was
received by the applicable Person);




     (ii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Term Loans assigned;




     (iii) [Intentionally Omitted]; and




     (iv) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment Agreement, together with a processing
and recordation fee of $3,500 in the case of assignments not made using
an electronic settlement system (with only one such fee to be payable in
connection



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with concurrent assignments of Approved Funds and/or Affiliates of
Lenders that are Related Parties), and the Eligible Assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire and if required, applicable tax forms.



     Subject to acceptance and recording thereof by the Administrative Agent
pursuant to subsection 10.1C, from and after the effective date specified in
each Assignment Agreement, the Eligible Assignee thereunder shall be a party to
this Agreement and, to the extent of the interest assigned by such Assignment
Agreement, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment Agreement. be released from its obligations under
this Agreement (and, in the case of an Assignment Agreement covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto) but shall continue to be entitled to the
benefits of subsections 2.7 and 10.2 with respect to facts and circumstances
occurring prior to the effective date of such assignment. Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does
not comply with this paragraph shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in
accordance with subsection 10.1 D.



     C. The Register. The Administrative Agent, acting solely for this purpose
as an agent of the Company, shall maintain at one of its offices in New York
City a copy of each Assignment Agreement delivered to it and a register for the
recordation of the names and addresses of the Lenders, and principal amounts of
the Term Loans owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive absent
manifest error, and the Company, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by the Company at any reasonable time and from time to time upon
reasonable prior notice.



     D. Participations. Any Lender may at any time, without the consent of, or
notice to, the Company or the Administrative Agent, sell participations to any
Person (other than a natural person or the Company or any of the Company’s
Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such
Lender’s rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Term Loans owing to it); provided that




     (i) such Lender’s obligations under this Agreement shall remain
unchanged,




     (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, and




     (iii) the Company, the Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement.



     Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver with respect to any action (i)
effecting the extension of the final maturity of the Term Loan allocated to
such participation, (ii) effecting a reduction of the principal amount of or
the rate of interest payable on any Term Loan or any fee allocated to such
participation, (iii) releasing all or substantially all of the Collateral, or
(iv) releasing all or substantially all of the Guarantors from their
obligations under the Guaranties, and all amounts payable by the Company
hereunder. Subject to subsection 10.1E, the Company agrees that each
Participant shall be entitled to the benefits of subsection 2.7 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to subsection 10.1B. To the extent permitted by law, each Participant
also shall be entitled to the benefits of subsection 10.3 as though it were a
Lender, provided such Participant agrees to be subject to subsection 10.4 as
though it were a Lender.



     E. Limitations Upon Participant Rights. A Participant shall not be
entitled to receive any greater payment under subsection 2.7 than the
applicable Lender would have been entitled to receive with respect to the



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participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Company’s prior written
consent. A Participant that would be a Foreign Lender if it were a Lender
shall not be entitled to the benefits of subsection 2.7E unless the Company is
notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Company, to comply with the provisions of
subsection 2.7E as though it were a Lender.



     F. Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including without limitation any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto. Notwithstanding anything to the contrary contained herein, any Lender
that is a Fund may create a security interest in all or any portion of the Term
Loans owing to it and the Notes, if any, held by it to the trustee for holders
of obligations owed, or securities issued, by such Fund as security for such
obligations or securities; provided that unless and until such trustee actually
becomes a Lender in compliance with the other provisions of this subsection
10.1, (i) no such pledge shall release the pledging Lender from any of its
obligations under this Agreement and (ii) such trustee shall not be entitled to
exercise any of the rights of a Lender under this Agreement and the Notes even
though such trustee may have acquired ownership rights with respect to the
pledged interest through foreclosure or otherwise.



     G. SPV Lender. Notwithstanding anything to the contrary contained herein,
any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle
(a “SPV”), identified as such in writing from time to time by the Granting
Lender to the Administrative Agent and the Company, the option to provide to
the Company all or any part of any Term Loan that such Granting Lender would
otherwise be obligated to make the Company pursuant to this Agreement; provided
that (i) nothing herein shall constitute a commitment by any SPV to make any
Term Loan, (ii) if an SPV elects not to exercise such option or otherwise fails
to provide all or any part of such Term Loan, the Granting Lender shall be
obligated to make such Term Loan pursuant to the terms hereof. The making of a
Term Loan by an SPV hereunder shall utilize the Commitment of the Granting
Lender to the same extent, and as if, such Term Loan were made by such Granting
Lender. Each party hereto hereby agrees that no SPV shall be liable for any
indemnity or similar payment obligation under this Agreement (all liability for
which shall remain with the Granting Lender). In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior to the date that is one year and one day after
the payment in full of all outstanding commercial paper or other senior
indebtedness of any SPV, it will not institute against, or join any other
person in instituting against, such SPV any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof. In addition, notwithstanding anything to the
contrary contained in this subsection 10.1, any SPV may (i) with notice to, but
without the prior written consent of, the Company and the Administrative Agent
and without paying any processing fee therefore, assign all or a portion of its
interests in any Term Loans to the Granting Lender or to any financial
institutions (consented to by the Company and Administrative Agent) providing
liquidity and/or credit support to or for the account of such SPV to support
the funding or maintenance of Term Loans and (ii) disclose on a confidential
basis any non-public information relating to its Term Loans to any rating
agency, commercial paper dealer or provider of any surety, guarantee or credit
or liquidity enhancement to such SPV. This subsection 10.1 may not be amended
without the written consent of the SPV. Notwithstanding anything to the
contrary in this Agreement, no SPV shall be entitled to any greater rights
under subsection 2.7E than its Granting Lender would have been entitled to
absent the use of such SPV.



10.2 Expenses; Indemnity; Damage Waiver.




     A. Costs and Expenses. The Company shall pay (i) all reasonable and
documented out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent and Collateral Agent, in connection with the
syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated); and (ii) all reasonable and documented
out-of-pocket expenses incurred by the Administrative Agent, the Collateral
Agent or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent or any Lender, in connection with the
enforcement or protection of its rights in connection with this Agreement and
the other Loan



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Documents, including its rights under this subsection 10.2.A, or in
connection with the Term Loans made hereunder, including all such reasonable
and documented out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Term Loans.



     B. Indemnification by the Company. The Company shall indemnify each Agent
(and any sub-Agent thereof), each Lender and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”) against, and
hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the reasonable and documented fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or
the consummation of the transactions contemplated hereby or thereby, (ii) any
Term Loan or the use of the proceeds therefrom, or (iii) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto (including any claim
under any Environmental Laws); provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the bad
faith, gross negligence, or willful misconduct of such Indemnitee or its
Related Parties.



     C. Reimbursement by the Lenders. To the extent that the Company fails to
pay any amount required under subsection 10.2A or 10.2B to be paid by it to any
Agent (or any sub-Agent thereof), or any Related Party of any of the foregoing,
each Lender severally agrees to pay to the Agent (or any such sub-Agent), or
such Related Party, as the case may be, such Lender’s Pro Rata Share
(determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against such Agent (or
any such sub-Agent), or against any Related Party of any of the foregoing
acting for such Agent (or any such sub- Agent) in connection with such
capacity. The obligations of the Lenders under this subsection 10.1C are
subject to the provisions of subsection 10.12.



     D. Waiver of Consequential Damages, Etc. To the fullest extent permitted
by applicable law, the Company shall not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any
other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Term Loan or the use of the
proceeds thereof. No Indemnitee referred to in subsection 10.2B above shall be
liable for any damages arising from the use by unintended recipients of any
information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby
or thereby.



     E. Payments. All amounts due under this subsection 10.2 shall be payable
promptly after demand therefor.



10.3 Right of Set-Off; Security Interest in Deposit Accounts.




     Without limitation of any other rights of the Agents or Lenders, if an
Event of Default shall have occurred and be continuing, each Agent, Lender, and
each of their respective Affiliates is hereby authorized at any time and from
time to time, 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) at any time held and other obligations (in
whatever currency) at any time owing by such Agent, Lender, or any such
Affiliate to or for the credit or the account of the Company against any and
all of the obligations of the Company now or hereafter existing under this
Agreement or any other Loan Document to such Agent or Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement or
any other Loan Document and although such obligations of the Company may be
contingent or unmatured or are owed to a branch or office of such Lender
different from the branch or office holding such deposit or obligated on such
indebtedness. The rights of each Agent, Lender, and their respective
Affiliates under this subsection 10.3 are in addition to other rights and
remedies (including other rights of setoff)



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which such Agent, Lender, or their respective Affiliates may have. Each
Agent and Lender agrees promptly to notify the Company and the Administrative
Agent promptly after any such setoff and application; provided that the failure
to give such notice shall not affect the validity of such setoff and
application.



10.4 Sharing of Payments by Lenders.




     If any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Term Loans or other obligations hereunder resulting in such Lender’s
receiving payment of a proportion of the aggregate amount of its Term Loans and
accrued interest thereon or other such obligations greater than its Pro Rata
Share thereof as provided herein, then the Lender receiving such greater
proportion shall (a) notify the Administrative Agent of such fact, and (b)
purchase (for cash at face value) participations in the Term Loans and such
other obligations of the other Lenders, or make such other adjustments as shall
be equitable, to the end that the benefit of all such payments shall be shared
by the Lenders ratably in accordance with the aggregate amount of principal of
and accrued interest on their respective Term Loans and other amounts owing
them; provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participation
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to (x) any payment made by the Company pursuant to and in
accordance with the express terms of this Agreement or (y) any payment obtained
by a Lender as consideration for the assignment of or sale of a participation
in any of its Term Loans to any assignee or participant, other than to the
Company or any Subsidiary thereof (as to which the provisions of this paragraph
shall apply). The Company consents to the foregoing and agrees, to the extent
it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Company rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Company in the amount of
such participation.



10.5 Amendments and Waivers.




     A. Amendment and Waivers. No amendment, modification, termination or
waiver of any provision of this Agreement or of the Notes, or consent to any
departure by the Company or any other Loan Party therefrom, shall in any event
be effective without the written concurrence of the Requisite Lenders; provided
that any such amendment, modification, termination, waiver or consent which:




     (a) reduces or forgives the principal amount of any of the Term
Loans;




     (b) reduces the percentage specified in the definition of the
“Requisite Lenders” (it being understood that, with the consent of the
Requisite Lenders, additional extensions of credit pursuant to this
Agreement may be included in the definition of the “Requisite Lenders” on
substantially the same basis as the Term Loans are included on the
Closing Date);




     (c) changes in any manner any provision of this Agreement which, by
its terms, expressly requires the approval or concurrence of all the
Lenders;




     (d) postpones the scheduled final maturity date of any of the Term
Loans;




     (e) postpones the date or reduces the amount of any payment (but not
prepayment) of principal of any of the Term Loans;




     (f) postpones the date on which any interest or any fees are
payable;




     (g) decreases the interest rate borne by any of the Term Loans
(other than any waiver of any increase in the interest rate applicable to
any of the Term Loans pursuant to subsection 2.2E) or the amount of any
fees payable hereunder;




     (h) increases the maximum duration of Interest Periods permitted
hereunder;



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     (i) releases all or substantially all of the Collateral;




     (j) except as required or permitted by any Guaranty, releases all or
substantially all of the Guarantors from their obligations under the
Guaranties; or




     (k) changes in any manner the provisions contained in subsection 8.1
or this subsection 10.5;



in each case, shall be effective only if evidenced by a writing signed by or on
behalf of all the Lenders to whom Obligations are owed being directly affected
by such amendment, modification, termination, waiver or consent (the consent of
the Requisite Lenders not being required for any such change).



     In addition, (i) no amendment, modification, termination or waiver of any
provision of Section 9 or of any other provision of this Agreement which, by
its terms, expressly requires the approval or concurrence of the Administrative
Agent and/or the Collateral Agent shall be effective without the written
concurrence of such Agent and (ii) no amendment or modification of any priority
of Liens in the Collateral that secure the Obligations in a manner adverse to
the Lenders shall be effective without the consent of all Lenders.
Notwithstanding the foregoing, any waiver that extends the initial time frame
for any post-closing covenants set forth on Schedule 6.15 shall only require
the consent of the Administrative Agent; provided that all such extensions with
respect to any such post-closing covenants do not, in the aggregate, increase
the time frame for a period greater than the initial time frame set forth on
Schedule 6.15.



     The Administrative Agent may, but shall have no obligation to, with the
concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of that Lender. Any waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it was
given. No notice to or demand on the Company in any case shall entitle the
Company to any other or further notice or demand in similar or other
circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this subsection 10.5 shall be binding upon each
Lender at the time outstanding, each future Lender and, if signed by the
Company, on the Company.



     B. Non-Consenting Lenders. Each Lender grants (x) to the Administrative
Agent the right to purchase all (but not less than all) of such Lender’s Term
Loans owing to it and the Notes held by it and all of its rights and
obligations hereunder and under the other Loan Documents, and (y) to the
Company the right to cause an assignment of all (but not less than all) of such
Lender’s Term Loans owing to it, its participations in the Notes held by it and
all of its rights and obligations hereunder and under the other Loan Documents
to Eligible Assignees, which right may be exercised by the Administrative Agent
or the Company, as the case may be, if such Lender (a “Non-Consenting Lender”)
refuses to execute any amendment, waiver or consent which requires the written
consent of Lenders other than Requisite Lenders and to which Requisite Lenders,
the Administrative Agent and the Company have otherwise agreed; provided that
such Non-Consenting Lender shall receive, in connection with such assignments,
payment equal to the aggregate amount of outstanding Term Loans owed to such
Lender (together with all accrued and unpaid interest, fees and other amounts
(other than indemnities) owed to such Lender). Each Lender agrees that if the
Administrative Agent or the Company, as the case may be, exercises their option
hereunder, it shall promptly execute and deliver all agreements and
documentation necessary to effectuate such assignment as set forth in
subsection 10.1. The Company shall be entitled (but not obligated) to execute
and deliver such agreement and documentation on behalf of such Non-Consenting
Lender and any such agreement and/or documentation so executed by the Company
shall be effective for purposes of documenting an assignment pursuant to
subsection 10.1.



10.6 Independence of Covenants.




     All covenants hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or would otherwise be
within the limitations of, another such covenant shall not avoid the occurrence
of an Default or Event of Default if such action is taken or condition exists.



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10.7 Notices.




     A. Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection 10.1B below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopier as follows: (i) if to the Company, to it at 980 North Michigan
Avenue, Suite 1000, Chicago, Illinois 60611, Attention: Chief Financial
Officer (Telecopier No. 312-280-4820; Telephone No. 312-280-8844) with a copy
to: General Counsel (Telecopier No. 312-280-4820; Telephone No. 312-280-8844);
(ii) if to the Administrative Agent or the Collateral Agent, to CSFB at Eleven
Madison Avenue, New York, New York 10010, Attention of Agency Group (Telecopier
No. 212-325-8304; Telephone No. 212-325-9936; and (iii) if to a Lender, to it
at its address (or telecopier number) set forth in its Administrative
Questionnaire. Notices sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received;
notices sent by telecopier shall be deemed to have been given when sent (except
that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day
for the recipient). Notices delivered through electronic communications to the
extent provided in subsection 10.7B below, shall be effective as provided in
said subsection 10.7B.



     B. Electronic Communications. Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the foregoing shall not
apply to notices to any Lender pursuant to subsection 2.1, if such Lender, has
notified the Administrative Agent that it is incapable of receiving notices
under such subsection by electronic communication. The Administrative Agent or
the Company may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications. Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an
e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgment from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written
acknowledgment); provided that if such notice or other communication is not
sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.



     C. Change of Address, Etc. Any party hereto may change its address or
telecopier number for notices and other communications hereunder by notice to
the other parties hereto.



10.8 Survival of Representations, Warranties and Agreements.




     A. All representations, warranties and agreements made herein shall
survive the execution and delivery of this Agreement and the making of the Term
Loans hereunder.



     B. Notwithstanding anything in this Agreement or implied by law to the
contrary, the agreements of the Company set forth in subsections 2.6D, 2.7,
10.2 and 10.3 and the agreements of the Lenders set forth in subsections 9.4,
10.3, 10.4 and 10.19 shall survive the payment of the Term Loans and the
termination of this Agreement.



10.9 Failure or Indulgence Not Waiver; Remedies Cumulative.




     No failure or delay on the part of any Agent or any Lender in the exercise
of any power, right or privilege hereunder or under any other Loan Document
shall impair such power, right or privilege or be construed to be a waiver of
any default or acquiescence therein, nor shall any single or partial exercise
of any such power, right or privilege preclude other or further exercise
thereof or of any other power, right or privilege. All rights and remedies
existing under this Agreement and the other Loan Documents are cumulative to,
and not exclusive of, any rights or remedies otherwise available.



-74-









 





10.10 Marshalling; Payments Set Aside.




     Neither any Agent nor any Lender shall be under any obligation to marshal
any assets in favor of the Company or any other party or against or in payment
of any or all of the Obligations. To the extent that the Company makes a
payment or payments to the Administrative Agent or the Lenders (or to the
Administrative Agent or Collateral Agent for the benefit of the Lenders), or
any Agent or the Lenders enforce any security interests or exercise their
rights of setoff, and such payment or payments or the proceeds of such
enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law, any
other state or federal law, common law or any equitable cause, then, to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all Liens, rights and remedies therefor or related thereto,
shall be revived and continued in full force and effect as if such payment or
payments had not been made or such enforcement or setoff had not occurred.



10.11 Severability.




     In case any provision in or obligation under this Agreement or the Notes
shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.



10.12 Obligations Several; Independent Nature of the Lenders’ Rights.




     The obligations of the Lenders hereunder are several and no Lender shall
be responsible for the obligations or Commitments of any other Lender
hereunder. Nothing contained herein or in any other Loan Document, and no
action taken by the Lenders pursuant hereto or thereto, shall be deemed to
constitute the Lenders as a partnership, an association, a joint venture or any
other kind of entity. The amounts payable at any time hereunder to each Lender
shall be a separate and independent debt, and each Lender shall be entitled to
protect and enforce its rights arising out of this Agreement and it shall not
be necessary for any other Lender to be joined as an additional party in any
proceeding for such purpose.



10.13 Maximum Amount.




     A. It is the intention of the Company and the Lenders to conform strictly
to the usury and similar laws relating to interest from time to time in force,
and all agreements between the Loan Parties and their respective Subsidiaries
and the Lenders, whether now existing or hereafter arising and whether oral or
written, are hereby expressly limited so that in no contingency or event
whatsoever, whether by acceleration of maturity hereof or otherwise, shall the
amount paid or agreed to be paid in the aggregate to the Lenders as interest
(whether or not designated as interest, and including any amount otherwise
designated but deemed to constitute interest by a court of competent
jurisdiction) hereunder or under the other Loan Documents or in any other
agreement given to secure the Indebtedness or obligations of the Company to the
Lenders, or in any other document evidencing, securing or pertaining to the
Indebtedness evidenced hereby, exceed the maximum amount permissible under
applicable usury or such other laws (the “Maximum Amount”). If under any
circumstances whatsoever fulfillment of any provision hereof, or any of the
other Loan Documents, at the time performance of such provision shall be due,
shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to
be fulfilled shall be reduced to the Maximum Amount. For the purposes of
calculating the actual amount of interest paid and/or payable hereunder in
respect of laws pertaining to usury or such other laws, all sums paid or agreed
to be paid to the holder hereof for the use, forbearance or detention of the
Indebtedness of the Company evidenced hereby, outstanding from time to time
shall, to the extent permitted by Applicable Law, be amortized, pro-rated,
allocated and spread from the date of disbursement of the proceeds of the Notes
until payment in full of all of such Indebtedness, so that the actual rate of
interest on account of such Indebtedness is uniform through the term hereof.
The terms and provisions of this subsection 10.13 shall control and supersede
every other provision of all agreements between the Company or any endorser of
the Notes and the Lenders.



     B. If under any circumstances any Lender shall ever receive an amount
which would exceed the Maximum Amount, such amount shall be deemed a payment in
reduction of the principal amount of the Term Loans and shall be treated as a
voluntary prepayment under subsection 2.4B(i) and shall be so applied in
accordance with



-75-









 





subsection 2.4 or if such excessive interest exceeds the unpaid balance of
the Term Loans and any other Indebtedness of the Company in favor of such
Lender, the excess shall be deemed to have been a payment made by mistake and
shall be promptly refunded to the Company.



10.14 Headings.




     Section and subsection headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose or be given any substantive effect.



10.15 Applicable Law.




     THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



10.16 [Intentionally Omitted]




10.17 Consent to Jurisdiction and Service of Process.




     A. SUBMISSION TO JURISDICTION. THE COMPANY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY
AND OF THE UNITED STATES DISTRICT COURT SITTING IN NEW YORK CITY, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR
IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE
AGENT, ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE COMPANY OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.



     B. WAIVER OF VENUE. THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO IN SUBSECTION 10.17A. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.



     C. Service of Process. Each party hereto irrevocably consents to service
of process in the manner provided for notices in subsection 10.7. Nothing in
this Agreement will affect the right of any party hereto to serve process in
any other manner permitted by applicable law.



10.18 Waiver of Jury Trial.




     EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS



-76-









 





AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



10.19 Confidentiality.




     Each of the Agents and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its Affiliates and to its and its Affiliates’ respective partners,
directors, officers, employees, advisors and representatives (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this subsection 10.19, to (i) any assignee
or pledgee of or Participant in, or any prospective assignee or pledgee of or
Participant in, any of its rights or obligations under this Agreement or (ii)
any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Company and its obligations, (g) with
the written consent of the Company (such consent not to be unreasonably
withheld or delayed) or (h) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this subsection 10.19 or (y)
becomes available to the Administrative Agent or any Lender on a
nonconfidential basis from a source other than the Company.



     For purposes of this subsection 10.19, “Information” means all information
received from the Company or any of its Subsidiaries relating to the Company or
any of its Subsidiaries or any of their respective businesses, other than any
such information that is available to the Administrative Agent or any Lender on
a nonconfidential basis prior to disclosure by the Company; provided that, in
the case of information received from the Company after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this subsection 10.19 shall be considered to have complied with its obligation
to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.



     Notwithstanding anything herein to the contrary, “Information” shall not
include, and the Company, the Administrative Agent and each Lender may disclose
to any and all persons, without limitation of any kind, any information with
respect to the U.S. federal income tax treatment and U.S. federal income tax
structure of the transactions contemplated hereby and all materials of any kind
(including opinions or other tax analyses) that are provided to the
Administrative Agent or such Lender relating to such tax treatment and tax
structure.



10.20 Counterparts; Integration; Effectiveness; Electronic Execution.




     A. Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent 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. This Agreement shall
become effective upon the satisfaction of the conditions precedent set forth in
Section 4 and when it shall have been executed by the Administrative Agent and
when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto
required pursuant to Section 4, and thereafter shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns. Delivery of an executed counterpart of a signature page of



-77-









 





this Agreement or any document or instrument delivered in connection
herewith by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement or such other document or instrument, as
applicable.



     B. Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment Agreement shall be
deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




-78-









 








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



	 	 	 	 	 
	    THE COMPANY:	 	TRANSPORTATION TECHNOLOGIES
	 	 	INDUSTRIES, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Donald C. Mueller
	

	 	 	 	
 
	

	 	 	 	Name: Donald C. Mueller
	

	 	 	 	Title: Vice President







S-1









 






	 	 	 	 	 
	   AGENTS AND LENDERS:	 	CREDIT SUISSE FIRST BOSTON,
	 	 	acting through its Cayman Islands Branch
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert Hetu
	

	 	 	 	
 
	

	 	 	 	Name: Robert Hetu
	

	 	 	 	Title: Director
	 
	 	 	 	 
	

	 	By:
	 	/s/ Doreen B. Welch
	

	 	 	 	
 
	

	 	 	 	Name: Doreen B. Welch
	

	 	 	 	Title: Associate







S-2









 






	 	 	 	 	 
	 	 	WACHOVIA CAPITAL MARKETS, LLC,
	 	 	as Co-Syndication Agent
	 
	 	 	 	 
	

	 	By:
	 	/s/ Glenn F. Edwards
	

	 	 	 	
 
	

	 	 	 	Name: Glenn F. Edwards
	

	 	 	 	Title: Managing Director







S-3









 






	 	 	 	 	 
	 	 	LEHMAN COMMERCIAL PAPER INC.,
	 	 	Individually and as a Co-Syndication Agent
	 
	 	 	 	 
	

	 	By:
	 	/s/ G. Andrew Keith
	

	 	 	 	
 
	

	 	 	 	Name: G. Andrew Keith
	

	 	 	 	Title: Vice President








S-4










 





EXHIBIT I




[FORM OF NOTICE OF BORROWING]




NOTICE OF BORROWING




     Reference is made to that certain Second Lien Credit Agreement, dated as
of March 16, 2004 (as further amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among
Transportation Technologies Industries, Inc., a Delaware corporation (the
“Company”), the Lenders party thereto from time to time, Credit Suisse First
Boston, as the Administrative Agent, Collateral Agent and, together with Lehman
Brothers, Inc. and Wachovia Capital Markets, LLC (“Wachovia”), Joint
Bookrunner and Joint Lead Arranger, and Lehman Commercial Paper Inc., as
CoSyndication Agent together with Wachovia. Capitalized terms used herein and
not defined herein shall have the meanings assigned to such terms in the Credit
Agreement.



     Pursuant to Section 2.1A of the Credit Agreement, the Company desires that
Lenders make the following Loans to the Company in accordance with the
applicable terms and conditions of the Credit Agreement on [____________] (the
“Funding Date”):



	 	 	 	 	 	 	 
	1.

	 	Term Loans	 	 	 	 
	

	 	o
	 	Base Rate Loans:
	 	$[____,____,____]
	

	 
	

	 	o
	 	Eurodollar Rate Loans, with an Initial Interest Period of    Month(s):
	 	$[____,____,____]







     The Company hereby certifies that as of the Funding Date:




    (i) The representations and warranties contained in the Credit
Agreement and in the other Loan Documents shall be true and correct in
all material respects on and as of the Funding Date to the same extent as
though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in
which case such representations and warranties shall have been true and
correct in all material respects on and as of such earlier date; and




    (ii) No event shall have occurred and be continuing or would result
from the consummation of the borrowing contemplated hereby that would
constitute a Default or Event of Default.



Date: [______________]




	 	 	 
	

	 	TRANSPORTATION TECHNOLOGIES INDUSTRIES,
INC.
	 
	 	 
	

	 	By:
	

	 	
 
	

	 	Name:
	

	 	Title:







Exh. I-1









 






EXHIBIT II




[FORM OF NOTICE OF CONVERSION/CONTINUATION]




NOTICE OF CONVERSION/CONTINUATION




     Reference is made to that certain Second Lien Credit Agreement, dated as
of March 16, 2004 (as further amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among
Transportation Technologies Industries, Inc., a Delaware corporation (the
"Company”), the Lenders party thereto from time to time, Credit Suisse First
Boston, as the Administrative Agent, Collateral Agent and, together with Lehman
Brothers, Inc. and Wachovia Capital Markets, LLC (“Wachovia”), Joint
Bookrunner and Joint Lead Arranger, and Lehman Commercial Paper Inc., as
CoSyndication Agent together with Wachovia. Capitalized terms used herein and
not defined herein shall have the meanings assigned to such terms in the Credit
Agreement. The Company hereby requests to convert or continue Loans as
follows:




	1.	 	Date of conversion/continuation: _________, 200_
	 
	2.	 	Amount of Loans being converted/continued: $[1]
	 
	3.	 	Type of Loans being converted/continued:






	oa.	 	Term Loans






	4.	 	Nature of conversion/continuation:






	oa.	 	Conversion of Base Rate Loans to Eurodollar Rate
Loans
	 
	ob.	 	Conversion of Eurodollar Rate Loans to Base Rate
Loans
	 
	oc.	 	Continuation of Eurodollar Rate Loans as such






	5.	 	If Loans are being continued as or converted to Eurodollar
Rate Loans, the duration of the new Interest Period that commences
on the conversion/continuation date: ___________ month(s)




In the case of a conversion to or continuation of Eurodollar Rate Loans, the
undersigned officer, to the best of his or her knowledge, and Company certify
that no Default or Event of Default has occurred and is continuing under the
Credit Agreement.




DATED: _________________




	 	 	 
	

	 	TRANSPORTATION TECHNOLOGIES INDUSTRIES,
INC.
	 
	 	 
	

	 	By:
	

	 	
 
	

	 	Name:
	

	 	Title:













	 	 	   
	 
	[1]	 	Use a separate Notice of Conversion/Continuation for each type of loan
being converted/continued.




Exh. II-1









 










EXHIBIT IV




[FORM OF TERM NOTE]




TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.




TERM LOAN PROMISSORY NOTE DUE MARCH [ ], 2009




	 	 	 	 	 
	$[1]
	 	
	 	New York, New York
as of [               
], 2004







     FOR VALUE RECEIVED, TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC., a
Delaware corporation (the “Company”), promises to pay to [2](the “Payee”) or
its registered assigns, the lesser of (x) [3]($[1]) and (y) the unpaid
principal amount of the Payee’s Term Loans under the Credit Agreement referred
to below, in the installments referred to below.



     The Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Second Lien Credit Agreement dated as of March 16, 2004 (as further amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among the Company, the Lenders party thereto from time to
time, Credit Suisse First Boston, as the Administrative Agent, Collateral Agent
and, together with Lehman Brothers, Inc. and Wachovia Capital Markets, LLC
(“Wachovia”), Joint Bookrunner and Joint Lead Arranger, and Lehman Commercial
Paper Inc., as Co-Syndication Agent together with Wachovia. Capitalized terms
used herein but not defined herein shall have the meanings assigned to such
terms in the Credit Agreement.



     The Company shall pay all outstanding principal amounts on this Note on
the Term Loan Maturity Date, together with all accrued and unpaid interest
thereon.



     This Note is one of the Company’s “Term Notes” in the aggregate principal
amount of $100,000,000 and is issued pursuant to and entitled to the benefits
of the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Term Loans evidenced
hereby were made and are to be repaid.



     All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at such
place as shall be designated for such purpose in accordance with the terms of
the Credit Agreement. Unless and until an Assignment Agreement effecting the
assignment or transfer of this Note shall have been accepted by the
Administrative Agent and recorded in the Register as provided in subsection
10.1C of the Credit Agreement, the Company and the Administrative Agent shall
be entitled to deem and treat the Payee as the owner and holder of this Note
and the Loan evidenced hereby. The Payee hereby agrees, by its acceptance
hereof, that before disposing of this Note or any part hereof it will make a
notation hereon of all principal payments previously made hereunder and of the
date to which interest hereon has been paid; provided, however, that the
failure to make a notation of any payment made on this Note shall not limit or
otherwise affect the obligations of the Company hereunder with respect to
payments of principal of or interest on this Note.









	 	 	   
	 
	[1]	 	Insert amount of applicable Lender’s Term Loan Commitment in numbers.
	 
	[2]	 	Insert applicable Lender’s name in capital letters.
	 
	[3]	 	Insert amount of applicable Lender’s Term Loan Commitment in words.




Exh. IV-1









 










     Whenever any payment on this Note shall be stated to be due on a day which
is not a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall be included in the computation
of the payment of interest on this Note.



     This Note is subject to mandatory prepayments and to prepayments at the
option of the Company, all as provided in the Credit Agreement.



     THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.



     Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.



     This Note is entitled to the benefits of the Subsidiary Guaranty and is
secured pursuant to the Collateral Documents.



     The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.



     This Note is subject to restrictions on transfer or assignment as provided
in subsection 10.1 of the Credit Agreement.



     No reference herein to the Credit Agreement and no provision of this Note
or the Credit Agreement shall alter or impair the obligations of the Company,
which are absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency herein
prescribed.



     The Company promises to pay all costs and expenses, including reasonable
attorneys’ fees, all as provided in subsection 10.2 of the Credit Agreement,
incurred in the collection and enforcement of this Note. The Company and any
endorsers of this Note hereby consent to renewals and extensions of time at or
after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.



Exh. IV-2









 





     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at
the place first written above.



	 	 	 
	

	 	TRANSPORTATION TECHNOLOGIES INDUSTRIES,
INC.
	 
	 	 
	

	 	By:
	

	 	
 
	

	 	Name:
	

	 	Title:







Exh. IV-3









 






TRANSACTIONS

ON

TERM NOTE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Outstanding	 	Amount of	 	 
	 	 	Amount of	 	Principal	 	Interest	 	 
	 	 	Principal Paid	 	Balance This	 	Paid This	 	Notation
	Date
	 	This Date
	 	Date
	 	Date
	 	Made By








Exh. IV-4









 






EXHIBIT V




FORM OF SUBSIDIARY GUARANTY




see Tab 18




Exh. V-1









 








EXHIBIT VI




FORM OF PLEDGE AGREEMENT




see Tab 19




Exh. VI-1









 








EXHIBIT VII




FORM OF SECURITY AGREEMENT




see Tab 21




Exh. VII-1









 








EXHIBIT VIII




FORM OF COMPLIANCE CERTIFICATE




COMPLIANCE CERTIFICATE




see attached




Exh. VIII-1









 








EXHIBIT VIII TO

CREDIT AGREEMENT




COMPLIANCE CERTIFICATE




THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:




     1. I am the Chief Financial Officer of each of Transportation Technologies
Industries, Inc. (“Company”).



     2. I have reviewed the terms of that certain Second Lien Credit Agreement,
dated as of March 16, 2004 (as further amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), by and among the
Company, the banks, financial institutions and other entities listed therein as
Lenders, and Credit Suisse First Boston, as the Administrative Agent.
Capitalized terms used herein and not defined herein shall have the meanings
assigned to such terms in the Credit Agreement., and I have made, or have
caused to be made under my supervision, a review in reasonable detail of the
transactions and condition of Company and its Subsidiaries during the
accounting period covered by the attached financial statements.



     3. The examination described in paragraph 2 above did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
an Event of Default or Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth in a separate attachment, if any, to this
Certificate, describing in detail, the nature of the condition or event, the
period during which it has existed and the action which Company has taken, is
taking, or proposes to take with respect to each such condition or event.



     The foregoing certifications, together with the computations set forth in
the Annex A hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered [mm/dd/yy] pursuant to Section
6.1(iii) of the Credit Agreement.



	 	 	 
	

	 	TRANSPORTATION TECHNOLOGIES INDUSTRIES,
INC.
	 
	 	 
	

	 	By:
	

	 	
 
	

	 	Title: Chief Financial Officer







Exh. VIII-2









 






ANNEX A TO

COMPLIANCE CERTIFICATE




FOR THE FISCAL QUARTER ENDING [mm/dd/yy].




	 	 	 	 	 	 	 	 	 	 	 
	1. Consolidated Adjusted EBITDA: (i) — (ii) =	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	(i)
	 	(a)
	 	Consolidated Net Income:
	 	$	[___,___,___]	 
	

	 	 	 	 	 	plus, to the extent deducted in calculating (i)(a):	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(b)
	 	income tax expense:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(c)
	 	interest expense, amortization or writeoff of debt discount
and debt issuance costs and commissions, discounts and other
fees and charges associated with Indebtedness (including the
Loans):
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(d)
	 	total depreciation expense:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(e)
	 	total amortization expense:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(f)
	 	costs and expenses incurred in connection with the Transaction:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(g)
	 	deferred directors’ fees:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(h)
	 	management bonuses related to the Preferred Stock paid in
connection with the Transaction:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(i)
	 	fees paid to accountants and tax advisors in connection with
any tax refund received by the Company and the re-audit of the
Company’s 2001 audited financial statements:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Maximum:
	 	$	1,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(j)
	 	any non-cash charges:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(k)
	 	non-cash losses:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(ii)	 	to the extent added in computing such Consolidated Net Income:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(a)
	 	any interest income:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(b)
	 	any non-cash gains:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	2. Consolidated Capital Expenditures: (i) — (ii) =	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(i)	 	aggregate of all expenditures (whether paid in cash or other
consideration or accrued as a liability) by the Company and its
Subsidiaries during such period that, in accordance with GAAP, are
required to be included in “additions to property, plant or
equipment”:	 	$	[___,___,___]	 







Annex   A-1









 






	 	 	 	 	 	 	 	 	 	 	 
	

	 	(ii)
	 	(a)
	 	expenditures made to consummate any Permitted
Acquisition:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(b)
	 	investments in Guarantors (so long as such investments are not
used for capital expenditures):
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(c)
	 	expenditures in respect of the reinvestment of proceeds
derived from Recovery Events, Asset Dispositions or any sale
leaseback transactions permitted pursuant to subsection 7.8 of
the Credit Agreement, received by the Company and its
Subsidiaries to the extent that such reinvestment is permitted
under the Loan Documents:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(d)
	 	the purchase price of equipment purchased during such period
to the extent the consideration therefor consists of used or
surplus equipment traded in at the time of the purchase (or
the proceeds of a substantially concurrent sale of such used
or surplus equipment):
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Maximum:
	 	$	1,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 
	3. Consolidated Net Income: (i) — (ii) =	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(i)	 	the net income (or loss) of Holdings and its Subsidiaries on a
consolidated basis for such period taken as a single accounting
period determined in conformity with GAAP:	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	(ii)
	 	(a)
	 	the income of any Person in which any other Person
(other than the Company or any of its Subsidiaries or any
director holding qualifying shares in compliance with
applicable law) has a joint interest, to the extent of such
interest held by Persons other than the Company and its
Subsidiaries in such Person:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(b)
	 	the income (or loss) of any Person accrued prior to the date
it becomes a Subsidiary or is merged into or consolidated with
the Company or any of its Subsidiaries or the date that
Person’s assets are acquired by the Company or any of its
Subsidiaries:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(c)
	 	the income of any Subsidiary of Holdings to the extent that
the declaration or payment of dividends or similar
distributions by that Subsidiary of that income is not at the
time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to that Subsidiary:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(d)
	 	any after tax gains or losses attributable to sales of assets
out of the ordinary course of business:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(e)
	 	to the extent not included in clauses (ii)(a) through (d)

above, any net extraordinary gains or net non-cash

extraordinary losses:
	 	$	[___,___,___]	 







Annex A-2









 






	 	 	 	 	 	 	 	 	 	 	 
	4. Funded Debt:	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	5. Fixed Charge Coverage Ratio: (i)/(ii)=	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	(i)
	 	(a) -
	 	(b):
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(a)
	 	Consolidated Adjusted EBITDA for the four-Fiscal Quarter

Period then ended:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(b)
	 	Consolidated Capital Expenditures:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(ii)	 	(a) + (b) + (c):	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(a)
	 	Consolidated Interest Expense:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(b)
	 	Scheduled Funded Debt Payments for the applicable period:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(c)
	 	cash taxes based on the net income of the Company paid:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Actual:    
	 	 	_.__:1.00	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Required:
	 	 	_.__:1.00	 
	 
	6. Interest Coverage Ratio: (i)/(ii) =	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(i)	 	Consolidated Adjusted EBITDA for the twelve-month Period then ended:	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(ii)	 	Consolidated Interest Expense for the twelve-month Period:	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Actual:    
	 	 	_.__:1.00	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Required:
	 	 	_.__:1.00	 
	 
	 	 	 	 	 	 	 	 	 	 
	7. Leverage Ratio: (i)/(ii) =	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(i)	 	Funded Debt for the twelve-month Period then ended:	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(ii)	 	Consolidated Adjusted EBITDA for the twelve-month period then ended:	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Actual:    
	 	 	_.__:1.00	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Required:
	 	 	_.__:1.00	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	FOR THE FISCAL YEAR ENDING
[mm/dd/yy].	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	8. Maximum Consolidated Capital Expenditures	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Actual:    
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Required:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	plus, 50% of the excess, if any, of the permitted amount over the
actual amount of Consolidated Capital Expenditures for previous Fiscal Year:	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	9. Consolidated Working
Capital: (1) - (ii)=	 	 	 	 







Annex A-3









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	(i)	 	Consolidated Current Assets:	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(ii)	 	Consolidated Current Liabilities:	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	10. Consolidated
Working Capital Adjustment: (i) - (ii)=	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(i)	 	Consolidated Working Capital as of the beginning of such period:	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(ii)	 	Consolidated Working Capital as of the end of such period:	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	11. Consolidated Excess
Cash Flow: (i) - (ii) =	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	(i)
	 	(a)
	 	Consolidated Adjusted EBITDA:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(b)
	 	Consolidated Working Capital Adjustment:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(c)
	 	extraordinary cash income, if any, not included in

Consolidated EBITDA:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	(ii)
	 	(a)
	 	provisions for taxes based on income:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(b)
	 	cash Consolidated Capital Expenditures:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(c)
	 	cash interest paid:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(d)
	 	Scheduled Funded Debt Payments and, in the case of purchase
money Indebtedness only, mandatory principal repayments of
Indebtedness made during such Fiscal Year:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(e)
	 	prepayments of the principal of any Indebtedness during such
period1:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(f)
	 	extraordinary cash expenses paid, if any, not included in

Consolidated EBITDA:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(g)
	 	cash consideration paid for Permitted Acquisitions during such
Fiscal Year to the extent not financed with the proceeds of
Indebtedness or the issuance of securities:
	 	$	[___,___,___]	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	(h)
	 	Permitted Investments under paragraphs (vi) and (vii) of the
definition thereof made in cash during such Fiscal Year:
	 	$	[___,___,___]	 













	1	 	Other than Indebtedness (y) under the Second Lien Credit Agreement and (z)
that is repaid with the proceeds of any Equity Issuances or other Indebtedness
incurred by the Company or any of its Subsidiaries, and only to the extent that
such prepaid amounts cannot by their terms be reborrowed or redrawn and do not
occur in connection with a refinancing of all or any portion of such
Indebtedness.




Annex A-4









 










Notes




Annex A-5









 








EXHIBIT IX




FORM OF OPINIONS OF COUNSEL TO LOAN PARTIES




see Tab 27




Exh. IX-1









 








EXHIBIT X




(FORM OF FINANCIAL CONDITION CERTIFICATE)




FINANCIAL CONDITION CERTIFICATE




     THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:



     1. I am the chief financial officer of TRANSPORTATION TECHNOLOGIES
INDUSTRIES, INC., as Borrower (the “Company”).



     2. Reference is made to that certain Second Lien Credit Agreement dated as
of March 16, 2004 (as further amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among the Company,
the Lenders party thereto from time to time, Credit Suisse First Boston, as the
Administrative Agent, Collateral Agent and, together with Lehman Brothers, Inc.
and Wachovia Capital Markets, LLC (“Wachovia”), Joint Bookrunner and Joint
Lead Arranger, and Lehman Commercial Paper Inc., as Co-Syndication Agent
together with Wachovia. Capitalized terms used herein and not defined herein
shall have the meanings assigned to such terms in the Credit Agreement.



     3. I have reviewed the terms of Sections 4 and 5 of the Credit Agreement
and the definitions and provisions contained in the Credit Agreement relating
thereto, together with each of the Transaction Documents, and, in my opinion,
have made, or have caused to be made under my supervision, such examination or
investigation as is necessary to enable me to express an informed opinion as to
the matters referred to herein.



     4. Based upon my review and examination described in paragraph 3 above, I
certify that as of the date hereof, (i) after giving effect to the consummation
of the Transactions, the related financings and the other transactions
contemplated by the Loan Documents and the Transaction Documents, each Loan
Party is Solvent; (ii) the Company’s Pro Forma EBITDA for the four-Fiscal
Quarter period ended December 31, 2003 is $[ ]; (iii) the Company’s
ratio of Senior Secured Debt on the Closing Date to Pro Forma EBITDA is [
]:1.0; and (iv) the Company’s ratio of Funded Debt on the Closing Date to Pro
Forma EBITDA is [ ]:1.0.



     The foregoing certifications are made and delivered as of March f ^1,
2004.



	 	 	 
	

	 	
 
	

	 	Title: Chief Financial Officer







Exh. X-1









 






EXHIBIT XI




[FORM OF ASSIGNMENT AGREEMENT]




ASSIGNMENT AGREEMENT




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



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



	 	 	 	 	 
	1.

	 	Assignor:	 	 
	 
	 	 	 	 
	2.

	 	Assignee:
	 	            [and is an Affiliate/Approved Fund of [the Assignor]1
	 
	 	 	 	 
	3.

	 	Company:
	 	Transportation Technologies Industries, Inc.
	 
	 	 	 	 
	4.

	 	Administrative Agent:
	 	Credit Suisse First Boston, as the administrative agent under the Credit Agreement
	 
	 	 	 	 
	5.

	 	Credit Agreement:
	 	The Credit Agreement dated as of March 16, 2004 among Transportation Technologies Industries,
Inc., as Borrower, the Lenders parties thereto from time to time, Credit Suisse First Boston, as
Administrative Agent, and the other agents party thereto













	1	 	Select as applicable.




Exh. XI-1









 









	6.	 	Assigned Interest:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	Amount of	 	Percentage Assigned
	 	 	Commitment/Loans	 	Commitment/Loans	 	of
	Facility Assigned
	 	for all Lenders
	 	Assigned
	 	Commitment/Loans3

	____________3
	 	$	____________	 	 	$	____________	 	 	 	____________	%
	____________
	 	$	____________	 	 	$	____________	 	 	 	____________	%
	____________
	 	$	____________	 	 	$	____________	 	 	 	____________	%







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




	7.	 	Notice and Wire Instructions:





	 	 	 
	[NAME OF ASSIGNOR]

	 	[NAME OF ASSIGNEE]
	 
	Notices:

	 	Notices:







	 	 	 	 	 
	

	 	

	 	

	

	 	

	 	

	

	 	

	 	

	

	 	Attention:
	 	Attention:
	

	 	Telecopier:
	 	Telecopier:







	 	 	 
	with a copy to:

	 	with a copy to:







	 	 	 	 	 
	

	 	

	 	

	

	 	

	 	

	

	 	

	 	

	

	 	Attention:
	 	Attention:
	

	 	Telecopier:
	 	Telecopier:







	 	 	 
	Wire Instructions:

	 	Wire Instructions:













	2	 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
all Lenders thereunder.
	 
	3	 	Fill in the appropriate terminology for the types of facilities under the
Credit Agreement that are being assigned under this Assignment (e.g.,
“Term
Loan Commitment,” etc.)




Exh. XI-2









 









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



	 	 	 	 	 
	 	 	ASSIGNOR
	 	 	[NAME OF ASSIGNOR]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	ASSIGNEE
	 	 	[NAME OF ASSIGNEE]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Title:







[Consented to and]4 Accepted:




CREDIT SUISSE FIRST BOSTON,
as Administrative Agent




	 	 	 
	By:
	 	 
	

	 	

	

	 	Title:







[Consented to:]5




TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.




	 	 	 
	By:
	 	 
	

	 	

	

	 	Title:













	4	 	To be added only if the consent of the Administrative Agent is required by the
terms of the Credit Agreement.
	 
	5	 	To be added only if the consent of the Company is required by the terms of the
Credit Agreement.






Exh. XI-3










 





ANNEX 1




STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT




AND ASSUMPTION
AGREEMENT





	1.	 	Representations and Warranties.






	1.1	 	Assignor. The Assignor (a) represents and warrants that (i)
it is the legal and beneficial owner of the Assigned Interest, (ii)
the Assigned Interest is free and clear of any lien, encumbrance or
other adverse claim and (iii) it has full power and authority, and
has taken all action necessary, to execute and deliver this
Assignment and to consummate the transactions contemplated hereby;
and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection
with any Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document delivered pursuant
thereto, other than this Assignment (herein collectively the “Loan
Documents”), or any collateral thereunder, (iii) the financial
condition of the Company, any of its Subsidiaries or Affiliates or
any other Person obligated in respect of any Loan Document or (iv)
the performance or observance by the Company, any of its
Subsidiaries or Affiliates or any other Person of any of their
respective obligations under any Credit Document.
	 
	1.2	 	Assignee. The Assignee (a) represents and warrants that (i)
it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and to consummate the
transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all requirements of an Eligible
Assignee under the Credit Agreement, (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit
Agreement and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it has received a copy
of the Credit Agreement and such other documents and information as
it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and to purchase the Assigned
Interest on the basis of which it has made such analysis and
decision, and (v) if it is a Foreign Lender, attached to the
Assignment is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and
executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at that time, continue to
make its own credit decisions in taking or not taking action under
the Credit Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Credit
Documents are required to be performed by it as a Lender.






	2.	 	Payments. From and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor
for amounts which have accrued to but excluding the Effective Date and to
the Assignee for amounts which have accrued from and after the Effective
Date.
	 
	3.	 	General Provisions. This Assignment shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and
assigns. This Assignment may be executed in any number of counterparts,
which together shall constitute one instrument. Delivery of an executed
counterpart of a signature page of this Assignment by telecopy shall be
effective as delivery of a manually executed counterpart of this
Assignment. This Assignment shall be governed by, and construed in
accordance with, the internal laws of the State of New York without regard
to conflict of laws principles thereof.




Annex 1-1









 











EXHIBIT XII




FORM OF COLLATERAL ACCOUNT AGREEMENT




see Tab 7




Exh. XII-1









 








EXHIBIT XIII




FORM OF MORTGAGE




see Real Estate closing set




Exh. XIII-1









 








EXHIBIT XIV




FORM OF INTERCREDITOR AGREEMENT




see Tab 28




Exh. XIV-1









 








Schedule 1.1(a)




CERTAIN ADJUSTMENTS




Adjustments to Pro Forma EBITDA




	 	 	 	 	 
	Nonrecurring items
	 	 	 	 
	Management bonus (Preferred Stock transaction)
	 	$	300,000	 
	2001 Re-audit fees
	 	$	110,000	 
	Non-cash losses
	 	 	 	 
	Gunite fixed asset disposals
	 	$	711,000	 
	Imperial fixed asset disposals
	 	$	368,000	 
	Exchange of Subordinated Debt for Preferred Stock
	 	$	1,803,000	 
	Non-cash gains
	 	 	 	 
	Railcar interest
	 	$	(10,000,000	)
	Reduction of environmental remediation liability
	 	$	(6,636,000	)
	Fabco facility sale
	 	$	(3,679,000	)
	 
	 	 	
 	 
	 
	 	$	(17,023,000	)







Adjustments to Consolidated Interest Expense




For the purposes of calculating Consolidated Interest Expense for any period
prior to the first anniversary of the Closing Date, Consolidated Interest
Expense shall be an amount equal to actual Consolidated Interest Expense from
the Closing Date through the date of determination multiplied by a fraction,
the numerator of which is 365 and the denominator of which is the number of
days from the Closing Date through the date of determination.



 









 








Schedule 1.1(b)




MANAGEMENT SHAREHOLDERS




Thomas Begel

Camillo Santomero

Andrew Weller

Fred Culbreath

Joe Hicks

James Cirar

Robert Jackson

Donald Mueller

Kenneth Tallering

John Wilkinson

Timothy Masek

Adam Gottlieb

Brent Williams

Kelly Bodway

Allen Sunderland

Marty Drennan

William Faut

Peter Oldis

Michael Stevens

Anthony Donatelli

Michael Buhlert

John Schneider

Benjamin Ward

Jon Young

Omar Fakhoury

Anthony Miller

Thomas Splinter

Steven Witherspoon

Randy Brull

John Crume

James Peterson

Brad Rolfe

Donald Williams

Michael Irish



 









 





Schedule 1.1(c)




EXISTING LETTERS OF CREDIT




	 	 	 	 	 	 	 	 	 
	Beneficiary
	 	Company
	 	Amount
	 	Issuer

	Letters of Credit
	 	 	 	 	 	 	 	 
	Reliance Insurance Company
	 	Truck Components Inc.	 	$	337,394.00	 	 	Wachovia
	State of Wisconsin Department of
Natural Resources
	 	Brillion Iron Works, Inc.	 	 	319,431.78	 	 	Wachovia
	Sheffield Properties
	 	TTI	 	 	67,135.10	 	 	Wachovia
	National Union Fire Insurance Co.
of Pittsburgh PA
	 	TTI	 	 	1,010,000.00	 	 	Wachovia
	EBI Companies
	 	Truck Components Inc.	 	 	33,000.00	 	 	Wachovia
	Bank One Michigan (Bostrom IRB)
	 	TTI	 	 	3,157,074.00	 	 	Wachovia
	United States Fidelity & Guarantee
	 	TTI	 	 	7,800,000.00	 	 	Wachovia
	Unitrin Ins./Trinity Universal
	 	TTI	 	 	150,000.00	 	 	Wachovia
	Royal & Sun Alliance
	 	TTI	 	 	3,000,000.00	 	 	Wachovia
	Ace American Insurance
	 	TTI	 	 	3,000,000.00	 	 	Wachovia
	 
	 	 	 	 	
 	 	 	 
	Total
	 	 	 	$	18,874,034.88	 	 	 







 









 






Schedule 2.1A(i)




TERM LOAN COMMITMENTS




 









 








Schedule 2.1A(i)




TERM LOAN COMMITMENTS




	 	 	 	 	 	 	 	 	 
	 	 	Second Priority	 	 
	Lender
	 	Term Loan Commitment
	 	Pro Rata Share

	CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands
Branch
	 	$	100,000,000.00	 	 	 	100.00	%
	Total
	 	$	100,000,000.00	 	 	 	100.00	%







 









 






Schedule 4.1F




PLEDGED SHARES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Options,
	 	 	Percentage	 	 	 	 	 	No. Shares	 	Warrants,
	 	 	Ownership	 	 	 	Jurisdiction of	 	of Capital	 	Conversion
	Subsidiary
	 	Interest
	 	Registered Owner
	 	Incorporation
	 	Stock
	 	Rights

	Truck Components, Inc.

	 	 	100	%	 	Transportation Technologies
Industries, Inc.
	 	Delaware
	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gunite Corporation

	 	 	100	%	 	Truck Components Inc.
	 	Delaware
	 	 	10,000	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gunite EMI Corporation

	 	 	100	%	 	Gunite Corporation
	 	Delaware
	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Brillion Iron Works, Inc.

	 	 	100	%	 	Truck Components Inc.
	 	Delaware
	 	 	10,000	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fabco Automotive Corporation

	 	 	100	%	 	Truck Components Inc.

	 	Delaware
	 	 	10,000	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bostrom Holdings, Inc.

	 	 	100	%	 	Transportation Technologies Industries, Inc.
	 	Delaware
	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bostrom Seating, Inc.

	 	 	100	%	 	Bostrom Holdings, Inc.
	 	Delaware
	 	 	1,111.78	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bostrom Specialty Seating, Inc.

	 	 	100	%	 	Bostrom Holdings, Inc.
	 	Delaware
	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bostrom
Mexico S.A. de C.V.1

	 	 	99.99	%	 	Bostrom Seating, Inc.

	 	Mexico
	 	 	32,499	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JAII Management Company

	 	 	100	%	 	Transportation Technologies Industries, Inc.

	 	Delaware
	 	 	1,000	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Imperial Group Holding Corp.-1

	 	 	100	%	 	Transportation Technologies Industries, Inc.
	 	Delaware
	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Imperial Group Holding Corp.-2

	 	 	100	%	 	Transportation Technologies
Industries, Inc.
	 	Delaware
	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	1	%	 	Imperial Group Holding
Corp.-1 (General Partner)

Imperial Group Holding	 	 	 	 	 	 	 	 
	Imperial Group, L.P.

	 	 	99	%	 	Corp.-2
 (Limited Partner)
	 	Delaware
	 	 	N/A	 	 	N/A













	1	 	share of 50,000 total issued to Mexican director pursuant to statutory
requirement.




 









 










Schedule 4.1G




CLOSING DATE MORTGAGED PROPERTY




Transportation Technologies Industries, Inc.




None



Truck Components Inc.





None



Gunite Corporation





302 Peoples Avenue

Rockford, Winnebago County, Illinois 61104

Allocated Value: $1,790,428




Elkhart Plant No. 1

801 County Road 15

Elkhart, Elkhart County, Indiana 46516

Allocated Value: $5,095,200



Gunite EMI Corporation





None



Fabco Automotive Corporation





None



Brillion Iron Works, Inc.





200 Park Avenue

Brillion, Calumet County, Wisconsin 54110

Allocated Value: $4,420,575



Bostrom Seating, Inc.





None



Bostrom Holdings, Inc.





None



Bostrom Specialty Seating, Inc.





None



Bostrom Mexico S.A. de C.V.





None



 









 





JAIL Management Company





None



Imperial Group Holding Corp. -1




None



Imperial Group Holding Corp. -2




None



Imperial Group, L.P.




Highway 380

East Decatur, Wise County, Texas




and




4000 Highway 380

East Decatur, Wise County, Texas

Total Allocated Value for Highway 380 and 4000 Highway 380: $2,102,544




206 Maurin Road

Chehalis, Lewis County, Washington

Allocated Value: $3,500,000




111 Industrial Drive

Portland, Sumner County, Tennessee

Allocated Value: $1,150,000




5155 Cougar Center Drive

Pulaski County, Virginia

Allocated Value: $4,400,000



-2-









 





Schedule 4.1Q




CORPORATE, CAPITAL AND MANAGEMENT STRUCTURE





	(i)	 	Corporate Structure






	 	 	— Each is a Delaware corporation or limited partnership, except as noted
	 
	 	 	— Indentation indicates subsidiary status






	 	 	Transportation Technologies Industries, Inc.






	 	 	Truck Components, Inc.






	 	 	Gunite Corporation






	 	 	Gunite EMI Corporation






	 	 	Brillion Iron Works, Inc.






	 	 	Fabco Automotive Corporation






	 	 	Bostrom Holdings, Inc.






	 	 	Bostrom Seating, Inc.
	 
	 	 	Bostrom Mexico S.A. de C.V. (Mexican corporation)
	 
	 	 	Bostrom Specialty Seating, Inc.






	 	 	Imperial Group Holding Corp.-l (General Partner of Imperial Group, L.P.)
	 
	 	 	Imperial Group Holding Corp.-2 (Limited Partner of Imperial Group, L.P.)






	 	 	Imperial Group, L.P.






	 	 	JAII Management Company




-1-









 











	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Options,
	 	 	Percentage	 	 	 	 	 	No. Shares	 	Warrants,
	 	 	Ownership	 	 	 	Jurisdiction of	 	of Capital	 	Conversion
	Subsidiary
	 	Interest
	 	Registered Owner
	 	Incorporation
	 	Stock
	 	Rights

	Truck Components, Inc.

	 	 	100	%	 	Transportation Technologies
Industries, Inc.
	 	Delaware
	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gunite Corporation

	 	 	100	%	 	Truck Components Inc.
	 	Delaware
	 	 	10,000	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gunite EMI Corporation

	 	 	100	%	 	Gunite Corporation
	 	Delaware
	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Brillion Iron Works, Inc.

	 	 	100	%	 	Truck Components Inc.
	 	Delaware
	 	 	10,000	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fabco Automotive Corporation

	 	 	100	%	 	Truck Components Inc.
	 	Delaware
	 	 	10,000	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bostrom Holdings, Inc.

	 	 	100	%	 	Transportation Technologies
Industries, Inc.
	 	Delaware
	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bostrom Seating, Inc.

	 	 	100	%	 	Bostrom Holdings, Inc.
	 	Delaware
	 	 	1,111.78	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bostrom Specialty Seating, Inc.

	 	 	100	%	 	Bostrom Holdings, Inc.
	 	Delaware
	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bostrom
Mexico S.A. de C.V.1

	 	 	99.99	%	 	Bostrom Seating, Inc.
	 	Mexico
	 	 	32,499	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JAII Management Company

	 	 	100	%	 	Transportation Technologies
Industries, Inc.
	 	Delaware
	 	 	1,000	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Imperial Group Holding Corp.-1

	 	 	100	%	 	Transportation Technologies
Industries, Inc.
	 	Delaware
	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Imperial Group Holding Corp.-2

	 	 	100	%	 	Transportation Technologies
Industries, Inc.
	 	Delaware
	 	 	100	 	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Imperial Group, L.P.

	 	 	1	%	 	Imperial Group Holding
	 	Delaware
	 	 	N/A	 	 	N/A
	

	 	 	99	%	 	Corp.-1
 (General Partner)

Imperial Group Holding
Corp.-2 (Limited Partner)	 	 	 	 	 	 	 	 













	1 1 share of 50,000 total issued to Mexican director pursuant to statutory
requirement.




-2-









 









	(ii)	 	Capital Structure (TTI Capital Structure as of 12/31/03 on a Pro Forma
Basis, Giving Effect to Transactions)





Senior Debt




	 	 	 	 	 	 	 	 	 
	Revolver
	 	$0 drawn	 	$50 MM commitment
	Other Senior Debt
	 	$3.1 MM	 	Bostrom IRB
	First Lien Term Loan
	 	$115 MM	 	 	 	 
	Second Lien Term Loan
	 	$100 MM	 	 	 	 







Subordinated Debt




	 	 	 	 	 	 	 	 	 
	Subordinated Debt
	 	$100.5 MM	 	Assumes $20.4 MM paydown







Series E Senior Preferred Stock




     41,475 shares outstanding ($41.5 MM liquidation preference), owned as
follows:




78.6% by Transportation Investment Partners and affiliates

15.2% by Albion Alliance

6.1 % by management collectively



Series A 14.5% Preferred Stock (junior to Series E, senior to Series D and pari
passu with Series C)



     119,696 shares outstanding ($119.7 MM liquidation preference), owned as
follows:




71.4% by Transportation Investment Partners

14.3% by Caravelle

14.3% by Albion Alliance



Series C Preferred Stock (pari passu with Series A)




     14,000 shares outstanding (generally $16.5 MM liquidation preference),
owned by management collectively



Series D Preferred Stock (junior to Series A and C)




     42,000 shares outstanding (generally $49.5 MM liquidation preference),
owned as follows:




74.0% by Transportation Investment Partners

12.1 % by Caravelle

7.9% by Albion Alliance

6.0% by CIBC



Common Stock (fully diluted, including numerous warrants and 10,000 options
granted to Jim Cirar)



2,784,415 shares outstanding, owned as follows:





51.1 % by Transportation Investment Partners

8.5% by Caravelle

5.4% by Albion Alliance

4.1% by CIBC (warrants)

30.9% by management collectively



-3-









 





Additionally, the following warrants are outstanding:





100,000 warrants at $21.50/share held by Transportation Investment
Partners, Caravelle and management




465,116 warrants at $0.01/share held by Transportation Investment
Partners, Caravelle and management




200,656 warrants at $0.01/share held by CIBC and Wachovia (warrants
outstanding but cannot become exercisable by their terms)



-4-









 





Schedule 5.1D




REGISTRATION RIGHTS AND SHAREHOLDER AGREEMENTS




Stockholder Agreement, dated March 9, 2000, as amended by Amendments No. 1
dated February 28, 2001 and No. 2 dated December 19, 2003.



Amended and Restated Common Stock Registration Rights and Stockholders
Agreement, dated February 28, 2001.



 









 








Schedule 5.4




CERTAIN PRE-CLOSING RESTRICTED PAYMENTS




Transactions consummated on December 19, 2003, including:




	1.	 	Issuance of $41.5 million of Series E Preferred stock
	 
	2.	 	Retirement of $40.0 million of Subordinated Notes (plus
deferred interest thereon)
	 
	3.	 	Issuance of 14,000 shares of Series C Preferred stock
	 
	4.	 	Issuance of 42,000 shares of Series D Preferred stock
	 
	5.	 	Payment of transaction fees, expenses and bonus related to the
foregoing




 









 











Schedule 5.5B




LOCATION OF REAL PROPERTY





	(i)	 	OWNED REAL PROPERTY





Transportation Technologies Industries, Inc.





None



Truck Components Inc.





None



Gunite Corporation





302 Peoples Avenue

Rockford, Winnebago County, Illinois 61104




Elkhart Plant No. 1

801 County Road 15

Elkhart, Elkhart County, Indiana 46516



Gunite EMI Corporation





603 W. 12th Street1

Erie, Erie County, Pennsylvania 16501




640 West 15th Street2

Erie, Erie County, Pennsylvania 16501



Fabco Automotive Corporation





None



Brillion Iron Works, Inc.




200 Park Avenue

Brillion, Calumet County, Wisconsin 54110



Bostrom Seating, Inc.





None









	1	 	Not subject to Closing Date Mortgage
	 
	2	 	Not subject to Closing Date Mortgage




 









 










Bostrom Holdings, Inc.





None



Bostrom Specialty Seating, Inc.





None



Bostrom Mexico S.A. de C.V.





None



JAIL Management Company





None



Imperial Group Holding Corp. -1





None



Imperial Group Holding Corp. -2





None



Imperial Group, L.P.




Highway 380

East Decatur, Wise County, Texas




4000 Highway 380

East Decatur, Wise County, Texas




206 Maurin Road

Chehalis, Lewis County, Washington




111 Industrial Drive

Portland, Sumner County, Tennessee




5155 Cougar Center Drive

Pulaski County, Virginia



-2-









 





(ii) LEASED REAL PROPERTY




Transportation Technologies Industries, Inc.




980 North Michigan Avenue

Suite 1000

Chicago, Cook County, Illinois 60611



Gunite Corporation





Elkhart Plant No. 2

2601 Northland Drive

Elkhart, Elkhart County, Indiana 46514




Elkhart Warehouse

Washington Township

Elkhart, Elkhart County, Indiana



Brillion Iron Works, Inc.





None



Bostrom Seating, Inc.





2020 DownyFlake Lane

Allentown, Lehigh County, Pennsylvania 18103




Hwy 278 West

Piedmont, Calhoun County, Alabama 36272




401 East Ladiga Street

Piedmont, Calhoun County, Alabama




1303 Deerfield Land

Jacksonville, Calhoun County, Alabama 36265



Truck Components Inc.





None



Fabco Automotive Corporation





151 Lawrence Drive

Livermore, California 94551



Bostrom Holdings, Inc.





None



Bostrom Specialty Seating, Inc.





None



-3-









 





Bostrom Mexico S.A. de C.V.





None



JAIL Management Company





None



Imperial Group Holding Corp. -1





None



Imperial Group Holding Corp. -2




None



Imperial Group, L.P.





160 Kirby Road

Portland, Sunnier County, Tennessee




1303 North Interstate 35

Gainesville, Cooke County, Texas




1501 West End Drive

Gainesville, Cooke County, Texas




4034 Pepperell Way

Dublin, Pulaski County, Virginia



-4-









 





Schedule 5.13




ENVIRONMENTAL MATTERS




     As of December 31, 2003, the Company has a $3.0 million environmental
reserve. This reserve is based on current costs estimates and does not reduce
estimated expenditures to net present value. As a result of a private party
settlement of certain pending litigation with a prior owner of the Company’s
wheel end subsidiary, the Company will not be responsible (through a
contractual undertaking by the former owner) for certain liabilities and costs
resulting from the wheel end subsidiary’s waste disposal prior to September
1987 at certain sites. The Company currently anticipates spending
approximately $0.2 million per year in 2004 through 2008 for monitoring the
various environmental sites associated with the environmental reserve,
including attorney and consultant costs for strategic planning and negotiations
with regulators and other PRPs, and payment of remedial investigation costs.
Any cash expenditures required by the Company or its subsidiaries to comply
with applicable environmental laws and/or to pay for any remediation efforts
will not be reduced or otherwise affected by the existence of the environmental
reserve. There are significant uncertainties as to waste quantities involved,
the extent and timing of the remediation which will be required, the range of
acceptable solutions, costs of remediation and the number of PRPs contributing
to such costs. Based on all of the information presently available to it, the
Company believes that the environmental reserve will be adequate to cover its
future costs related to the sites associated with the environmental reserve,
and that any additional costs will not have a material adverse effect on the
financial condition or results of operations of the Company. However, the
discovery of additional sites, the modification of existing laws or
regulations, the imposition of joint and several liability under CERCLA or the
uncertainties referred to above could result in such a material adverse effect.



     USEPA conducted an environmental multimedia inspection at the Gunite
Rockford, Illinois plant during the period September 9 through 11 and 16, 2003
and October 16, 2003. To date, Gunite has not received any written report or
notice from USEPA regarding the multimedia inspection.



     The Iron and Steel Foundry National Emission Standard for Hazardous Air
Pollutants (NESHAP) was signed by USEPA on August 29, 2003 and is awaiting
publication in the Federal Register. The Iron and Steel Foundry NESHAP was
developed pursuant to Section 112(d) of the Clear Air Act and requires all
major sources of hazardous air pollutants to install controls representative of
maximum achievable control technology. Presently there is uncertainty as to
whether determination of NESHAP applicability is to be made one year or three
years after publication of the NESHAP in the Federal Register. The Company is
evaluating the applicability of the Iron and Steel Foundry NESHAP to its Gunite
and Brillion operations. If determined to be applicable, compliance with the
Iron and Steel Foundry NESHAP may result in future significant capital costs.



Gunite On-site and Off-site Issues





	1.	 	Southeast Rockford Groundwater Superfund Site including
Eckberg Park: Costs expected to be associated with ongoing air and
groundwater sampling and monitoring, and administrative oversight of
remedial activities.
	 
	2.	 	MIG/Dewane Landfill Superfund Site: Costs expected to be
associated with administrative oversight of remedial and monitoring
activities.
	 
	3.	 	Interstate Pollution Control Superfund Site: Costs expected
to be associated with administrative oversight of remedial and
monitoring activities.
	 
	4.	 	K-H Pond: Costs expected to be associated with
administrative oversight.
	 
	5.	 	K-H Landfill: Costs expected to be associated with
administrative oversight.
	 
	6.	 	Sludge Pit: Costs expected to be associated with oversight
and remediation.




 









 












	7.	 	Chip Dock: Costs expected to be associated with oversight
and remediation.
	 
	8.	 	Access Area: Costs expected to be associated with
administrative oversight of remedial and monitoring activities.
	 
	9.	 	EPA Lawsuit Against Gunite with Complaint dated 5/23/03:
Potential costs expected to be associated with compliance and
penalties for alleged emissions violations.





Brillion On-site and Off-site Issues





	1.	 	Lemberger Landfill Superfund Site: Costs expected to be
associated with administrative oversight and potential remedial and
monitoring activities.
	 
	2.	 	Robert Diny Landfill: Costs expected to be associated with
remedial and monitoring activities.
	 
	3.	 	Raphael Geiger Landfill: Costs expected to be associated
with remedial and monitoring activities.
	 
	4.	 	City of Brillion Landfill: Costs expected to be associated
with remedial and monitoring activities.
	 
	5.	 	BIW Landfill: Costs expected to be associated with remedial
and monitoring activities.
	 
	6.	 	Underground Storage Tanks: Costs expected to be associated
with administrative oversight and potential costs of remedial and
monitoring activities.





Other Sites





	1.	 	Erie, PA Facility: Costs for investigating site
contamination and potential costs for remedial and monitoring
activities.
	 
	2.	 	Imperial New Deal, Tennessee Facility: Potential costs
expected for investigating site contamination, remedial and
monitoring activities.




-2-









 











Schedule 6.13




CASH CONCENTRATION AND LOCKBOX SYSTEM




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unit	 	 	 	 	 	Bank Name & Address	 	Account Number	 	Account Type	 	Balance & Funding Description
	Bostrom

	 	 	1	 	 	LaSalle Bank (LNB), Chicago, IL
	 	 	5590047972	 	 	Checking
	 	ZBA’s/Funded by TTI Main 5800260472
	

	 	 	2	 	 	LaSalle Bank (LNB), Chicago, IL
	 	 	5800155979	 	 	Lockbox
	 	ZBA’s into TTI Main 5800260472
	

	 	 	3	 	 	Southtrust Bank, Anniston, AL
	 	 	64-849-427	 	 	Checking-Petty Cash
	 	Petty Cash - $ 3,000 avg bal
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Brillion

	 	 	1	 	 	Bank One, NA, Chicago, IL
	 	 	4308573	 	 	Lockbox
	 	ZBA’s into TCI Funding 5330036968
	

	 	 	2	 	 	LaSalle Bank (LNB), Chicago, IL
	 	 	5590048004	 	 	Checking
	 	ZBA’s/Funded by TTI Main 5800260472
	

	 	 	3	 	 	Calumet County Bank, Brillion, WI
	 	 	100315	 	 	Checking-Payroll
	 	Funded from Disb 5590048004 - Avg.
$350k/wk
	

	 	 	4	 	 	Calumet County Bank, Brillion, WI
	 	 	100307	 	 	Checking-Petty Cash
	 	Funded from Disb 5590048004 - $ 2,000 bal
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fabco

	 	 	1	 	 	Bank One, NA, Chicago, IL
	 	 	4308638	 	 	Lockbox
	 	ZBA’s into TCI Funding 5330036968
	

	 	 	2	 	 	LaSalle Bank (LNB), Chicago, IL
	 	 	5590047949	 	 	Checking
	 	ZBA’s/Funded by TTI Main 5800260472
	

	 	 	3	 	 	Wells Fargo, San Francisco, CA
	 	 	415-9298934	 	 	Checking-Payroll
	 	Funded by Disb 5590047949 - Avg. $25k/wk
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gunite

	 	 	1	 	 	Bank One, NA, Chicago, IL
	 	 	4308530	 	 	Lockbox
	 	ZBA’s into TCI Funding 5330036968
	

	 	 	2	 	 	Bank One, NA Canada, Toronto, CN
	 	 	1559612-1-01	 	 	Checking-Payroll
	 	Funded by Disb 5590047998 - Avg. $2k/mo
	

	 	 	3	 	 	LaSalle Bank (LNB), Chicago, IL
	 	 	5590047931	 	 	Checking
	 	ZBA’s/Funded by TTI Main 5800260472
	

	 	 	4	 	 	LaSalle Bank (LNB), Chicago, IL
	 	 	5590047998	 	 	Checking
	 	ZBA’s/Funded by TTI Main 5800260472
	

	 	 	5	 	 	Amcore Bank, NA, Rockford, IL
	 	 	0000099499	 	 	Petty Cash/Manual Deposits
	 	Sweep into LBX 4308530 - Avg. $25,000 bal
	

	 	 	6	 	 	Amcore Bank, NA, Rockford, IL
	 	 	0000099587	 	 	Checking-Payroll
	 	Funded by Disb 5590047998 - Avg. $125k/wk
	

	 	 	7	 	 	Amcore Bank, NA, Rockford, IL
	 	 	0000099532	 	 	Checking-Payroll
	 	Funded by Disb 5590047998 - Avg.
	

	 	 	 	 	 	 	 	 	 	 	 	 	 	$300k/semi
	

	 	 	8	 	 	Key Bank, Elkhart, IN
	 	 	1206500893	 	 	Checking-Payroll
	 	Funded by Disb 5590047998 - Avg. $125k/wk
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Imperial

	 	 	1	 	 	LaSalle Bank (LNB), Chicago, IL
	 	 	4490047923	 	 	Checking-Payroll
	 	ZBA’s/Funded by TTI Main 5800260472
	

	 	 	2	 	 	LaSalle Bank (LNB), Chicago, IL
	 	 	5590047980	 	 	Checking
	 	ZBA’s/Funded by TTI Main 5800260472
	

	 	 	3	 	 	AmSouth
	 	 	1002635524	 	 	Lockbox
	 	Transfer daily available to Disb 559004798
	

	 	 	4	 	 	Wells Fargo Bank, N.A., Decatur, TX
	 	 	925-0132761	 	 	TX Petty Cash-Decatur
	 	Funded by Disb 5590047980 - $ 1,500 bal
	

	 	 	5	 	 	First State Bank, Gainesville, TX
	 	 	1008617	 	 	TX Petty Cash-Gainesville
	 	Funded by Disb 5590047980 - $ 1,500 bal
	

	 	 	6	 	 	Security State Bank, Chehalis, WA
	 	 	4000823371	 	 	WA Petty Cash-Chehalis
	 	Funded by Disb 5590047980 - $ 2,500 bal
	

	 	 	7	 	 	Volunteer State Bank, Portland, TN
	 	 	131-180-8	 	 	TN Checking Petty Cash
	 	Petty Cash - $ 3,000 avg bal
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TTI

	 	 	1	 	 	LaSalle Bank (LNB), Chicago, IL
	 	 	5590047964	 	 	Checking
	 	ZBA’s/Funded by TTI Main 5800260472
	

	 	 	2	 	 	LaSalle Bank (LNB), Chicago, IL
	 	 	5800260472	 	 	Corp DDA (ZBA)
	 	Corporate Main Concentration Acct — For
	

	 	 	 	 	 	 	 	 	 	 	 	 	 	overnight investment or debt paydown
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TCI

	 	 	1	 	 	Bank One, NA, Chicago, IL
	 	 	4072405	 	 	Checking
	 	Funded by TTI Disb 5590047964 - $ 15,000 bal
	

	 	 	2	 	 	Bank One, NA, Chicago, IL
	 	 	5330036968	 	 	ZBA Transfer
	 	ZBA’s into TTI Main 5800260472







 









 






TRANSPORTATION TECHNOLOGIES AND SUBSIDIARIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unit	 	 	 	 	 	Bank Name & Address	 	Account Name	 	Account Number	 	Account Type
	Bostrom

	 	 	1	 	 	LaSalle Bank (LNB), Chicago, IL
	 	Bostrom Disbursements
	 	 	5590047972	 	 	Checking
	

	 	 	2	 	 	LaSalle Bank (LNB), Chicago, IL
	 	Bostrom Seating Lockbox Acct
	 	 	5800155979	 	 	Lockbox
	

	 	 	3	 	 	Southtrust Bank, P.O. Box 1000, Anniston, AL 36202
	 	Bostrom Corp Emp Fd
	 	 	64-849-427	 	 	Checking







-2-









 






TRANSPORTATION TECHNOLOGIES AND SUBSIDIARIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unit	 	 	 	 	 	Bank Name & Address	 	Account Name	 	Account Number	 	Account Type
	Brillion

	 	 	1	 	 	Bank One, NA, Chicago, IL
	 	Brillion Cash Collateral
	 	 	4308573	 	 	Lockbox
	

	 	 	2	 	 	LaSalle Bank (LNB), Chicago, IL
	 	Brillion Disbursements
	 	 	5590048004	 	 	Checking
	

	 	 	3	 	 	Calumet County Bank, Brillion, WI
	 	Brillion Payoff
	 	 	100315	 	 	Checking-Payroll
	

	 	 	4	 	 	Calumet County Bank, Brillion, WI
	 	Brillion Petty Cash
	 	 	100307	 	 	Checking







-3-









 






TRANSPORTATION TECHNOLOGIES AND SUBSIDIARIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unit	 	 	 	 	 	Bank Name & Address	 	Account Name	 	Account Number	 	Account Type
	Fabco

	 	 	1	 	 	Bank One, NA, Chicago, IL
	 	Fabco Cash Collateral
	 	 	4308638	 	 	Lockbox
	

	 	 	2	 	 	LaSalle Bank (LNB), Chicago, IL
	 	Fabco Disbursements
	 	 	5590047949	 	 	Checking
	

	 	 	3	 	 	Wells Fargo, San Francisco, CA
	 	Fabco Payroll
	 	 	415-9298934	 	 	Checking







-4-









 






TRANSPORTATION TECHNOLOGIES AND SUBSIDIARIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unit	 	 	 	 	 	Bank Name & Address	 	Account Name	 	Account Number	 	Account Type
	Gunite

	 	 	1	 	 	Bank One, NA, Chicago, IL
	 	Cash Collateral Account
	 	 	4308530	 	 	Lockbox
	

	 	 	2	 	 	Bank One, NA Canada, Toronto, CN
	 	Gunite Corporation Canadian

Payroll
	 	 	1559612-1-01	 	 	Checking
	

	 	 	3	 	 	LaSalle Bank (LNB), Chicago, IL
	 	Elkhart Disbursement
	 	 	5590047931	 	 	Checking
	

	 	 	4	 	 	LaSalle Bank (LNB), Chicago, IL
	 	Main Ctrl Disbursement
	 	 	5590047998	 	 	Checking
	

	 	 	5	 	 	Amcore Bank, NA, Rockford, IL
	 	Commercial Account
	 	 	0000099499	 	 	Depository
	

	 	 	6	 	 	Amcore Bank, NA, Rockford, IL
	 	Plant Payroll
	 	 	0000099587	 	 	Checking
	

	 	 	7	 	 	Amcore Bank, NA, Rockford, IL
	 	Confidential Payroll
	 	 	0000099532	 	 	Checking
	

	 	 	8	 	 	Key Bank, Elkhart, IN
	 	Gunite Corporation — Payroll
	 	 	1206500893	 	 	Checking







-5-









 






TRANSPORTATION TECHNOLOGIES AND SUBSIDIARIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unit	 	 	 	 	 	Bank Name & Address	 	Account Name	 	Account Number	 	Account Type
	Imperial

	 	 	1	 	 	LaSalle Bank (LNB), Chicago, IL
	 	Imperial Group Payroll
	 	 	5590047923	 	 	Checking
	

	 	 	2	 	 	LaSalle Bank (LNB), Chicago, IL
	 	Imperial Group Disbursements
	 	 	5590047980	 	 	Checking
	

	 	 	3	 	 	AmSouth
	 	Imperial Fabricating Co. Inc.
	 	 	1002635524	 	 	Lockbox
	

	 	 	 	 	 	 	 	Group Concentration Acct	 	 	 	 	 	 
	

	 	 	4	 	 	Wells Fargo Bank, N.A.
	 	Imperial Fabricating Co. of TN
	 	 	925-0132761	 	 	TX Local Checking in Decatur
	

	 	 	5	 	 	First State Bank
	 	Fleet Design Inc.
	 	 	1008617	 	 	TX Local Checking in
	

	 	 	 	 	 	 	 	Tennessee Corporation
	 	 	 	 	 	Gainesville
	

	 	 	6	 	 	Security State Bank
	 	Imperial Group LP
	 	 	4000823371	 	 	WA Local Checking in Chehalis
	

	 	 	 	 	 	 	 	DBA Imperial Fabricating Co. Inc.	 	 	 	 	 	 
	

	 	 	7	 	 	Volunteer State Bank
	 	Imperial Fabricating
	 	 	131-180-8	 	 	TN Checking Emp Fund
	

	 	 	 	 	 	 	 	Employees Entertainment Acct	 	 	 	 	 	 







-6-









 






TRANSPORTATION TECHNOLOGIES AND SUBSIDIARIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unit	 	 	 	 	 	Bank Name & Address	 	Account Name	 	Account Number	 	Account Type
	TTI

	 	 	1	 	 	LaSalle Bank (LNB), Chicago, IL
	 	TTI Disbursements
	 	 	5590047964	 	 	Checking
	

	 	 	2	 	 	LaSalle Bank (LNB), Chicago, IL
	 	Transportation

Technologies Main Acct
	 	 	5800260472	 	 	Corp DDA (ZBA)
	

	 	 	 	 	 	LaSalle Bank (LNB), Chicago, IL
	 	Transportation
	 	 	6000260472	 	 	Overnight Sweep Acct
	TCI

	 	 	1	 	 	Bank One, NA, Chicago, IL
	 	Technologies Main Acct

Truck Components Pooled
	 	 	4072405	 	 	Checking
	

	 	 	2	 	 	Bank One, NA, Chicago, IL
	 	Truck Comp Funding
	 	 	5330036968	 	 	ZBA Transfer







-7-









 






Schedule 6.15




CERTAIN POST-CLOSING ITEMS





	1.	 	The Company shall use commercially reasonable efforts to provide all
necessary information to enable the title company to issue, and the
Company shall use commercially reasonable efforts to cause the title
company to issue, a zoning endorsement to each respective title policy
within (90) days after the Closing Date; provided, however, if such zoning
endorsement is not available in the applicable jurisdiction or would
require a legal opinion (regarding such zoning) to be issued in connection
with such endorsement or is otherwise prohibitively expensive, in the
reasonable judgment of the Company, the Company may substitute for such
endorsement a zoning report from PZR (or other reputable zoning service)
or a letter from the municipality in which the Mortgaged Property is
located providing for the relevant zoning information.
	 
	2.	 	The Company shall enter into one or more Interest Rate Agreements in form
and substance reasonably satisfactory to the Administrative Agent in order
to satisfy the requirements set forth in subsection 6.10 of the Credit
Agreement within ninety (90) days after the Closing Date.
	 
	3.	 	The Company shall cause Wachovia Bank, National Association, to deliver
to the Administrative Agent a release of security interest with respect to
the following US Trademarks which are owned by Brillion Iron Works, Inc.:
(i) LANDCOMMANDER, registration no. 1,824,090 and (ii) OPTIMIZER,
registration no. 2,413,168, within ten (10) days after the Closing Date.
	 
	4.	 	The Company shall cause to be delivered to the Administrative Agent a
UCC-3 termination statement with respect to Gunite EMI Corporation for
filing with the Erie County, Pennsylvania recorder, within thirty (30)
days after the Closing Date.
	 
	5.	 	The Company shall cause to be delivered to the Administrative Agent
certificates of limited partnership with respect to the interests of
Imperial Group Holding Corp.-1 and Imperial Group Holding Corp.-2 in
Imperial Group, L.P., within ten (10) days after the Closing Date.




 









 











Schedule 7.1




INDEBTEDNESS




$3.1 million Bostrom Industrial Revenue Bonds




 









 








Schedule 7.2




PERMITTED LIENS




Transportation Technologies Industries, Inc.1




Delaware — Secretary of State:




	 	 	 	 	 	 	 	 	 
	Date Filed
	 	File No.
	 	Secured Party
	 	Collateral

	12/13/01

	 	 	20137624	 	 	Fleet Business Credit Corporation
	 	Equipment
	 
	 	 	 	 	 	 	 	 
	3/28/03

	 	 	30809700	 	 	Phoenixcor, Inc.
	 	Equipment Leases
	 
	 	 	 	 	 	 	 	 
	4/21/03

	 	 	31020661	 	 	General Electric Capital Corp.
	 	Equipment lease — sale

leaseback transaction
	 
	 	 	 	 	 	 	 	 
	6/23/03

	 	 	31583189	 	 	Phoenixcor, Inc.
	 	To continue the
effectiveness of filling
#3915815 filed on 9/28/98
with IL SOS;


Equipment lease
	 	 	 	 	 	 	 	 	 
	6/27/03

	 	 	31640948	 	 	General Electric Capital Corp.
	 	To continue the
effectiveness of filling
#3966768 filed on 1/4/99
with IL SOS; this
financing statement is
being filed solely as a
precaution, if contrary to
the intention to the
parties derived in above
as Debtor/Lessee and
Secured Party/ Lessor;
equipment collateral
	 	 	 	 	 	 	 	 	 
	8/21/03

	 	 	32181207	 	 	CIT Communications Finance
	 	Equipment lease Corporation
	 
	 	 	 	 	 	 	 	 
	9/16/03

	 	 	32396367	 	 	Phoenixcor, Inc.
	 	To continue the
effectiveness of filling
#3995979 filed on 2/26/99
with IL SOS;


Equipment lease













	1	 	Transportation Technologies Industries, Inc. changed its name from Johnstown
American Industries, Inc. Thus, some of the following liens are filed against
Johnstown.
	 
	 	 	



 









 











	 	 	 	 	 	 	 	 	 
	Date Filed
	 	File No.
	 	Secured Party
	 	Collateral

	11/14/03

	 	 	33003707	 	 	General Electric Capital Corp.
	 	To continue the
effectiveness of filling
#9832360934 filed on
11/18/98 with CA SOS; this
financing statement is
being filed solely as a
precaution, if contrary to
the intention to the
parties derived in above
as Debtor/Lessee and
Secured Party/ Lessor;
Equipment collateral
	 
	 	 	 	 	 	 	 	 
	1/2/04

	 	 	40006249	 	 	General Electric Capital Corp.
	 	To continue the
effectiveness of filling
#3966768 filed on 1/4/99
with IL SOS; this
financing statement is
being filed solely as a
precaution, if contrary to
the intention to the
parties derived in above
as Debtor/Lessee and
Secured Party/ Lesser;
equipment collateral







Illinois — Secretary of State:




	 	 	 	 	 	 	 	 	 
	Date Filed
	 	File No.
	 	Secured Party
	 	Collateral

	9/3/96

	 	 	3583564	 	 	General Electric Capital Corporation
	 	Equipment — (1) BCP16 Wheel
Mesh Belt Shot Blast Cleaning
Machine
	 
	 	 	 	 	 	 	 	 
	9/4/96

	 	 	3584208	 	 	General Electric Capital Corporation
	 	Equipment — (1) Overhead Crane
with Power Lift and (1)
Conveyer
	 
	 	 	 	 	 	 	 	 
	9/4/96

	 	 	3584209	 	 	General Electric Capital Corporation
	 	Equipment — (1) 2 stage parts
washer with attachments
	 
	 	 	 	 	 	 	 	 
	2/3/97

	 	 	3647111	 	 	General Electric Capital Corporation
	 	Equipment — (1) stack adjuster
machine
	 
	 	 	 	 	 	 	 	 
	3/5/97

	 	 	3658333	 	 	General Electric Capital Corporation
	 	Equipment — Tomco 14 Ton
CO2

Tank
	 
	 	 	 	 	 	 	 	 
	3/5/97

	 	 	3658334	 	 	General Electric Capital Corporation
	 	Equipment — (4) Baker Sit Down
Rider Diesel Fork Lift Trucks
	 
	 	 	 	 	 	 	 	 
	3/5/97

	 	 	3668474	 	 	General Electric Capital Corporation
	 	Fork Lift Truck; Drilling Units
	 
	 	 	 	 	 	 	 	 
	3/25/97

	 	 	3668473	 	 	General Electric Capital Corporation
	 	Equipment — (1) Grove
Articulating Aerial Work
Platform Manlift







-2-









 






	 	 	 	 	 	 	 	 	 
	Date Filed
	 	File No.
	 	Secured Party
	 	Collateral

	5/22/97

	 	 	3693013	 	 	Bankers Leasing Association, Inc.
	 	Equipment — pursuant to Master
Lease Agreement dated April
17, 1997
	 
	 	 	 	 	 	 	 	 
	8/11/97

	 	 	3726521	 	 	Phoenixcor, Inc.
	 	Equipment — Master Lease
Agreement dated June 18, 1997;
(6) Banker Model Fork Lift
Trucks
	 
	 	 	 	 	 	 	 	 
	2/17/98

	 	 	3802464	 	 	Bankers Leasing Association, Inc.
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 	 	 
	3/11/98

	 	 	3815075	 	 	Phoenixcor, Inc.
	 	Amendment: to file number
3726521 amending equipment
location to 801 County Rd.
15, Elkhart, IN
	 
	 	 	 	 	 	 	 	 
	8/20/97

	 	 	3730188	 	 	Panasonic Communications
	 	(1) Panasonic copier; Assigned
to: Sanwa Leasing Corporation
	 
	 	 	 	 	 	 	 	 
	9/15/97

	 	 	3739392	 	 	Phoenixcor, Inc.
	 	(1) Sand Cooler Dust Collector
	 
	 	 	 	 	 	 	 	 
	10/1/97

	 	 	3745993	 	 	Panasonic Communications
	 	(1) Panasonic Fax; (4)
Panasonic Faxes; Assigned to: Sanwa Leasing Corporation
	 
	 	 	 	 	 	 	 	 
	2/3/98

	 	 	3796934	 	 	Bankers Leasing Association, Inc.
	 	Equipment
	 
	 	 	 	 	 	 	 	 
	2/17/98

	 	 	3802436	 	 	Bankers Leasing Association, Inc.
	 	Phone System and Network
Management Equipment
	 
	 	 	 	 	 	 	 	 
	2/17/98

	 	 	3802472	 	 	Bankers Leasing Association, Inc.
	 	Cad System and Personal
Computers
	 
	 	 	 	 	 	 	 	 
	6/25/98

	 	 	3871209	 	 	Bankers Leasing Association, Inc.
	 	Computer Equipment
	 
	 	 	 	 	 	 	 	 
	8/5/98

	 	 	3889404	 	 	Bankers Leasing Association, Inc.
	 	Computer Equipment
	 
	 	 	 	 	 	 	 	 
	9/28/98

	 	 	3915815	 	 	Phoenixcor, Inc.
	 	(2) Hyster Forklifts
	 
	 	 	 	 	 	 	 	 
	9/28/98

	 	 	3915816	 	 	Phoenixcor, Inc.
	 	Equipment
	 
	 	 	 	 	 	 	 	 
	11/9/98

	 	 	3938260	 	 	General Electric Capital Corp.
	 	(1) Hitachi Seiki Horizontal

Machining Center
	 
	 	 	 	 	 	 	 	 
	1/25/99

	 	 	3977751	 	 	Pitney Bowes Credit
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 	 	 
	5/14/99

	 	 	4036102	 	 	Bankers/Softech a Division of EAB
Leasing Corp.
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 	 	 
	7/7/99

	 	Amendment

4061784
	 	 	 	Change Debtor name to
Transportation Technologies
Industries, Inc.







-3-









 






	 	 	 	 	 	 	 	 	 
	Date Filed
	 	File No.
	 	Secured Party
	 	Collateral

	9/29/99

	 	 	4101216	 	 	Panasonic Communications
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 	 	 
	10/1/99

	 	 	4102523	 	 	Panasonic Communications
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 	 	 
	10/7/99

	 	 	4105756	 	 	Panasonic Communications
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 	 	 
	1/4/00

	 	 	4138786	 	 	Bankers/Softech/Mid-States
	 	Certain Equipment Leased
	

	 	 	 	 	 	A Division of EAB Leasing Corp.	 	 
	 
	 	 	 	 	 	 	 	 
	1/4/00

	 	 	4138787	 	 	Bankers/Softech/Mid-States
	 	Certain Equipment Leased
	

	 	 	 	 	 	A Division of EAB Leasing Corp.	 	 
	 
	 	 	 	 	 	 	 	 
	1/4/00

	 	 	4138788	 	 	Bankers/Softech/Mid-States
	 	Certain Equipment Leased
	

	 	 	 	 	 	A Division of EAB Leasing Corp.	 	 







Pennsylvania Secretary of State:




	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	12/31/97

	 	 	28370579	 	 	Sharp Electronic Credit Co.
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 	 	 
	2/11/98

	 	 	28550578	 	 	Bankers Leasing Association, Inc.
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 	 	 
	3/26/98

	 	 	28720022	 	 	Sharp Electronic Credit Co.
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 	 	 
	10/20/98

	 	 	29501019	 	 	Sharp Electronic Credit Co.
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 	 	 
	11/30/98

	 	 	29630919	 	 	Dana Commercial Credit Corporation
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 	 	 
	11/12/99

	 	release
	 	 	 	Release of Certain Equipment
	

	 	30931045 to
	 	 	 	 
	

	 	 	30350361	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	9/20/99

	 	 	30740440	 	 	Matrix Funding Corporation
	 	Certain Equipment Leased







Cambria County, PA:




	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	3/26/97

	 	1997-1092
	 	General Electric Capital Corporation
	 	Certain Equipment
	 
	 	 	 	 	 	 
	3/26/97

	 	1997-1094
	 	General Electric Capital Corporation
	 	Certain Equipment
	 
	 	 	 	 	 	 
	1/14/98

	 	1998-164
	 	Sharp Electronic Credit Co.
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 
	2/17/98

	 	1998-616
	 	Bankers Leasing Association
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 
	4/3/98

	 	1998-1231
	 	Sharp Electronic Credit Co.
	 	Certain Equipment Leased







-4-









 






	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	10/21/98

	 	1998-3947
	 	Sharp Electronic Credit Co.
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 
	10/27/98

	 	1998-4392
	 	Dana Commercial Credit Corporation
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 
	6/7/99

	 	1999-1898
	 	Fleet Capital Corporation
	 	Blanket Lien
	 
	 	 	 	 	 	 
	9/20/99

	 	1999-3299
	 	Matrix Funding Corporation
	 	Certain Computer

Equipment Leased
	 
	 	 	 	 	 	 
	7/27/99

	 	1999-2599
	 	Charter Financial, Inc.
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 
	11/23/99

	 	Amendment
1999-2599 to
1999-2599
	 	 	 	Debtor name change to
Transportation
Technologies
Industries, Inc.







Bostrom Seating, Inc.




Alabama — Secretary of State:




	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	8/11/95

	 	95-33101
	 	Deere Credit, Inc.
	 	JL Electric Scissor Lift
	 
	 	 	 	 	 	 
	9/25/95

	 	95-39118
	 	Toyota Motor Credit
	 	One new Toyota forklift

with 3000 lb capacity,

LP fuel tank
	 
	 	 	 	 	 	 
	10/17/95

	 	95-42456
	 	Toyota Motor Credit
	 	Two new Toyota

forklifts with 3000 lb

capacity, LP fuel tank
	 
	 	 	 	 	 	 
	11/13/95

	 	95-46115
	 	IBM Credit Corporation
	 	IBM equipment
	 
	 	 	 	 	 	 
	11/13/95

	 	95-46124
	 	IBM Credit Corporation
	 	IBM equipment
	 
	 	 	 	 	 	 
	11/21/95

	 	95-47822
	 	Toyota Motor Credit
	 	One new Toyota forklift

with 3000 lb capacity,

LP fuel tank
	 
	 	 	 	 	 	 
	12/8/95

	 	95-49898
	 	Toyota Motor Credit
	 	One new Toyota forklift

with 3000 lb capacity,

LP fuel tank
	 
	 	 	 	 	 	 
	4/11/96

	 	96-15536
	 	Toyota Motor Credit
	 	Two new Toyota

forklifts with 3000 lb

capacity, LP fuel tank
	 
	 	 	 	 	 	 
	1/15/97

	 	97-02146
	 	IBM Credit Corporation
	 	IBM equipment
	 
	 	 	 	 	 	 
	2/18/97

	 	97-06821
	 	Nissan Motor Acceptance Corporation
	 	Two Nissan PE50Y
	 
	 	 	 	 	 	 
	7/6/98

	 	98-28421
	 	Farboil Company
	 	All various Farboil

power coatings or other

products








-5-









 





	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	9/3/98

	 	98-38094
	 	AT&T Credit Corporation
	 	Equipment pursuant to
Lease No. S516315
	 
	 	 	 	 	 	 
	3/19/99

	 	99-12058
	 	IBM Credit Corporation
	 	Computer equipment and
goods and information
processing







Delaware — Secretary of State:




	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	12/31/02

	 	 	30146020	 	 	Hirsch International Corp

200 Wireless Boulevard

Hauppauge, NY 11788
	 	Equipment —

Embroidery Machine







Illinois — Secretary of State:




	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	2/3/98

	 	 	3796934	 	 	Bankers Leasing Association
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 	 	 
	2/17/98

	 	 	3802472	 	 	Bankers Leasing Association
	 	Certain Equipment Leased







North Carolina — Secretary of State:




	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	6/4/96

	 	 	1346358	 	 	Southeast Industrial Equipment
	 	Certain Equipment
	 
	 	 	 	 	 	 	 	 
	4/3/97

	 	 	001446212	 	 	M&S LLC d/b/a Toyota

Materials Handling
	 	Certain Equipment







Mecklenburg County, North Carolina:




	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	6/4/96

	 	 	007722	 	 	Toyota Motor Credit

Corporation (by

assignment from Southeast

industrial Equipment)
	 	Certain Equipment
	 
	 	 	 	 	 	 	 	 
	4/1/97

	 	 	005405	 	 	Toyota Motor Credit

Corporation (by

assignment from M&S LLC

d/b/a Toyota Materials

Handling)
	 	Certain Equipment







-6-









 






Oregon — Secretary of State:




	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	5/21/96

	 	T01140
	 	TMCC
	 	Certain Equipment







Brillion Iron Works, Inc.




Delaware — Secretary of State:




	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	1/28/02

	 	 	20461784	 	 	Country Horizons Cooperative

305 North 6th Street

Reedsville, WI 54230
	 	Three storage tanks
located at Plants 2
& 4 of Brillion
Iron Works, Inc.
in Brillion, WI.
The liquid storage
tanks are or may
become fixtures on
the real estate
described in the
attached Exhibit A.
	 
	 	 	 	 	 	 	 	 
	2/22/02

	 	 	20658561	 	 	Studebaker-Worthington Leasing Corp.
100 Jericho Quadrangle
Jericho, NY 11753
	 	Computer Equipment
and Related
Property (True
Lease Agreement)
	 
	 	 	 	 	 	 	 	 
	9/13/02

	 	 	22345480	 	 	Agricredit Acceptance LLC
P.O. Box 7902
Des Moines, IA 50322
	 	Equipment — Wood
loader, cutter and
tractor (lease
filing — this
filing is for
informational
purposes only)
	 
	 	 	 	 	 	 	 	 
	9/18/02

	 	 	22401069	 	 	Agricredit Acceptance LLC
P.O. Box 7902
Urbandale, IA 50322
	 	Equipment — Wood
loader, cutter and
tractor (lease
filing — this
filing is for
informational
purposes only)
	 
	 	 	 	 	 	 	 	 
	4/21/03

	 	 	31139487	 	 	Agricredit Acceptance LLC
P.O. Box 7902
Urbandale, IA 50322
	 	Change in Debtor —

delete debtor name

CT Corporation

System







Wisconsin — Secretary of State:




	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	10/15/86
	 	 	 	 	 	 	 	 
	(continuation
	 	 	 	 	 	 	 	 
	statements filed

	 	 	874597	 	 	Signode Corporation
	 	Debtor’s inventory of Signode steel packaging strapping
	 
	 	 	 	 	 	 	 	 
	6/17/91 and

	 	 	1211855	 	 	 	 	
	 
	 	 	 	 	 	 	 	 
	6/25/96)

	 	 	1596403	 	 		 	
	 
	 	 	 	 	 	 	 	 
	10/25/96

	 	 	1623316	 	 	Miller and Company
	 	2,722.32 tons of F-1 Sorelmetal
	 
	 	 	 	 	 	 	 	 
	3/12/97

	 	 	1655002	 	 	General Electric Capital Corp. (lessee)
	 	2 down rider diesel fork lift
	 
	 	 	 	 	 	 	 	 
	8/23/99

	 	 	01875052	 	 	MBM Leasing
	 	Certain Equipment Leased







-7-









 






	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	9/22/99

	 	 	01883620	 	 	MBM Leasing
	 	Certain Equipment Leased







Gunite Corporation




Delaware — Secretary of State:




	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	12/13/01

	 	 	20128169	 	 	General Electric Capital Corp.
	 	To continue the
effectiveness of
filling #3645721
filed on 01/30/97
with IL SOS
	 
	 	 	 	 	 	 	 	 
	7/31/02

	 	 	22011397	 	 	Phoenixcor, Inc.
	 	To continue the
effectiveness of
filling #3726520
filed on 8/11/97
with IL SOS;


Filing files solely
for notification
purposes to
indicate that the
property on the
annexed Exhibit A
is subject to
Secured Party’s
ownership or
security interest
	 
	 	 	 	 	 	 	 	 
	8/15/02

	 	 	22085672	 	 	Phoenixcor, Inc.
	 	To continue the
effectiveness of
filling #3739388
filed on 9/15/97
with IL SOS and
filing #2146611
filed on 9/15/97
with IN SOS;


Filing files solely
for notification
purposes to
indicate that the
property on the
annexed Exhibit A
is subject to
Secured Party’s
ownership or
security interest
	 
	 	 	 	 	 	 	 	 
	10/15/02

	 	 	22668493	 	 	Phoenixcor, Inc.
	 	To continue the
effectiveness of
filling #3763428
filed on 11/14/97
with IL SOS;


Filing files solely
for notification
purposes to
indicate that the
property on the
annexed Exhibit A
is subject to
Secured Party’s
ownership or
security interest
	 
	 	 	 	 	 	 	 	 
	12/30/02

	 	 	23253477	 	 	Applied Industrial Technologies, Inc.
	 	Purchase Money
Security Interest
in and to all
Consignee’s now
held or thereafter
acquired equipment
consigned or
shipped to
Consignee by or on
behalf of Consign
or pursuant to that
Certain Consignment
agreement dated
Sept. 17, 2002







-8-









 






	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	1/23/03

	 	 	30202625	 	 	American Technologies Credit, Inc.
	 	All of the goods,
fixtures, furniture
and equipment and
other personal
property now or
hereafter leased by
lessor to lessee,
whenever located,
under lease
agreement order no.
LA1518
	 
	 	 	 	 	 	 	 	 
	4/25/03

	 	 	31078214	 	 	American Technologies Credit, Inc.
	 	Collateral
Amendment — to
amend property more
fully described on
the addendum and/or
exhibit A attached
hereto and made a
part hereof
	 
	 	 	 	 	 	 	 	 
	5/19/03

	 	 	31277105	 	 	LaSalle Bank National Association
	 	All of the
inventory delivered
by Cosignor from
time to time to
Cosignee, on
consignment in
Consignee’s
position and
proceeds thereof
	 
	 	 	 	 	 	 	 	 
	6/18/03

	 	 	31538928	 	 	CIT Communications Finance

Corporation
	 	Equipment lease
	 
	 	 	 	 	 	 	 	 
	10/14/03

	 	 	32757394	 	 	IOS Capital
	 	Equipment lease
	 
	 	 	 	 	 	 	 	 
	11/24/03

	 	 	33091835	 	 	CitiCapital Technology Finance, Inc.
	 	Equipment







Illinois — Secretary of State:




	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	10/3/95

	 	 	3453090	 	 	Signode Packaging Systems
	 	Debtor’s inventory of
Signode Steel Packaging
Strapping
	 
	 	 	 	 	 	 	 	 
	10/29/95

	 	 	3474528	 	 	Digital Financial Services, a
division of GE Capital Corp.
	 	Equipment and related
items pursuant to master
lease agmt No. 9548211
	 
	 	 	 	 	 	 	 	 
	9/3/96

	 	 	3583565	 	 	Johnstown America Industries,
Inc. — Lessee
	 	One (1) BCP 16 Wheel
Mesh Belt Shot blast
machine; Assigned to:
	

	 	 	 	 	 	 	 	General Electric Capital

Corporation
	 
	 	 	 	 	 	 	 	 
	9/4/96

	 	 	3584206	 	 	Johnstown America Industries,
Inc. — Lessee
	 	One (1) SCRT 60 x 85
conveyer; Assigned to:
	

	 	 	 	 	 	 	 	General Electric Credit

Corporation
	 
	 	 	 	 	 	 	 	 
	9/4/96

	 	 	3584207	 	 	Johnstown America Industries,
Inc. — Lessee
	 	One (1) 2 Stage parts
washer; Assigned to:
	

	 	 	 	 	 	 	 	General Electric Capital

Corporation







-9-









 






	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	6/9/97

	 	 	3699976	 	 	Johnstown America Industries,
Inc. — Lessee
	 	Equipment and Licenses
Assigned to: Sterling
Bank & Trust
	 
	 	 	 	 	 	 	 	 
	1/3/97

	 	 	3634811	 	 	American Technologies Credit, Inc.
	 	Engineering Cad-Cam
Equipment and SDRC
Software; Assigned to:
	

	 	 	 	 	 	 	 	Sterling Bank & Trust
	 
	 	 	 	 	 	 	 	 
	1/30/97

	 	 	3645721	 	 	Johnstown America Industries,
Inc. — Lessee
	 	One (1) Slack Adjuster
machine, Assigned to:
	

	 	 	 	 	 	 	 	General Electric Capital

Corporation
	 
	 	 	 	 	 	 	 	 
	2/6/97

	 	 	3648906	 	 	American Technologies Credit, Inc.
	 	Computer Hardware and
Software; Assigned to:
	

	 	 	 	 	 	 	 	The CIT Group/Equipment
Financing, Inc.
	 
	 	 	 	 	 	 	 	 
	5/23/97

	 	 	3693197	 	 	The CIT Group/Equipment Financing
	 	Amendment: to file
number 348906 (no
description of
amendment)
	 
	 	 	 	 	 	 	 	 
	8/11/97

	 	 	3726520	 	 	Phoenixicor, Inc.
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 	 	 
	9/15/97

	 	 	3739388	 	 	Phoenixicor, Inc.
	 	Equipment pursuant to
Master Lease Agreement
No. 6516 dated 6/18/97
	 
	 	 	 	 	 	 	 	 
	11/14/97

	 	 	3763428	 	 	Phoenixicor, Inc.
	 	Equipment pursuant to
Master Lease Agreement
No. 6516 dated 6/18/97
	 
	 	 	 	 	 	 	 	 
	2/23/98

	 	 	3805677	 	 	AT&T Credit Corporation
	 	Equipment pursuant to
Lease No. M504815;
Definity G3VS upgrade
	 
	 	 	 	 	 	 	 	 
	6/30/98

	 	 	3873325	 	 	Sterling Bank & Trust
	 	Assignment: of file
number 3634811 to The
CIT Group/Equipment
Financing, Inc.
	 
	 	 	 	 	 	 	 	 
	7/23/98

	 	 	3883755	 	 	Stellram — A Business Unit of
Teledyne Metalworking
	 	Steel Toolholders,

Boring Bars & Carbide

Inserts
	 
	 	 	 	 	 	 	 	 
	8/27/98

	 	 	3900414	 	 	Johnstown America Industries, Inc.
	 	One (1) Wang Server;
Assigned to: General
Electric Capital
Corporation
	 
	 	 	 	 	 	 	 	 
	11/12/99

	 	 	4121434	 	 	American Technologies Credit, Inc.
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 	 	 
	9/29/95

	 	F295367 (Winnebago
County)
	 	Signode Packaging Systems
	 	Debtor’s Inventory of
Signode Steel Packaging
Strapping







-10-









 






Gunite Corporation




Indiana — Secretary of State:




	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	9/4/96

	 	 	2075559	 	 	Johnstown America Industries,
Inc. — Lessee
	 	One (1) Overhead Crane with
Power Lift; Assigned to:
	

	 	 	 	 	 	 	 	General Electric Capital
Corp.
	 
	 	 	 	 	 	 	 	 
	5/5/97

	 	 	2122340	 	 	Ervin Leasing Company
	 	(1) Savin Color Imaging System
	

	 	 	 	 	 	 	 	(1) Interface
	

	 	 	 	 	 	 	 	(1) Line Filter
	

	 	 	 	 	 	 	 	(1) 10-Bin Sorter
	 	 	 	 	 	 	 	 	 
	5/23/97

	 	 	2126632	 	 	American Technologies Credit
	 	Computer Hardware and
Software; Assigned to: The
CIT Group/Equipment Financing
	 
	 	 	 	 	 	 	 	 
	6/12/97

	 	 	2130771	 	 	Freeman-Spicer Leasing and Ins.
	 	GR1700 Riso Digital
Duplicator and Stand
	 
	 	 	 	 	 	 	 	 
	9/12/97

	 	 	2146325	 	 	Freeman-Spicer Leasing and Ins.
	 	3M 630 Reader Printer
	 
	 	 	 	 	 	 	 	 
	9/15/97

	 	 	2146611	 	 	Phoenixcor, Inc.
	 	(6) Baker Model H25D Fork

Lift Trucks
	 
	 	 	 	 	 	 	 	 
	5/12/98

	 	 	2190031	 	 	Freeman-Spicer Leasing and Ins.
	 	Lanier 5040 Copier, Document

Feeder, System Stand
	 
	 	 	 	 	 	 	 	 
	6/15/98

	 	 	2197386	 	 	Freeman-Spicer Leasing and Ins.
	 	Lanier 1240 Plain Paper Fax

Machine







Gunite EMI Corporation




Erie County, Pennsylvania




	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	12/21/98

	 	 	29711309	 	 	Erie Industrial Trucks, Inc.
	 	Certain Equipment







Fabco Automotive Corporation




California — Secretary of State:




	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	12/9/96

	 	96-34560560
	 	Trinity Capital Corporation
	 	Equipment listed on
Lease No.
0011199-001
	 
	 	 	 	 	 	 
	11/12/98

	 	98-31760720
	 	General Electric Capital Corporation
	 	Sale Leaseback —

Hitachi Seiki

Horizontal

Machining Center







-11-









 






Delaware — Secretary of State:




	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	4/21/03

	 	 	31020679	 	 	General Electric Capital Corp.
	 	Equipment — Hitachi
Seiki Horizontal
machining Center
(this filing is to
record leaseback
transactions)
	 
	 	 	 	 	 	 	 	 
	11/10/03

	 	 	32943994	 	 	General Electric Capital Corp.
	 	Equipment — Hitachi
Seiki Horizontal
machining Center
(this filing is to
record leaseback
transaction)







Imperial Group, L.P.




Delaware — Secretary of State:




	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	10/18/02

	 	 	22724965	 	 	Toyota Motor Credit Corporation
	 	Equipment lease
	 
	 	 	 	 	 	 	 	 
	1/15/03

	 	 	30281439	 	 	Toyota Motor Credit Corporation
	 	Equipment lease
	 
	 	 	 	 	 	 	 	 
	2/5/03

	 	 	30572787	 	 	Toyota Motor Credit Corporation
	 	Equipment lease
	 
	 	 	 	 	 	 	 	 
	7/16/03

	 	 	31795965	 	 	Barloworld Fleet Leasing LLC
	 	Equipment lease
	 
	 	 	 	 	 	 	 	 
	7/16/03

	 	 	31795973	 	 	Barloworld Fleet Leasing LLC
	 	Equipment lease
	 
	 	 	 	 	 	 	 	 
	7/29/03

	 	 	31951683	 	 	Barloworld Fleet Leasing LLC
	 	Equipment lease
	 
	 	 	 	 	 	 	 	 
	8/18/03

	 	 	32317215	 	 	Integris Metals, Inc.
	 	Cosigned Products:
	

	 	 	 	 	 	 	 	certain items as
detailed in the
attached Attachment
“A” (equipment)







Illinois — Secretary of State:




	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	9/7/99

	 	 	4090492	 	 	Citicorp Del Lease, Inc.
	 	Certain Equipment Leased







Tennessee — Secretary of State:




	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	9/13/99

	 	992-044767
	 	Citicorp Del Lease, Inc.
	 	Certain Equipment Leased
	 
	 	 	 	 	 	 
	10/20/99

	 	992-053421
	 	Citicorp Del Lease, Inc.
	 	Certain Equipment Leased







-12-









 






Gunite EMI Corporation, Inc.




Pennsylvania — Pronotery of Erie County:




	 	 	 	 	 	 	 	 	 
	Dated Filed
	 	File No.
	 	Secured Party
	 	Collateral

	12/21/98

	 	 	29711309	 	 	Erie Industrial Trucks, Inc.
	 	Truck Lease







-13-









 






Schedule 7.3




PERMITTED INVESTMENTS



$2,000,000 investment of Transportation Technologies Industries, Inc., as
limited partner in Triton Containers LLC




 









 








Schedule 7.10




CERTAIN AFFILIATE TRANSACTIONS



Management/director fees payable to Trimaran and/or Albion as permitted
pursuant to Subsection 7.5 of the Credit Agreement.