Common use of Designation of Additional Indebtedness Clause in Contracts

Designation of Additional Indebtedness. The Company hereby designates such Additional Indebtedness as Additional Indebtedness under the Intercreditor Agreement. 1 Revise as appropriate to refer to any permitted successor or assign. 2 Revise as appropriate to refer to any successor ABL Agent or Note Agent and to add reference to any previously added Additional Agent. 3 Revise as appropriate to refer to the relevant Additional Credit Facility, Additional Creditors and any Additional Agent. IN WITNESS OF, the undersigned has caused this Designation to be duly executed by its duly authorized officer or other representative, all as of the day and year first above written. [COMPANY] By: Name: Title: JOINDER, dated as of , 20 , among [COMPANY] (the “Company”), UBS AG, STAMFORD BRANCH, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “ABL Agent”)1 for the ABL Lenders, WILMINGTON TRUST FSB, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Note Agent”)2 for the Noteholder Secured Parties, [list any previously added Additional Agent] [and insert name of each Additional Agent under any Additional Credit Facility being added hereby as party] and any successors or assigns thereof, to the Intercreditor Agreement dated as of December 22, 2010 (as amended, supplemented, waived or otherwise modified from time to time, the “Intercreditor Agreement”) among the ABL Agent, [and] the Note Agent [and (list any previously added Additional Agent)]. Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement. Reference is made to that certain [insert name of Additional Credit Facility], dated as of , 20 (the “Additional Credit Facility”), among [list any applicable Credit Party], [list any applicable Additional Creditors (the “Joining Additional Creditors”)] [and insert name of each applicable Additional Agent (the “Joining Additional Agent”)].3 Section 7.11 of the Intercreditor Agreement permits the Company to designate Additional Indebtedness under the Intercreditor Agreement. The Company has so designated Additional Indebtedness incurred or to be incurred under the Additional Credit Facility as Additional Indebtedness by means of an Additional Indebtedness Designation. Accordingly, [the Joining Additional Agent, for itself and on behalf of the Joining Additional Creditors,]4 hereby agrees with the ABL Agent, the Note Agent and any other Additional Agent party to the Intercreditor Agreement as follows:

Designation of Additional Indebtedness. The Company hereby designates such Additional Indebtedness as Additional Indebtedness and as Additional [ABL] / [Term] Indebtedness under the Intercreditor Agreement. 1 Revise as appropriate to refer to any permitted successor or assign. 2 11 Revise as appropriate to refer to any successor ABL Agent or Note Term Loan Agent and to add reference to any previously added Additional Agent. 3 12 Revise as appropriate to refer to the relevant Additional Credit Facility, Additional Creditors Secured Parties and any Additional Agent. IN WITNESS OF, the undersigned has caused this Designation to be duly executed by its duly authorized officer or other representative, all as of the day and year first above written. [COMPANY] TRIBUNE PUBLISHING COMPANY By: Name: Title: JOINDER, dated as of , 20 , among [COMPANY] TRIBUNE PUBLISHING COMPANY (the “Company”), UBS AGBANK OF AMERICA, STAMFORD BRANCHN.A., in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “ABL Agent”)1 Agent”)13 for the ABL LendersSecured Parties, WILMINGTON TRUST FSBJPMORGAN CHASE BANK, N.A.,, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Note Agent”)2 Term Loan Agent”)14 for the Noteholder Term Loan Secured Parties, [list any previously added Additional Agent] [and insert name of each Additional Agent under any Additional Credit Facility being added hereby as party] and any successors or assigns thereof, to the Intercreditor Agreement dated as of December 22August [—], 2010 2014 (as amended, supplemented, waived or otherwise modified from time to time, the “Intercreditor Agreement”) among the ABL Agent, [and] the Note Term Loan Agent [and (list any previously added Additional Agent)]. Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement. Reference is made to that certain [insert name of Additional Credit Facility], dated as of , 20 (the “Additional Credit Facility”), among [list any applicable Credit Party], [list any applicable Additional Creditors Secured Parties (the “Joining Additional CreditorsSecured Parties”)] [and insert name of each applicable Additional Agent (the “Joining Additional Agent”)].3 Agent”)].15 Section 7.11 of the Intercreditor Agreement permits the Company to designate Additional Indebtedness under the Intercreditor Agreement. The Company has so designated Additional Indebtedness incurred or to be incurred under the Additional Credit Facility as Additional Indebtedness and as Additional [ABL] [Term] Indebtedness by means of an Additional Indebtedness Designation. Accordingly, [the Joining Additional Agent, for itself and on behalf of the Joining Additional Creditors,]4 Secured Parties,]16 hereby agrees with the ABL Agent, the Note Term Loan Agent and any other Additional Agent party to the Intercreditor Agreement as follows:

Designation of Additional Indebtedness. The Company hereby designates such Additional Indebtedness as Additional Indebtedness under the Intercreditor Agreement. 1 Revise as appropriate to refer to any permitted successor or assign. 2 4 Revise as appropriate to refer to any successor ABL Agent or Note [Term Loan] Agent and to add reference to any previously added Additional [Term] Agent. 3 5 Revise as appropriate to refer to the relevant Additional [Term] Credit Facility, Additional Creditors [Term] Secured Parties and any Additional [Term] Agent. IN WITNESS OFWHEREOF, the undersigned has caused this Designation to be duly executed by its duly authorized officer or other representative, all as of the day and year first above written. [COMPANY] UCI INTERNATIONAL, LLC By: Name: Title: JOINDER, dated as of , 20 , among [COMPANY] UCI INTERNATIONAL, LLC (the “Company”), UBS AG, STAMFORD BRANCH[ ], in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “ABL Agent”)1 Agent”)6 for the ABL LendersSecured Parties, WILMINGTON TRUST FSB[ ], in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Note Agent”)2 [Term Loan] Agent”) 7 for the Noteholder [Term Loan] Secured Parties, [list any previously added Additional [Term] Agent] [and insert name of each Additional [Term] Agent under any Additional [Term] Credit Facility being added hereby as party] and any successors or assigns thereof, to the Intercreditor Agreement dated as of December 22, 2010 [ ] (as amended, supplemented, waived or otherwise modified from time to time, the “Intercreditor Agreement”) among the ABL Agent, [and] the Note [Term Loan] Agent [and (list any previously added Additional [Term] Agent)]. Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement. Reference is made to that certain [insert name of Additional [Term] Credit Facility], dated as of , 20 (the “Additional [Term] Credit Facility”), among [list any applicable Credit Party], [list any applicable Additional Creditors [Term] Secured Parties (the “Joining Additional Creditors[Term] Secured Parties”)] [and insert name of each applicable Additional [Term] Agent (the “Joining Additional Agent”)].3 [Term] Agent”)].8 Section 7.11 of the Intercreditor Agreement permits the Company to designate Additional Indebtedness under the Intercreditor Agreement. The Company has so designated Additional Indebtedness incurred or to be incurred under the Additional [Term] Credit Facility as Additional Indebtedness by means of an Additional Indebtedness Designation. Accordingly, [the Joining Additional [Term] Agent, for itself and on behalf of the Joining Additional Creditors,]4 [Term] Secured Parties,]9 hereby agrees with the ABL Agent, [the Note Agent [Term Loan] Agent] and any [each other Additional Agent [Term] Agent] party to the Intercreditor Agreement as follows:

Designation of Additional Indebtedness. The Company Parent Borrower hereby designates such Additional Indebtedness as Additional Indebtedness under the Intercreditor Agreement. 1 Revise as appropriate to refer to any permitted successor or assign. 2 Revise as appropriate to refer to any successor ABL Agent or Note Cash Flow Agent and to add reference to any previously added Additional Agent. 3 Revise as appropriate to refer to the relevant Additional Credit Facility, Additional Creditors and any Additional Agent. IN WITNESS OF, the undersigned has caused this Designation to be duly executed by its duly authorized officer or other representative, all as of the day and year first above written. [COMPANYHD SUPPLY, INC.] By: Name: Title: JOINDER, dated as of , 20 200 , among [COMPANY] (the “Company”)XXXXXXX XXXXX CAPITAL, UBS AG, STAMFORD BRANCHa division of XXXXXXX XXXXX BUSINESS FINANCIAL SERVICES INC., in its capacity capacities as administrative agent and collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreementcapacities, the “ABL Agent”)1 Agent”)4 for the ABL Lenders, WILMINGTON TRUST FSBXXXXXXX XXXXX CAPITAL CORPORATION, in its capacity capacities as administrative agent and collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreementcapacities, the “Note Agent”)2 Cash Flow Agent”)5 for the Noteholder Secured PartiesCash Flow Lenders, [list any previously added Additional Agent] [and insert name of each Additional Agent under any Additional Credit Facility being added hereby as party] and any successors or assigns thereof, to the Intercreditor Agreement dated as of December 22August 23, 2010 2007 (as amended, supplemented, waived modified or otherwise modified supplemented from time to time, the “Intercreditor Agreement”) among the ABL Agent, [and] the Note Agent Cash Flow Agent, [and (list any previously added Additional Agent)]. Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement. Reference is made to that certain [insert name of Additional Credit Facility], dated as of , 20 2 (the “Additional Credit Facility”), among [list any applicable Credit Party], [list any applicable Additional Creditors (the “Joining Additional Creditors”)] [and insert name of each applicable Additional Agent (the “Joining Additional Agent”)].3 Section 7.11 of the Intercreditor Agreement permits the Company to designate Additional Indebtedness under the Intercreditor Agreement. The Company has so designated Additional Indebtedness incurred or to be incurred under the Additional Credit Facility as Additional Indebtedness by means of an Additional Indebtedness Designation. Accordingly, [the Joining Additional Agent, for itself and on behalf of the Joining Additional Creditors,]4 hereby agrees with the ABL Agent, the Note Agent and any other Additional Agent party to the Intercreditor Agreement as follows:Agent”)].6

Designation of Additional Indebtedness. The Company hereby designates such Additional Indebtedness as Additional Indebtedness and as Additional [ABL] / [Cash Flow] Indebtedness under the Intercreditor Agreement. 1 Revise as appropriate to refer to any permitted successor or assign. 2 4 Revise as appropriate to refer to any successor ABL Agent or Note [Cash Flow] Agent and to add reference to any previously added Additional Agent. 3 5 Revise as appropriate to refer to the relevant Additional Credit Facility, Additional Creditors Secured Parties and any Additional Agent. IN WITNESS OFWHEREOF, the undersigned has caused this Designation to be duly executed by its duly authorized officer or other representative, all as of the day and year first above written. [COMPANY] UNISOURCE WORLDWIDE, INC. By: Name: Title: JOINDER, dated as of , 20 , among [COMPANY] UNISOURCE WORLDWIDE, INC. (the “Company”), UBS AGBANK OF AMERICA, STAMFORD BRANCHN.A., in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “ABL Agent”)1 Agent”)6 for the ABL LendersSecured Parties, WILMINGTON TRUST FSB[ ], in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Note Agent”)2 [Cash Flow] Agent”)7 for the Noteholder [Cash Flow] Secured Parties, [list any previously added Additional Agent] [and insert name of each Additional Agent under any Additional Credit Facility being added hereby as party] and any successors or assigns thereof, to the Intercreditor Agreement dated as of December 22, 2010 [ ] (as amended, supplemented, waived or otherwise modified from time to time, the “Intercreditor Agreement”) among the ABL Agent, [and] the Note [Cash Flow] Agent [and (list any previously added Additional Agent)]. Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement. Reference is made to that certain [insert name of Additional Credit Facility], dated as of , 20 (the “Additional Credit Facility”), among [list any applicable Credit Party], [list any applicable Additional Creditors Secured Parties (the “Joining Additional CreditorsSecured Parties”)] [and insert name of each applicable Additional Agent (the “Joining Additional Agent”)].3 Agent”)].8 Section 7.11 of the Intercreditor Agreement permits the Company to designate Additional Indebtedness under the Intercreditor Agreement. The Company has so designated Additional Indebtedness incurred or to be incurred under the Additional Credit Facility as Additional Indebtedness and as Additional [ABL] / [Cash Flow] Indebtedness by means of an Additional Indebtedness Designation. Accordingly, [the Joining Additional Agent, for itself and on behalf of the Joining Additional Creditors,]4 Secured Parties,]9 hereby agrees with the ABL Agent, the Note [Cash Flow] Agent and any other Additional Agent party to the Intercreditor Agreement as follows:

Designation of Additional Indebtedness. The Company hereby designates such Additional Indebtedness as Additional Indebtedness and as Additional [ABL] / [Cash Flow] Indebtedness under the Intercreditor Agreement. 1 Revise as appropriate to refer to any permitted successor or assign. 2 5 Revise as appropriate to refer to any successor ABL Agent or Note [Cash Flow] Agent and to add reference to any previously added Additional Agent. 3 6 Revise as appropriate to refer to the relevant Additional Credit Facility, Additional Creditors Secured Parties and any Additional Agent. IN WITNESS OFWHEREOF, the undersigned has caused this Designation to be duly executed by its duly authorized officer or other representative, all as of the day and year first above written. [COMPANY] UNISOURCE WORLDWIDE, INC. By: Name: Title: JOINDER, dated as of , 20 , among [COMPANY] UNISOURCE WORLDWIDE, INC. (the “Company”), UBS AGBANK OF AMERICA, STAMFORD BRANCHN.A., in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “ABL Agent”)1 Agent”)7 for the ABL LendersSecured Parties, WILMINGTON TRUST FSB[ ], in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Note Agent”)2 [Cash Flow] Agent”)8 for the Noteholder [Cash Flow] Secured Parties, [list any previously added Additional Agent] [and insert name of each Additional Agent under any Additional Credit Facility being added hereby as party] and any successors or assigns thereof, to the Intercreditor Agreement dated as of December 22, 2010 [ ] (as amended, supplemented, waived or otherwise modified from time to time, the “Intercreditor Agreement”) among the ABL Agent, [and] the Note [Cash Flow] Agent [and (list any previously added Additional Agent)]. Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement. Reference is made to that certain [insert name of Additional Credit Facility], dated as of , 20 (the “Additional Credit Facility”), among [list any applicable Credit Party], [list any applicable Additional Creditors Secured Parties (the “Joining Additional CreditorsSecured Parties”)] [and insert name of each applicable Additional Agent (the “Joining Additional Agent”)].3 Section 7.11 of the Intercreditor Agreement permits the Company to designate Additional Indebtedness under the Intercreditor Agreement. The Company has so designated Additional Indebtedness incurred or to be incurred under the Additional Credit Facility as Additional Indebtedness by means of an Additional Indebtedness Designation. Accordingly, [the Joining Additional Agent, for itself and on behalf of the Joining Additional Creditors,]4 hereby agrees with the ABL Agent, the Note Agent and any other Additional Agent party to the Intercreditor Agreement as follows:Agent”)].9

Designation of Additional Indebtedness. The Company hereby designates such Additional Indebtedness as Additional Indebtedness and as Additional [ABL] / [Term] Indebtedness under the Intercreditor Agreement. 1 Revise as appropriate to refer to any permitted successor or assign. 2 12 Revise as appropriate to refer to any successor ABL Agent or Note Term Loan Agent and to add reference to any previously added Additional Agent. 3 13 Revise as appropriate to refer to the relevant Additional Credit Facility, Additional Creditors Secured Parties and any Additional Agent. IN WITNESS OF, the undersigned has caused this Designation to be duly executed by its duly authorized officer or other representative, all as of the day and year first above written. [COMPANY] TRIBUNE PUBLISHING COMPANY By: Name: Title: JOINDER, dated as of , 20 , among [COMPANY] TRIBUNE PUBLISHING COMPANY (the “Company”), UBS AGBANK OF AMERICA, STAMFORD BRANCHN.A., in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “ABL Agent”)1 Agent”)14 for the ABL LendersSecured Parties, WILMINGTON TRUST FSBJPMORGAN CHASE BANK, N.A.,, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Note Agent”)2 Term Loan Agent”)15 for the Noteholder Term Loan Secured Parties, [list any previously added Additional Agent] [and insert name of each Additional Agent under any Additional Credit Facility being added hereby as party] and any successors or assigns thereof, to the Intercreditor Agreement dated as of December 22August 4, 2010 2014 (as amended, supplemented, waived or otherwise modified from time to time, the “Intercreditor Agreement”) among the ABL Agent, [and] the Note Term Loan Agent [and (list any previously added Additional Agent)]. Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement. Reference is made to that certain [insert name of Additional Credit Facility], dated as of , 20 (the “Additional Credit Facility”), among [list any applicable Credit Party], [list any applicable Additional Creditors Secured Parties (the “Joining Additional CreditorsSecured Parties”)] [and insert name of each applicable Additional Agent (the “Joining Additional Agent”)].3 Section 7.11 of the Intercreditor Agreement permits the Company to designate Additional Indebtedness under the Intercreditor Agreement. The Company has so designated Additional Indebtedness incurred or to be incurred under the Additional Credit Facility as Additional Indebtedness by means of an Additional Indebtedness Designation. Accordingly, [the Joining Additional Agent, for itself and on behalf of the Joining Additional Creditors,]4 hereby agrees with the ABL Agent, the Note Agent and any other Additional Agent party to the Intercreditor Agreement as follows:Agent”)].16