Common use of INTRODUCTORY STATEMENT Clause in Contracts

INTRODUCTORY STATEMENT. On May 6, 2003, the Borrower and the Guarantors filed voluntary petitions with the Bankruptcy Court (such term and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.01) initiating the Cases and have continued in the possession of their assets and in the management of their business pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Borrower, the Guarantors, the Existing Lenders and JPMorgan Chase, as administrative agent, are parties to that certain Credit Agreement dated as of May 23, 2000 (as amended or otherwise modified prior to the date hereof, the "Existing Agreement") pursuant to which the Borrower and the Guarantors were truly and justly indebted to the Existing Lenders on the Filing Date in respect of the extensions of credit provided for thereunder in the principal amount of $601,370,125.48 (including the aggregate outstanding face amount of issued but undrawn letters of credit denominated in Dollars outstanding thereunder) and with respect to an outstanding face amount of an issued but undrawn letter of credit denominated in Euro in the amount of EUR83,003,011.44. The Borrower has applied to the Lenders for a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $30,000,000, all of the Borrower's obligations under which are to be guaranteed by the Guarantors. The proceeds of the Loans will be used for working capital and other general corporate purposes of the Borrower and the Guarantors (including, without limitation, to the extent permitted hereunder, for post-petition loans and advances to Foreign Subsidiaries), in all cases subject to the terms of this Agreement and the Orders. To provide guarantees and security for the repayment of the Loans, the reimbursement of any draft drawn under a Letter of Credit and the payment of the other Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents (including, without limitation, in respect of Cash Management Obligations), the Borrower and the Guarantors will provide to the Agent and the Lenders the following (each as more fully described herein and subject to the limitations set forth herein):

INTRODUCTORY STATEMENT. On May 6The Borrower is currently an applicant and a debtor company in a proceeding (the “CCAA Case”) under Canada’s Companies’ Creditors Arrangement Act, 2003R.S.C. 1985, c. C-36, as amended (the “CCAA”), commenced on December 23, 2011 (the “CCAA Filing Date”) before the Ontario Superior Court of Justice (Commercial List) (the “CCAA Court”) and, simultaneously, a debtor in an ancillary proceeding (the “Chapter 15 Case”, and together with the CCAA Case, the Borrower and the Guarantors filed voluntary petitions with the Bankruptcy Court (such term and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.01“Reorganization Proceedings”) initiating the Cases and have continued in the possession of their assets and in the management of their business pursuant to Sections 1107 and 1108 under chapter 15 of the Bankruptcy Code. The BorrowerCode before the United States Bankruptcy Court for the District of Delaware (the “U.S. Bankruptcy Court”), commenced on December 23, 2011 (the “Chapter 15 Petition Date”), and has retained possession of its assets and is authorized pursuant to the order of the CCAA Court granted on the CCAA Filing Date (as amended, the Guarantors“Initial Order”) and Section 1520(a)(2) of the Bankruptcy Code to continue the operation of its business. Pursuant to this Agreement and the Orders, the Existing Lenders and JPMorgan Chase, as administrative agent, are parties to that certain Credit Agreement dated as of May 23, 2000 (as amended or otherwise modified prior Lender is making available to the date hereof, the "Existing Agreement") pursuant to which the Borrower and the Guarantors were truly and justly indebted to the Existing Lenders on the Filing Date in respect of the extensions of credit provided for thereunder in the principal amount of $601,370,125.48 (including the aggregate outstanding face amount of issued but undrawn letters of credit denominated in Dollars outstanding thereunder) and with respect to an outstanding face amount of an issued but undrawn letter of credit denominated in Euro in the amount of EUR83,003,011.44. The Borrower has applied to the Lenders for a revolving credit and letter of credit debtor-in-possession term loan facility in an aggregate principal amount not to exceed $30,000,000, all of the Borrower's obligations under which are to be guaranteed by the GuarantorsUS$36,000,000. The proceeds of the Loans Loan will be used for working capital and other general corporate purposes of the Borrower and the Guarantors (including, without limitation, to the extent permitted hereunderpayment of fees and expenses incurred in connection with entering into this Agreement and the transactions contemplated hereby, for post-petition loans the Reorganization Proceedings, the Arbitration Proceeding and advances to Foreign Subsidiaries)all other uses contemplated by the Budgets, in all cases subject to the terms of this Agreement and the Orders. To provide guarantees and security for the secure repayment of the Loans, the reimbursement of any draft drawn under a Letter of Credit Loan and the payment of the other Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents (including, without limitation, in respect of Cash Management Obligations)Credit Documents, the Borrower is providing to the Lender, pursuant to this Agreement, the other Credit Documents and the Guarantors will provide to Orders, a perfected Lien on all present and after-acquired assets of the Agent and Borrower (other than the Lenders Excluded Property, as defined in the following Initial Order). Following the date on which the Reorganization Proceedings conclude with the implementation or consummation of a plan of compromise, arrangement or reorganization (each the “Exit Date”), it is the intent of the parties that the Obligations hereunder shall continue as more fully described herein and subject to exit financing for the limitations set forth herein):reorganized Borrower until the Termination Date. Accordingly, the parties hereto hereby agree as follows:

INTRODUCTORY STATEMENT. On May 6October 8, 20032005, the Borrower and the Guarantors filed voluntary petitions with the Bankruptcy Court (such term and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.01) initiating the Cases and have continued in the possession of their assets and in the management of their business businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code. On October 14, 2005 the Borrower, the Guarantors, JPMCB and CUSA as Lenders, the Administrative Agent and the Syndication Agent entered into the Revolving Credit, Term Loan and Guaranty Agreement dated as of October 14, 2005 (the "Original DIP Credit Agreement", and the Original DIP Credit Agreement as amended by the First Amendment (as defined below), the "Existing DIP Credit Agreement"), which provides for (i) loan facilities of $2,000,000,000, comprised of (1) a revolving credit and letter of credit facility in an aggregate principal amount of $1,750,000,000 as set forth therein and (2) a term loan in an aggregate principal amount of $250,000,000 as set forth therein and (ii) all of the Borrower's obligations thereunder to be guaranteed by the Guarantors. On October 27, 2005 the Borrower, the Guarantors, JPMCB and CUSA as Lenders, the Administrative Agent and the Syndication Agent entered into the First Amendment to Revolving Credit, Term Loan and Guaranty Agreement dated as of October 27, 2005 (the "First Amendment"). There are no Loans outstanding under the Existing DIP Credit Agreement. There are letters of credit outstanding under the Existing DIP Credit Agreement, which will be deemed to be Letters of Credit outstanding hereunder. The Borrower, the Guarantors, the Lenders party hereto, the Administrative Agent and the Syndication Agent wish to amend and restate the Existing DIP Credit Agreement in its entirety in order to add additional Lenders to the facility and re-allocate Commitments accordingly and to effect certain other amendments to the Existing DIP Credit Agreement as set forth herein. The Borrower, the Existing Lenders and JPMorgan Chase, as administrative agent, the Existing Agent are parties to that certain Credit the Existing Agreement dated as of May 23, 2000 (as amended or otherwise modified prior to the date hereof, the "Existing Agreement") pursuant to which the Borrower was (and the Pre-Petition Guarantors were were, pursuant to the Guarantee and Collateral Agreement (as defined in the Existing Credit Agreement)) truly and justly indebted to the Existing Lenders on the Filing Date in respect of the extensions of credit provided for thereunder in the principal amount of $601,370,125.48 2,579,783,051.85 (including the aggregate outstanding face amount of issued but undrawn letters of credit denominated in Dollars outstanding thereunder) and with respect to an outstanding face amount of an issued but undrawn letter of credit denominated in Euro in the amount of EUR83,003,011.44. The Borrower has applied to the Lenders for a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $30,000,000, all of the Borrower's obligations under which are to be guaranteed by the Guarantors. The proceeds of the Loans will be used for working capital and other general corporate purposes of the Borrower and the Guarantors (including, without limitation, to the extent permitted hereunder, for post-petition loans and advances to Foreign Subsidiaries), in all cases subject to the terms of this Agreement and the Orders. To provide guarantees and security for the repayment of the Loans, the reimbursement of any draft drawn under a Letter of Credit and the payment of the other Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents (including, without limitation, in respect of Cash Management Obligations), the Borrower and the Guarantors will provide to the Agent and the Lenders the following (each as more fully described herein and subject to the limitations set forth herein):extensions of credit provided for thereunder.

INTRODUCTORY STATEMENT. On May 6Pursuant to the terms of a Credit, 2003Security, Guaranty and Pledge Agreement dated as of November 4, 1997 among Obligors and the Lender (the "Credit Agreement"), the Borrower Lender has agreed, subject to the terms and conditions thereof, to make loans (the "Loans") to the Borrower. The Credit Agreement, the Note referred to therein and the Guarantors filed voluntary petitions with the Bankruptcy Court (such term other documents, instruments and other agreements contemplated thereby as they may be amended or otherwise modified from time to time, shall hereinafter be referred to as "Senior Obligation Documents". For purposes of this Subordination Agreement, unless otherwise defined herein, capitalized terms used in this Introductory Statement being used with herein shall have the respective meanings given to such terms in Section 1.01) initiating the Cases and have continued in the possession of their assets and in the management of their business pursuant to Sections 1107 and 1108 of the Bankruptcy CodeCredit Agreement. The Borrower, the Guarantors, the Existing Lenders and JPMorgan Chase, as administrative agent, are parties to that certain Credit Agreement dated as of May 23, 2000 (as amended or otherwise modified prior to the date hereof, the "Existing Agreement") pursuant to which the Borrower and the Guarantors were truly and justly indebted to the Existing Lenders on the Filing Date in respect of the extensions of credit provided for thereunder in the principal amount of $601,370,125.48 (including the aggregate outstanding face amount of issued but undrawn letters of credit denominated in Dollars outstanding thereunder) and with respect to an outstanding face amount of an issued but undrawn letter of credit denominated in Euro in the amount of EUR83,003,011.44. The Borrower has applied to the Lenders for a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $30,000,000, all of the Borrower's obligations under which are to be guaranteed by the Guarantors. The proceeds of the Loans will be used for working capital and other general corporate purposes of the Borrower and the Guarantors (including, without limitation, to the extent permitted hereunder, for post-petition loans and advances to Foreign Subsidiaries), in all cases subject Pursuant to the terms of this Agreement and the Orders. To provide guarantees and security for the repayment of the LoansGuaranty Agreement, the reimbursement Individual Guarantors have agreed to provide an unconditional guaranty of any draft drawn under a Letter of Credit and the payment of the other Obligations (as defined in the Credit Agreement) in an amount equal to the lesser of (x) $2,000,000 and (y) the amount by which the actual borrowings by the Borrower exceeds the Borrowing Base in accordance with the terms of the Borrower Credit Agreement and the Guarantors hereunder and under the other Loan Documents (includingGuaranty Agreement, without limitation, in respect of Cash Management Obligations), the Borrower and the Guarantors will provide to the Agent and the Lenders the following (each as more fully described herein and subject to the limitations set forth herein):therein (the "Maximum Guaranty Amount"); provided, that in the case of any Individual Guarantor, such guarantor's guaranty obligation shall not exceed the product of 110% of such Individual Guarantor's ownership interest in Media Equities International, L.L.C. as of the date of the Credit Agreement multiplied by the Maximum Guaranty Amount. Pursuant to the terms of a certain Fee Agreement dated as of November 4, 1997 (the "Fee Agreement") between the Borrower and MEI, the Borrower has agreed to pay the sum of $25,000 per year and to reimburse MEI for any payments made to the Lender by the Individual Guarantors under the Guaranty Agreement. The obligations of the Obligors to repay any amounts payable to MEI or the Individual Guarantors in connection with the Guaranty Agreement and Fee Agreement are hereinafter referred to as the "Subordinated Obligations." Any promissory note evidencing any loan, any replacements or substitutes therefore with respect to the Subordinated Obligations and any related loan agreement, security agreement or any other related agreement, including without limitation, the Fee Agreement, with respect to the Subordinated Obligations are hereinafter referred to as "Junior Obligation Documents". In order to induce the Lender to enter into the Credit Agreement, the Subordinated Creditors have agreed, subject to the provisions of this Subordination Agreement, that the Subordinated Obligations shall be subordinate to the Senior Obligations (as hereinafter defined).

INTRODUCTORY STATEMENT. On May 6October 8, 20032005, the Borrower and the Guarantors filed voluntary petitions with the Bankruptcy Court (such term and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.01) initiating the Cases and have continued in the possession of their assets and in the management of their business businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Borrower, the Guarantors, the Existing Lenders and JPMorgan Chase, as administrative agent, the Existing Agent are parties to that certain Credit the Existing Agreement dated as of May 23, 2000 (as amended or otherwise modified prior to the date hereof, the "Existing Agreement") pursuant to which the Borrower was (and the Pre-Petition Guarantors were were, pursuant to the Guarantee and Collateral Agreement (as defined in the Existing Credit Agreement)) truly and justly indebted to the Existing Lenders on the Filing Date in respect of the extensions of credit provided for thereunder in the principal amount of $601,370,125.48 2,579,783,051.85 (including the aggregate outstanding face amount of issued but undrawn letters of credit denominated in Dollars outstanding thereunder) and with in respect to an outstanding face amount of an issued but undrawn letter the extensions of credit denominated in Euro in the amount of EUR83,003,011.44provided for thereunder. The Borrower has applied to the Lenders for loan facilities of $2,000,000,000, comprised of (i) a revolving credit and letter of credit facility in an aggregate principal amount not to exceed of $30,000,0001,750,000,000 as set forth herein and (ii) a term loan in an aggregate principal amount of $250,000,000 as set forth herein, all of the Borrower's ’s obligations under each of which are to be guaranteed by the Guarantors. The proceeds of the Loans loan facilities will be used for working capital and other general corporate purposes of the Borrower and the Guarantors (including, without limitation, to the extent permitted hereunder, for post-petition loans and advances to Foreign Subsidiaries), in all cases subject to the terms of this Agreement and the Ordersaccordance with Section 3.09 hereof. To provide guarantees and security for the repayment of the Loans, the reimbursement of any draft drawn under a Letter of Credit and the payment of all other Secured Obligations (including the other Obligations obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents (including, without limitation, in respect of Cash Management Obligationsany hedging obligation permitted hereunder and Indebtedness permitted by Section 6.03(viii), in each case owing to JPMCB, any other Lender or any of their respective banking Affiliates), the Borrower and the Guarantors will provide to the Administrative Agent and the Lenders the following (each claims and liens described in Section 2.25 of this Agreement. Accordingly, the parties hereto hereby agree as more fully described herein and subject to the limitations set forth herein):follows:

INTRODUCTORY STATEMENT. On May 6February [ ], 20032008 (the “Petition Date”), the Borrower and the Guarantors Debtors filed voluntary petitions with the Bankruptcy Court (such term and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.01subsection 1.1) initiating the Cases and have continued in the possession of their assets and in the management of their business businesses pursuant to Bankruptcy Code Sections 1107 and 1108 of 1108. Pursuant to this Agreement and the Bankruptcy Code. The BorrowerOrders, the Guarantors, the Existing Lenders and JPMorgan Chase, as administrative agent, are parties to that certain Credit Agreement dated as of May 23, 2000 (as amended or otherwise modified prior making available to the date hereof, the "Existing Agreement"Borrower a $150,000,000 debtor-in-possession facility consisting of (i) pursuant to which the Borrower and the Guarantors were truly and justly indebted to the Existing Lenders on the Filing Date a term loan in respect of the extensions of credit provided for thereunder in the an aggregate principal amount of not to exceed $601,370,125.48 [65,000,000], and (including the aggregate outstanding face amount of issued but undrawn letters of credit denominated in Dollars outstanding thereunderii) and with respect to an outstanding face amount of an issued but undrawn letter of credit denominated in Euro in the amount of EUR83,003,011.44. The Borrower has applied to the Lenders for a revolving credit and loan in an aggregate principal amount not to exceed $[85,000,000], including a letter of credit facility in an aggregate principal amount not to exceed $30,000,000[60,000,000] (in each case, subject to mandatory and optional reductions in accordance with subsection 4.4), all of the Borrower's ’s obligations under which are guaranteed by the Guarantors, and that is automatically convertible to be an exit facility upon the satisfaction (or waiver) of certain conditions, all of the Borrower’s obligations under each of which are guaranteed by the Guarantors. The proceeds of the Loans and the Letters of Credit will be used for to repay certain indebtedness outstanding on the Petition Date and to provide working capital for, and for other general corporate purposes of of, the Borrower and the Guarantors (including, without limitation, to the extent permitted hereunder, for post-petition loans and advances to Foreign Subsidiaries)Loan Parties, in all cases subject to the terms of this Agreement and the Orders. To provide guarantees and security for the repayment of the Loans, the reimbursement of any draft drawn under a Letter the Letters of Credit and the payment of the other Obligations of the Borrower and the Guarantors Debtors hereunder and under the other Loan Documents (including, without limitation, in respect of Cash Management Obligations)Documents, the Borrower and the Guarantors will provide Debtors are providing to the Administrative Agent and the Lenders Lenders, pursuant to this Agreement and the Orders, the following (each as more fully described herein and subject to the limitations set forth herein):

INTRODUCTORY STATEMENT. On May 6January 31, 2003, the Borrower and the Guarantors filed voluntary petitions with the Bankruptcy Court (such term and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.01) initiating the Cases and have continued in the possession of their assets and in the management of their business pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Borrower, the Guarantors, the Existing Lenders and JPMorgan Chase, as administrative agent, are parties to that certain Credit Agreement dated as of May 23June 30, 2000 1998, as amended and restated as of April 11, 2002 (as further amended, amended and restated, or otherwise modified prior to the date hereofmodified, the "Existing Agreement") pursuant to which the Borrower and the Guarantors were truly and justly indebted to the Existing Lenders on the Filing Date in respect of the extensions of credit provided for thereunder in the principal amount of $601,370,125.48 363,619,276.86 (including the aggregate outstanding face amount of issued but undrawn letters of credit denominated in Dollars outstanding thereunder) and with in respect to an outstanding face amount of an issued but undrawn letter the extensions of credit denominated in Euro in the amount of EUR83,003,011.44provided for thereunder. The Borrower has applied to the Lenders for (i) a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $30,000,00025,000,000, and (ii) a term loan facility in an aggregate principal amount not to exceed $50,000,000, all of the Borrower's obligations under which are to be guaranteed by the Guarantors. The proceeds of the Loans will be used (i) to repurchase the Existing Receivables Portfolio and (ii) for working capital and other general corporate purposes of the Borrower and the Guarantors (including, without limitation, to the extent permitted hereunder, for post-petition loans and advances to Foreign Subsidiaries), in all cases subject to the terms of this Agreement and the OrdersGuarantors. To provide guarantees and security for the repayment of the Loans, the reimbursement of any draft drawn under a Letter of Credit and the payment of the other Obligations obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents (including, without limitation, in respect the Obligations of Cash Management Obligationsthe Borrower under Section 6.03(v)), the Borrower and the Guarantors will provide to the Agent and the Lenders the following (each as more fully described herein and subject to the limitations set forth herein):

INTRODUCTORY STATEMENT. The Borrower is party to the Credit Agreement, dated as of January 25, 1996 (the "EXISTING CREDIT AGREEMENT"), among the Borrower, the several banks, financial institutions and other entities from time to time parties thereto, as revolving credit lenders and term lenders thereunder (the "EXISTING LENDERS") and Chase (formerly known as Chemical Bank), as administrative agent for the Existing Lenders (in such capacity, the "PRE-PETITION AGENT"), as amended, supplemented or otherwise modified prior to the Petition Date (as defined below). Under the Existing Credit Agreement, the Existing Lenders provided the Borrower with revolving credit loans, term loans and other financial accommodations in an aggregate principal amount (including letters of credit) outstanding as of the Petition Date of approximately $231,000,000 (together with accrued but unpaid interest and fees, costs and other charges, the "EXISTING OBLIGATIONS"). To secure the Existing Obligations and the guarantees thereof executed in connection with the Existing Credit Agreement, the Borrower and the Guarantors granted the Pre-Petition Agent, for the benefit of the Existing Lenders, security interests in substantially all of their respective assets. The security interests granted by the Borrower and the Guarantors to secure the Existing Obligations were properly perfected and are subject to no prior liens or security interests except as provided in the Existing Credit Agreement, and the liquidation value of the assets securing the Existing Obligations presently exceeds the outstanding amount of the Existing Obligations. On May 6February 2, 20031998 (the "PETITION DATE"), the Borrower and the Guarantors filed voluntary petitions with the Bankruptcy Court (such term and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.01) initiating the Cases and have continued in the possession of their respective assets and in the management of their business respective businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Borrower, the Guarantors, the Existing Lenders and JPMorgan Chase, as administrative agent, are parties to that certain Credit Agreement dated as of May 23, 2000 (as amended or otherwise modified prior to the date hereof, the "Existing Agreement") pursuant to which the Borrower and the Guarantors were truly and justly indebted to the Existing Lenders on the Filing Date in respect of the extensions of credit provided for thereunder in the principal amount of $601,370,125.48 (including the aggregate outstanding face amount of issued but undrawn letters of credit denominated in Dollars outstanding thereunder) and with respect to an outstanding face amount of an issued but undrawn letter of credit denominated in Euro in the amount of EUR83,003,011.44. The Borrower has applied to and obtained from the Lenders for a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $30,000,000100,000,000 (the "TRANCHE A FACILITY") and a term loan facility in an aggregate principal amount not to exceed $228,000,000 (the "TRANCHE B FACILITY") (subject in each case, to mandatory and optional reductions in accordance with subsections 4.7 and 4.8), all of the Borrower's obligations under which are to be guaranteed by the Guarantors. The proceeds An immediate and on-going need exists for the Borrower to obtain additional funds in order to continue the operation of its business as debtor-in-possession under Chapter 11 of the Loans will be used for working capital Bankruptcy Code, and other general corporate purposes of accordingly the Borrower and has requested that the Guarantors (including, without limitation, to the extent permitted hereunder, for Lenders extend post-petition loans and advances to Foreign Subsidiaries), in all cases subject financing to the terms of this Agreement and the OrdersBorrower. To provide guarantees and security for the repayment of the Loans, the reimbursement of any draft drawn under a Letter the Letters of Credit and the payment of the other Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents (including, without limitation, in respect of Cash Management Obligations)Documents, the Borrower and the Guarantors will shall provide to the Agent and the Lenders Lenders, pursuant to this Agreement and the Orders, the following (each as more fully described herein and subject to the limitations set forth herein):

INTRODUCTORY STATEMENT. On May 6February 12, 20032002, certain of the Borrower Borrowers and certain of the Guarantors filed voluntary petitions for relief with the Bankruptcy Court (such term and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.01) initiating the Cases Cases. On March 15, 2002 certain of the other Borrowers and have continued in Guarantors filed voluntary petitions for relief under the possession of their assets Bankruptcy Code. On January 14, 2003 the remaining Borrowers and in the management of their business pursuant to Sections 1107 and 1108 of Guarantors filed petitions for relief under the Bankruptcy Code. The BorrowerBorrowers’ and the Guarantors’ Cases have been consolidated for procedural purposes only and are being administered jointly. The Borrowers, the Guarantors, certain other subsidiaries of the Borrowers, the Existing Lenders and JPMorgan ChaseBank of America, as administrative agent, N.A. are parties to that certain the Post-Petition Credit Agreement Agreement, dated as of May 23February 12, 2000 2002 (as amended amended, restated or otherwise modified prior to the date hereofmodified, the "“Existing Credit Agreement"”) pursuant to which the Borrower Borrowers and the Guarantors were truly and justly indebted to the Existing Lenders on the Filing Date in respect of the obtained extensions of credit provided for thereunder in the principal amount of $601,370,125.48 (including the aggregate outstanding face amount of issued but undrawn letters of credit denominated in Dollars outstanding thereunder) and with respect to an outstanding face amount of an issued but undrawn letter of credit denominated in Euro in the amount of EUR83,003,011.44credit. The Borrower has Borrowers have applied to the Lenders for a revolving credit and credit, letter of credit and swingline loan facility in an aggregate principal amount not to exceed $30,000,000200,000,000, all of the Borrower's obligations under which Borrowers’ Obligations hereunder are to be guaranteed by the Guarantors. The proceeds of the Loans will be used for (i) refinancing of the outstanding Obligations under the Existing Credit Agreement, (ii) working capital, letters of credit and capital and expenditures; (iii) other general corporate purposes of the Borrower Borrowers and the Guarantors Guarantors; (includingiv) payment of any related transaction costs, without limitation, to fees and expenses; and (v) the extent permitted hereunder, for post-petition loans and advances to Foreign Subsidiaries), in all cases subject to costs of administration of the terms of this Agreement and the OrdersCases. To provide guarantees and security for the repayment of the Loans, the reimbursement of any draft drawn under a Letter of Credit and the payment of the other Obligations of the Borrower Borrowers and the Guarantors hereunder and under the other Loan Documents (including, without limitation, Banking Services Obligations and Swap Obligations owing to any Lender to the extent included in respect of Cash Management Obligations), ) the Borrower Borrowers and the Guarantors will provide to the Agent and the Lenders the following (each as more fully described herein and subject to the limitations set forth herein):

INTRODUCTORY STATEMENT. On May 6June 23, 20031995, the Borrower and the Guarantors filed voluntary petitions with the Bankruptcy Court (such term and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.01) initiating the Cases and have continued in the possession of their assets and in the management of their business businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Borrower, the Guarantors, the Existing Lenders Borrower and JPMorgan Chase, as administrative agent, Guarantors currently are parties to that certain a $200,000,000 debtor-in-possession Amended and Restated Revolving Credit and Guaranty Agreement (the "CHASE CREDIT FACILITY"), dated as of May June 23, 2000 (1995, as amended or otherwise modified prior to the date hereofand restated as of April 10, the "Existing Agreement") 1997, and as amended pursuant to which the Borrower that First Amendment to Amended and the Guarantors were truly Restated Revolving Credit and justly indebted to the Existing Lenders on the Filing Date in respect Guaranty Agreement, dated as of the extensions of credit provided for thereunder in the principal amount of $601,370,125.48 October 16, 1997, with The Chase Manhattan Bank (including the aggregate outstanding face amount of issued but undrawn letters of credit denominated in Dollars outstanding thereunder) and with respect to an outstanding face amount of an issued but undrawn letter of credit denominated in Euro in the amount of EUR83,003,011.44"CHASE"). The Borrower has applied to the Lenders and the Issuing Bank for a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $30,000,000250,000,000, all of the Borrower's obligations under which are to be guaranteed by the Guarantors. The proceeds extensions of the Loans credit hereunder will be used for used, first, to repay in full all amounts outstanding under the Chase Credit Facility (or, with respect to letters of credit issued thereunder, to cash collateralize such letters of credit or to secure the Borrower's reimbursement obligations in connection therewith by issuing Letters of Credit hereunder) and thereafter to provide working capital for and other to finance Inventory purchases by the Borrower (as set forth herein and in the Order) and otherwise for general corporate purposes of the Borrower and the Guarantors (including, without limitation, to make Pre-Petition Claim Payments to the extent permitted hereunder, for post-petition loans and advances to Foreign Subsidiariesby Section 6.01(b), in all cases subject to the terms of this Agreement and the Orders. To provide guarantees and security for the repayment of the Loans, the reimbursement of any draft drawn under a Letter of Credit and the payment of the other Obligations obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents (including, without limitation, in respect of Cash Management Obligations)Documents, the Borrower and the Guarantors will provide to the Agent Administrative Agent, the Issuing Bank, the Agent, the Co-Agents and the Lenders the following (each as more fully described herein and subject to the limitations set forth herein):