Common use of Mandatory Repayments and Commitment Reductions Clause in Contracts

Mandatory Repayments and Commitment Reductions. (a) (i) If on any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Lenders and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the principal of Revolving Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting Lenders, the aggregate amount of WC Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower to Non-Defaulting Lenders hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (a) (i) If on any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Lenders and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay on such date date, the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the principal of Revolving Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting LendersLoans, the aggregate amount of WC Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount (in U.S. Dollars) in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower to Non-Defaulting the Lenders hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (A) (a) (i) If On any day on any date which the sum of (x) the aggregate outstanding principal amount of the Revolving Loans made by the Non-Defaulting Lenders and Banks, Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay prepay on such date the principal of Swingline Loans, Loans and if no after the Swingline Loans are or remain outstandinghave been repaid in full, the principal of Revolving Loans of the Non-Defaulting Lenders Banks in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting LendersBanks, the aggregate amount of WC the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount in of cash and/or or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold ), such payment cash or Cash Equivalents to be held as security for the all obligations of the Borrower to Non-Defaulting Lenders hereunder pursuant to Banks under Section 2.04(a) in a cash collateral agreement account to be entered into in form and substance reasonably satisfactory to established by the Administrative Agent. Such cash or Cash Equivalents shall be released to the Borrower when such obligations under Section 2.04(a) are satisfied or as may be necessary to insure that the amount of such cash or Cash Equivalents do not exceed the Letter of Credit Outstandings.

Mandatory Repayments and Commitment Reductions. (a) (i) If on any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Lenders and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, Aggregate Dollar Facility RL Exposure exceeds the Adjusted Total Dollar Facility Revolving Loan Commitment as then in effect, the U.S. Borrower shall repay prepay on such date the principal of Swingline Loans, and if no outstanding Swingline Loans are or remain outstanding, and/or the principal of outstanding Dollar Facility Revolving Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Dollar Facility Revolving Loans of Non-Defaulting LendersLoans, the aggregate amount of WC the Dollar Facility Letter of Credit Outstandings exceeds the Adjusted Total Dollar Facility Revolving Loan Commitment as then in effect, the U.S. Borrower shall agrees to pay to the Administrative Agent at the Payment Office on such date an amount in of cash and/or or Cash Equivalents (in Dollars) equal to the amount of such excess (up to a maximum amount equal to the aggregate sum of (x) the principal amount of WC all outstanding Competitive Bid Loans plus (y) the Dollar Facility Letter of Credit Outstandings at such time) and the Administrative Agent shall hold ), such payment cash or Cash Equivalents to be held as security for the obligations all Obligations of the U.S. Borrower to Non-Defaulting Lenders hereunder pursuant to in a cash collateral agreement account to be entered into in form and substance reasonably satisfactory to established by the Administrative Agent; provided that any cash or Cash Equivalents provided pursuant to this Section 4.02(a)(i) shall be applied first, to any Obligations of the U.S. Borrower owing to the Lenders with Dollar Facility Revolving Loan Commitments (or related outstanding Obligations hereunder) and second, to all other Obligations of the U.S. Borrower hereunder.

Mandatory Repayments and Commitment Reductions. (a) (i) If On any day on any date which the sum of (x) the aggregate outstanding principal amount of the Revolving Loans made by Non-Defaulting Lenders Banks and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the principal of prepay Revolving Loans of Non-Defaulting Lenders Banks in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting LendersBanks, the aggregate amount of WC the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount in of cash and/or or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold ), such payment cash or Cash Equivalents to be held as security for the all obligations of the Borrower to Non-Defaulting Lenders Banks hereunder pursuant to in a cash collateral agreement account to be entered into established by the Agent. (ii) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Effective Date upon which Holdings or any of its Subsidiaries receives proceeds from any sale of assets (including capital stock and securities held thereby, but excluding (i) sales or transfers of inventory in the ordinary course of business (including, without limitation, sales or transfers of inventory to Subsidiaries at fair market value), (ii) the sale or other disposition of obsolete equipment, (iii) the sales of overdue receivables in the ordinary course of business, (iv) the licensing of general intangibles in the ordinary course of business, (v) the first $1,000,000 of Net Sale Proceeds in any Fiscal Year from sales of other assets after the Effective Date and (vi) sales of assets between the Borrower and its Wholly-Owned Subsidiaries and/or sales of assets between Wholly-Owned Subsidiaries of the Borrower, in each case to the extent permitted by Section 9.02), an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied (i) as a mandatory reduction to the Total Revolving Loan Commitment and (ii) as a mandatory repayment of principal of outstanding Revolving Loans, all in accordance with the requirements of Sections 4.02(d) and (e); provided, however, that up to an aggregate of $5,000,000 of Net Sale Proceeds in any Fiscal Year shall not be required to be used as a mandatory commitment reduction and repayment to the extent the Borrower elects, as hereinafter provided, to cause such Net Sale Proceeds to be reinvested in Reinvestment Assets (a "Reinvestment Election"). The Borrower may exercise its Reinvestment Election (within the parameters specified in the preceding sentence) with respect to a sale of assets if (x) no Default or Event of Default exists and (y) the Borrower delivers a Reinvestment Notice to the Agent on or prior to the date of the consummation of the respective sale of assets, with such Reinvestment Election being effective with respect to the Net Sale Proceeds of such sale of assets equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice. (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 days following each date after the Effective Date on which Holdings or any of its Subsidiaries receives any proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs including, without limitation, legal costs and expenses, and taxes incurred in connection with such Recovery Event and other than the proceeds of business interruption insurance) shall be applied, (i) as a mandatory reduction to the Total Revolving Loan Commitment and (ii) as a mandatory repayment of principal of outstanding Revolving Loans, all in accordance with the requirements of Sections 4.02(d) and (e); provided, however, that (A) so long as no Default or Event of Default then exists and such proceeds do not exceed $5,000,000, such proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Agent on or prior to such date stating that such proceeds shall be used or shall be committed to be used to replace or restore any properties or assets in respect of which such proceeds were paid within one year following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) and (B) so long as no Default or Event of Default then exists and to the extent that (1) the amount of such proceeds exceeds $5,000,000, (2) the amount of such proceeds, together with other cash available to the Borrower and permitted to be spent by it on Capital Expenditures during the relevant period pursuant to Section 9.07, equals 100% of the cost of replacement or restoration of the properties or assets in respect of which such proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Agent may reasonably request, (3) the Borrower has delivered to the Agent a certificate on or prior to the date the application would otherwise be required pursuant to this Section 4.02(c) in the form described in clause (A) above and also certifying its determination as required by preceding clause (2) and certifying the sufficiency of business interruption insurance as required by succeeding clause (4), and (4) the Borrower has delivered to the Agent such evidence as the Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent establishing that the Borrower has sufficient business interruption insurance and that the Borrower will be receiving regular payments thereunder in such amounts and at such times as are necessary to satisfy all obligations and expenses of the Borrower (including, without limitation, all debt service requirements, including pursuant to this Agreement) without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Recovery Event and continuing through the completion of the replacement or restoration of respective properties or assets, then the entire amount of the proceeds of such Recovery Event and not just the portion in excess of $5,000,000 shall be deposited with the Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Agent whereby such proceeds shall be disbursed to the Borrower from time to time as needed to pay actual costs incurred by it in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may reasonably be established by the Agent); and provided further that at any time while an Event of Default has occurred and is continuing (other than an Event of Default existing solely as a result of the violation of any or all of Sections 9.08 through 9.10, inclusive, but in each case only if, and to the extent, that the violation of said covenant has occurred as a result of the underlying event giving rise to the Recovery Event), the Required Banks may direct the Agent (in which case the Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the repayment of Obligations hereunder in the same manner as proceeds would be applied pursuant to the Security Agreement; and provided further that if all or any portion of such proceeds not required to be applied to the reduction of the Total Revolving Loan Commitment and the repayment of Revolving Loans pursuant to the second preceding proviso (whether pursuant to clause (A) or (B) thereof) are either (x) not so used or committed to be so used within one year after the date of the respective Recovery Event or (y) if committed to be used within one year after the date of receipt of such proceeds and not so used within 18 months after the date of the respective Recovery Event then, in either such case, such remaining portion not used or committed to be used in the case of preceding clause (x) and not used in the case of preceding clause (y) shall be applied on the date which is the first anniversary of the date of the respective Recovery Event in the case of clause (x) above or the date occurring 18 months after the date of the respective Recovery Event in the case of clause (y) above as a mandatory reduction to the Total Revolving Loan Commitment and as a mandatory repayment of principal of outstanding Revolving Loans in accordance with the requirements of Sections 4.02(d) and (e). (d) The amount of each principal repayment of Revolving Loans (and the amount of each reduction to the Total Revolving Loan Commitment) made as required by Sections 4.02(b) through (c) and (e) shall be applied proportionably to each Bank to reduce the Revolving Loans and Revolving Loan Commitment of each Bank. (e) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; and (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $200,000, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. Notwithstanding the foregoing provisions of this Section 4.02, if any time the mandatory prepayment of Revolving Loans pursuant to Sections 4.02(b) through (d) above or a repayment arising out of the application of Section 9.05(ii) would result, after giving effect to the procedures set forth above, in the Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being prepaid other than on the last day of an

Mandatory Repayments and Commitment Reductions. (a) (i) If On any day on any date which the sum of (x) the aggregate outstanding principal amount of the Swingline Loans, Revolving Loans made by Non-Defaulting Lenders and Swingline Loans (after giving effect to all other repayments for this purpose, using the Dollar Equivalent thereof on such datein the case of outstanding Sterling Revolving Loans) and (y) the WC Letter of Credit Outstandings on such date(for this purpose, using the Dollar Equivalent thereof in the case of ▇▇▇▇▇▇▇▇ Letter of Credit Outstandings) exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower Revolving Loan Borrowers shall repay prepay on such date day the principal of Swingline Loans and, after the Swingline Loans have been repaid in full, Revolving Loans (allocated between Dollar Revolving Loans and Sterling Revolving Loans as the Revolving Loan Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in Pounds Sterling made with respect to the Sterling Revolving Loans) equal to such excess. If, after giving effect to the prepayment in full of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings (for this purpose, using the Dollar Equivalent thereof in the case of ▇▇▇▇▇▇▇▇ Letter of Credit Outstandings) exceeds the Total Revolving Loan Commitment as then in effect, the respective Revolving Loan Borrowers shall pay to the Administrative Agent at the appropriate Payment Office on such day an amount of cash or Cash Equivalents or Foreign Cash Equivalents of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash, Cash Equivalents or Foreign Cash Equivalents to be held as security for all obligations of the respective Revolving Loan Borrower or Borrowers hereunder in a cash collateral account to be established by the Administrative Agent, provided that so long as no Default under Section 10.01 or 10.05 and no Event of Default is then existence, such cash, Cash Equivalents or Foreign Cash Equivalents shall be released (subject to continued compliance with clauses (ii) and (iii) below) to the respective Revolving Loan Borrower at such time (if no any), and to the extent that, the aggregate amount of such cash, Cash Equivalents and Foreign Cash Equivalents at such time on deposit with the Administrative Agent exceed the amount by which the Letter of Credit Outstandings at such time exceed the amount of the Total Revolving Loan Commitment as then in effect. (ii) If on any date the sum of the aggregate outstanding principal amount of Swingline Loans, Dollar Revolving Loans and the Adience Letter of Credit Outstandings exceeds the Dollar Revolving Sub-Limit as then in effect, Adience shall prepay on such day principal of outstanding Swingline Loans are or remain outstandingand, after the principal of Swingline Loans have been repaid in full, Dollar Revolving Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after giving effect to the prepayment in full of all outstanding Swingline Loans and all outstanding Dollar Revolving Loans of Non-Defaulting LendersLoans, the aggregate amount of WC the Adience Letter of Credit Outstandings exceeds the Adjusted Total Dollar Revolving Loan Commitment Sub-Limit as then in effect, the Borrower Adience shall pay to the Administrative Agent at the appropriate Payment Office on such date day an amount in of cash and/or or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the aggregate amount of WC Adience Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of Adience hereunder in a cash collateral account to be established by the Administrative Agent, provided that, so long as no Default under Section 10.01 or 10.05 and no Event of Default is then existence, such cash or Cash Equivalents shall be released (subject to continued compliance with preceding clause (i)) to Adience at such time (if any) as, and to the extent that, the aggregate amount of such cash and Cash Equivalents at such time on deposit with the Administrative Agent exceed the amount by which the Adience Letter of Credit Outstandings at such time exceed the amount of the Dollar Revolving Sub-Limit as then in effect. (iii) If on any date the sum of the aggregate outstanding principal amount of Sterling Revolving Loans and the ▇▇▇▇▇▇▇▇ Letter of Credit Outstandings exceeds the Sterling Revolving Sub-Limit as then in effect, ▇▇▇▇▇▇▇▇ shall hold prepay on such payment day principal of outstanding Sterling Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment in full of all outstanding Sterling Revolving Loans, the aggregate amount of the ▇▇▇▇▇▇▇▇ Letter of Credit Outstandings exceeds the Sterling Revolving Sub-Limit as then in effect, ▇▇▇▇▇▇▇▇ shall pay to the Administrative Agent at the appropriate Payment Office on such day an amount of cash, Cash Equivalents or Foreign Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the ▇▇▇▇▇▇▇▇ Letter of Credit Outstandings at such time), such cash, Cash Equivalents or Foreign Cash Equivalents to be held as security for the all obligations of the Borrower to Non-Defaulting Lenders ▇▇▇▇▇▇▇▇ hereunder pursuant to in a cash collateral agreement account to be entered into established by the Administrative Agent, provided that, so long as no Default under Section 10.01 or 10.05 and no Event of Default is then existence, such cash, Cash Equivalents or Foreign Cash Equivalents shall be released (subject to continued compliance with preceding clause (i)) to ▇▇▇▇▇▇▇▇ at such time (if any) as, and to the extent that, the aggregate amount of such cash, Cash Equivalents and Foreign Cash Equivalents at such time on deposit with the Administrative Agent exceed the amount by which the ▇▇▇▇▇▇▇▇ Letter of Credit Outstandings at such time exceed the amount of the Sterling Revolving Sub-Limit as then in form effect. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, Adience shall be required to repay that principal amount of Adience B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and substance reasonably satisfactory 4.02(h) through (j), inclusive, an "Adience B Scheduled Repayment," and each such date, an "Adience B Scheduled Repayment Date"): Adience B Scheduled Repayment Date Amount ------------------------ ------ July 31, 1997 $ 112,500 October 31, 1997 $ 112,500 January 31, 1998 $ 112,500 April 30, 1998 $ 112,500 July 31, 1998 $ 112,500 October 31, 1998 $ 112,500 January 31, 1999 $ 112,500 April 30, 1999 $ 112,500 July 31, 1999 $ 112,500 October 31, 1999 $ 112,500 January 31, 2000 $ 112,500 April 30, 2000 $ 112,500 July 31, 2000 $ 112,500 October 31, 2000 $ 112,500 January 31, 2001 $ 112,500 April 30, 2001 $ 112,500 July 31, 2001 $ 112,500 October 31, 2001 $ 112,500 January 31, 2002 $ 112,500 April 30, 2002 $ 112,500 July 31, 2002 $ 112,500 October 31, 2002 $ 112,500 January 31, 2003 $ 112,500 April 30, 2003 $ 112,500 July 31, 2003 $2,900,000 October 31, 2003 $2,900,000 January 31, 2004 $2,900,000 April 30, 2004 $2,900,000 July 31, 2004 $5,175,000 October 31, 2004 $5,175,000 January 31, 2005 $5,175,000 B Term Loan Maturity Date $5,175,000 (ii) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, Newco shall be required to repay that principal amount of Newco A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(h) through (j), inclusive, a "Newco A Scheduled Repayment," and each such date, a "Newco A Scheduled Repayment Date"): Newco A Scheduled Repayment Date Amount ------------------------ ------ July 31, 1998 (pounds) 536,612.29 October 31, 1998 (pounds) 536,612.29 January 31, 1999 (pounds) 536,612.29 April 30, 1999 (pounds) 536,612.29 July 31, 1999 (pounds) 766,588.99 October 31, 1999 (pounds) 766,588.99 January 31, 2000 (pounds) 766,588.99 April 30, 2000 (pounds) 766,588.99 July 31, 2000 (pounds)1,149,883.48 October 31, 2000 (pounds)1,149,883.48 January 31, 2001 (pounds)1,149,883.48 April 30, 2001 (pounds)1,149,883.48 July 31, 2001 (pounds)2,146,449.16 October 31, 2001 (pounds)2,146,449.16 January 31, 2002 (pounds)2,146,449.16 April 30, 2002 (pounds)2,146,449.16 July 31, 2002 (pounds)3,066,355.94 October 31, 2002 (pounds)3,066,355.94 January 31, 2003 (pounds)3,066,355.94 A Term Loan Maturity Date (pounds)3,066,355.94 (iii) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, Newco shall be required to repay that principal amount of Newco B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(h) through (j), inclusive, a "Newco B Scheduled Repayment," and each such date, a "Newco B Scheduled Repayment Date"): ▇▇▇▇▇ ▇ Scheduled Repayment Date Amount ------------------------ ------ July 31, 2003 $ 925,000 October 31, 2003 $ 925,000 January 31, 2004 $ 925,000 April 30, 2004 $ 925,000 July 31, 2004 $1,575,000 October 31, 2004 $1,575,000 January 31, 2005 $1,575,000 B Term Loan Maturity Date $1,575,000 (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Effective Date upon which Holdings or any of its Subsidiaries (other than Newco and its Subsidiaries) receives any cash proceeds from any capital contribution or any sale or issuance of its equity (other than equity contributions to any Subsidiary of Holdings made by Holdings or any other Subsidiary of Holdings), an amount equal to 100% (or 50% (or such greater percentage, between 50% and 100%, as is needed to cause the Leverage Ratio requirement hereinafter described to be satisfied)) if on the date of receipt of such cash proceeds (x) no Default or Event of Default then exists and (y) the Leverage Ratio, after the required application pursuant to this clause (c), is less than 4.00:1.00) of the cash proceeds of such capital contribution or sale or issuance (net of underwriting or placement discounts and commissions and other costs and expenses associated therewith) shall be applied in accordance with the requirements of Sections 4.02(i) and (j). (ii) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Effective Date upon which Newco or any of its Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity (other than equity contributions to Newco or any Subsidiary of Newco made by Holdings or any other Subsidiary of Holdings), an amount equal to 100% (or 50% (or such greater percentage, between 50% and 100%, as is needed to cause the Leverage Ratio requirement hereinafter described to be satisfied)) if on the date of receipt of such cash proceeds (x) no Default or Event of Default then exists and (y) the Leverage Ratio, after the required application pursuant to this clause (c), is less than 4.00:1.00) of the cash proceeds of such capital contribution or sale or issuance (net of underwriting or placement discounts or commissions and other costs and expenses associated therewith) shall be applied in accordance with the requirements of Sections 4.02(h) and (j). (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Effective Date upon which Holdings or any of its Subsidiaries (other than Newco and its Subsidiaries) receives any cash proceeds from any incurrence by Holdings or any of its Subsidiaries (other than Newco and its Subsidiaries) of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04 as such Section is in effect on the Effective Date), an amount equal to 100% of the cash proceeds of the respective incurrence of Indebtedness (net of underwriting or placement discounts and commissions and other costs associated therewith) shall be applied in accordance with the requirements of Sections 4.02(i) and (j). (ii) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Effective Date upon which Newco or any of its Subsidiaries receives any cash proceeds from any incurrence by Newco or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04 as such Section is in effect on the Effective Date), an amount equal to 100% of the cash proceeds of the respective incurrence of Indebtedness (net of underwriting or placement discounts and commissions and other costs associated therewith) shall be applied in accordance with the requirements of Sections 4.02(h) and (j). (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Effective Date upon which Holdings or any of its Subsidiaries (other than Newco and its Subsidiaries) receives cash proceeds from any sale of assets (including capital stock and securities held thereby but excluding (x) sales of assets permitted by Sections 9.02(v), (vi), (viii), (ix) (except to the extent required to be applied pursuant to the proviso to said clause (ix)) and (x), an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied in accordance with the requirements of Sections 4.02(i) and (j). (ii) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Effective Date upon which Newco or any of its Subsidiaries receives cash proceeds from any sale or assets (including capital stock and securities held thereby but excluding (x) sales of assets permitted by Section 9.02(v), (vi), (viii), (ix) (except to the extent required to be applied pursuant to the proviso to said clause (ix)) and (x)), an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied in accordance with the requirements of Sections 4.02(h) and (j). (i) In addition to any other mandatory repayments pursuant to this Section 4.02, on each Excess Cash Payment Date, an amount equal to 75% (or 50% (or such greater percentage, between 50% and 100%, as is needed to cause the Leverage Ratio requirement hereinafter described to be satisfied) if on such Excess Cash Payment Date (x) no Default or Event of Default then exists and (y) the Leverage Ratio, after the required application pursuant to this clause (f), is less than 3.25:1.00) of the Holdings Excess Cash Flow for the relevant Excess Cash Payment Period shall be applied in accordance with the requirements of Sections 4.02(i) and (j). (ii) In addition to any other mandatory repayments pursuant to this Section 4.02, on each Excess Cash Payment Date, an amount equal to 75% (or 50% (or such greater percentage, between 50% and 100%, as is needed to cause the Leverage Ratio requirement hereinafter described to be satisfied) if on such Excess Cash Payment Date (x) no Default or Event of Default then exists and (y) the Leverage Ratio, after the required application pursuant to this clause (f), is less than 3.25:1.00) of the Newco Excess Cash Flow for the relevant Excess Cash Payment Period shall be applied in accordance with the requirements of Section 4.02(h) and (j). (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 30 days following each date after the Effective Date on which Holdings or any of its Subsidiaries receives any proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event (net of costs and taxes incurred in connection with such Recovery Event) shall be applied in accordance with the requirements of Sections 4.02(i) and (j), provided that (x) so long as no Default or Event of Default then exists and such proceeds do not exceed $5,000,000, such proceeds shall not be required to be so applied on such date to the extent that Adience has delivered a certificate to the Administrative Agent.Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within 365 days following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) so long as n

Mandatory Repayments and Commitment Reductions. (a) (i) If On any day on any date which the sum of (xI) the aggregate outstanding principal amount of all Revolving Loans made by Non-Defaulting Lenders and (after giving effect to all other repayments thereof on such date (for this purpose, using the Dollar Equivalent for all Alternate Currency Revolving Loans)), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (yIII) the WC aggregate amount of all the Letter of Credit Outstandings on such date, exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower Borrowers shall repay on such date the principal of Swingline LoansLoans and, and after all Swingline Loans have been repaid in full or if no Swingline Loans are or remain outstanding, the principal of Revolving Loans (in the case of Non-Defaulting Lenders payments made with respect to Alternate Currency Revolving Loans, taking the Dollar Equivalent of the amounts paid in the respective Alternate Currency in which payments on such Alternate Currency Revolving Loans are owing) in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting LendersLoans, the aggregate amount of WC the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower Borrowers shall pay to the Administrative Agent at the Payment Office on such date an amount in of cash and/or or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold ), such payment cash or Cash Equivalents to be held as security for the all obligations of the Borrower to Non-Defaulting Lenders Borrowers hereunder pursuant to in a cash collateral agreement account to be entered into in form and substance reasonably satisfactory to established by the Administrative Agent.

Mandatory Repayments and Commitment Reductions. (A) (a) (i) If On any day on any date which the sum of (x) the aggregate outstanding principal amount of the Revolving Loans made by Non-Defaulting Lenders and Loans, Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings on such date, exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall repay prepay on such date the principal of Swingline Loans, Loans and if no after the Swingline Loans are or remain outstandinghave been repaid in full, the principal of Revolving Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting LendersLoans, the aggregate amount of WC the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount in of cash and/or or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold ), such payment cash or Cash Equivalents to be held as security for the all obligations of the Borrower to Non-Defaulting Lenders hereunder pursuant to under Section 2.04(a) in a cash collateral agreement account to be entered into in form and substance reasonably satisfactory to established by the Administrative Agent. So long as no Default or Event of Default is then continuing, such cash or Cash Equivalents shall be released to the Borrower when such obligations under Section 2.04(a) are satisfied or as may be necessary to insure that the amount of such cash or Cash Equivalents do not exceed the Letter of Credit Outstandings.