FOURTH AMENDMENT AND RELEASE

Exhibit 10.1

FOURTH AMENDMENT AND RELEASE

          FOURTH AMENDMENT AND RELEASE, dated as of June 22, 2009 (this “Amendment”), to the Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 (as amended prior to the date hereof, the “Credit Agreement”), among ▇▇▇▇ CORPORATION, a Delaware corporation (the “U.S. Borrower”), certain Subsidiaries of ▇▇▇▇ CORPORATION, the several lenders from time to time parties thereto (the “Lenders”), the several agents parties thereto and JPMORGAN CHASE BANK, N.A., as general administrative agent (the “General Administrative Agent”).

W I T N E S S E T H:

          WHEREAS, pursuant to the Amended and Restated Subsidiary Guarantee, dated as of April 25, 2006 (the “Subsidiary Guarantee”), among certain subsidiaries of the U.S. Borrower (collectively, the “Guarantors”) and the General Administrative Agent, the Guarantors have guaranteed the payment and performance of the Obligations;

          WHEREAS, the Majority Lenders have decided, upon the terms and subject to the conditions set forth herein, to grant authority to the General Administrative Agent to release certain Foreign Subsidiaries that are Guarantors from their obligations under the Subsidiary Guarantee;

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          SECTION 1. Defined Terms. (a) Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

          (b) As used herein, the following terms shall have the following meanings:

          “Existing Bonds”: the collective reference to the 2013 Bonds, the 2014 Bonds and the 2016 Bonds.

          “Officers’ Certificate”: as defined in the 2013/2016 Indenture or the 2014 Indenture, as applicable.

          “2013 Bonds”: the 8¹/2% Senior Notes due 2013 issued pursuant to the 2013/2016 Indenture.

          “2013/2016 Indenture”: the Indenture dated as of November 24, 2006 among the U.S. Borrower, as issuer, certain of its Subsidiaries, as guarantors, and The Bank of New York Trust Company, N.A., as trustee, as amended and supplemented.

          “2016 Bonds”: the 8³/4% Senior Notes due 2016 issued pursuant to the 2013/2016 Indenture.

          SECTION 2. Release of Guarantees. The undersigned Lenders hereby agree and hereby authorize the General Administrative Agent to release each of ▇▇▇▇ Automotive (▇▇▇▇) Spain S.L and ▇▇▇▇ Corporation Mexico, S. de ▇.▇. de C.V. (as successor to ▇▇▇▇ Corporation Mexico, S.A. de C.V.) (collectively, the “Foreign Guarantors”) from its obligations under the Subsidiary Guarantee. The release of the Foreign Guarantors under the Subsidiary Guarantee shall not be effective unless and until the

 2

General Administrative Agent delivers to the U.S. Borrower a formal written release stating that such release is delivered pursuant to this Amendment..

          SECTION 3. Notice. The U.S. Borrower agrees to deliver promptly following request by the Administrative Agent to the trustees for the Existing Bonds Officers’ Certificates certifying that the Foreign Guarantors have ceased to be Guarantors of the Credit Agreement under the Subsidiary Guarantee (or will cease to be Guarantors concurrently with their ceasing to be guarantors of the Existing Bonds).

          SECTION 4. Senior Credit Facility. The Borrower represents and warrants that there are no Senior Credit Facilities (as defined in the 2014 Indenture and the 2013/2016 Indenture) other than the Credit Agreement.

          SECTION 5. Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which the following conditions shall have been satisfied or waived:

          (a) the General Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of the U.S. Borrower, the other Borrowers and the Majority Lenders; and

          (b) the General Administrative Agent shall have received an executed Acknowledgment and Consent, in the form set forth at the end of this Amendment, from each Loan Party signatory thereto.

          SECTION 6. Effect on the Loan Documents. (a) Except as specifically amended or waived herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Each Borrower hereby agrees, with respect to each Loan Document to which it is a party, that: (i) all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis after giving effect to this Amendment and (ii) all of the Liens and security interests created and arising under such Loan Document shall remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to this Amendment, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement.

          (b) Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the General Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

          (c) Each Borrower and the other parties hereto acknowledge and agree that this Amendment shall constitute a Loan Document.

          SECTION 7. Expenses. The U.S. Borrower agrees to pay or reimburse the General Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment and any other documents prepared in connection herewith, including, without limitation, the reasonable fees and disbursements of counsel to the General Administrative Agent.

          SECTION 8. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS

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OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SUBSECTION 17.13 OF THE CREDIT AGREEMENT AS IF SUCH SUBSECTION WERE SET FORTH IN FULL HEREIN.

          SECTION 9. Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[Remainder of page intentionally left blank.]

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

		Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the ▇▇▇▇ Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
		BNP Paribas
		(Name of Lender)
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇   Name: ▇▇▇▇ ▇▇▇▇▇▇
				Title: Managing Director
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
				Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
				Title: Director
		Platinum Grove Contingent Capital Master Fund Ltd.
		(Name of Lender)
		By:		/s/ Chi-Fu ▇▇▇▇▇   Name: Chi-Fu ▇▇▇▇▇
				Title:
		Carlyle High Yield Partners VIII, Ltd.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇   Name: ▇▇▇▇▇ ▇▇▇▇
				Title: Managing Director
		Carlyle High Yield Partners IX, Ltd.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇   Name: ▇▇▇▇▇ ▇▇▇▇
				Title: Managing Director
		Carlyle High Yield Partners 2008-1, Ltd.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇   Name: ▇▇▇▇▇ ▇▇▇▇
				Title: Managing Director
		Carlyle Credit Partners Financing I, Ltd.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇   Name: ▇▇▇▇▇ ▇▇▇▇
				Title: Managing Director

		Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the ▇▇▇▇ Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
		Carlyle High Yield Partners X, Ltd.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇   Name: ▇▇▇▇▇ ▇▇▇▇
				Title: Managing Director
		Carlyle High Yield Partners VII, Ltd.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇   Name: ▇▇▇▇▇ ▇▇▇▇
				Title: Managing Director
		Carlyle High Yield Partners VI, Ltd.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇   Name: ▇▇▇▇▇ ▇▇▇▇
				Title: Managing Director
		Carlyle High Yield Partners IV, Ltd.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇   Name: ▇▇▇▇▇ ▇▇▇▇
				Title: Managing Director
		Lord ▇▇▇▇▇▇ Investment Trust-
		Lord ▇▇▇▇▇▇ Floating Rate Fund
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇   Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
				Title: Portfolio Manager

		Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the ▇▇▇▇ Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
		Golden Knight II CLO, Ltd.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇   Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
				Title: Portfolio Manager
		LORD ▇▇▇▇▇▇ & CO. LLC
		AS COLLATERAL MANAGER
		Black Diamond International Funding, Ltd.
		By: BDCM Fund Adviser, L.L.C.
		As Its Collateral Manager
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇   Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
				Title: Managing Principal
		BLACK DIAMOND CLO 2006-1 (CAYMAN), Ltd.
		By: Black Diamond CLO 2006-1 Adviser, L.L.C.
		As Its Collateral Manager
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇   Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
				Title: Managing Principal
		GULF STREAM COMPASS CLO 2005-II, LTD
		By: Gulf Stream Asset Management LLC
		As Collateral Manager
		GULF STREAM-SEXTANT CLO 2006-I, LTD
		By: Gulf Stream Asset Management LLC
		As Collateral Manager
		By:		/s/ ▇▇▇▇▇ ▇. Love
		Name: ▇▇▇▇▇ ▇. Love
		Title: Chief Credit Officer
		Deutsche Bank AG London Branch
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇   Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
				Title: Vice President
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇              ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
				Assistant Vice President

		Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the ▇▇▇▇ Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
		▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
		Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title: Vice President
		The Bank of Nova Scotia
		(Name of Lender)
		By:		/s/ ▇. ▇. ▇▇▇▇   Name: ▇. ▇. ▇▇▇▇
				Title: Managing Director
		Bank of America, N.A.
		(Name of Lender)
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇   Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
				Title: SVP
		Bayerische Hypo-Und Vereinsbank, AG
		New York Branch
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
				Director
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
				Managing Director
		ICAHN PARTNERS LP
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇   Name: ▇▇▇▇▇ ▇▇▇▇▇
				Title: CCO

		Approved by
		Law Dept.
		By:		MPL
		Date: 6-24-09

OAK HILL CREDIT PARTNERS II, LIMITED, as a Lender						OAK HILL CREDIT PARTNERS III, LIMITED, as a Lender
By: Oak Hill CLO Management II, LLC As Investment Manager						By: Oak Hill CLO Management III, LLC As Investment Manager
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇				By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇						Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Person						Title: Authorized Person
OAK HILL CREDIT PARTNERS IV, LIMITED, as a Lender						OAK HILL CREDIT PARTNERS V, LIMITED, as a Lender
By: Oak Hill CLO Management IV, LLC As Investment Manager						By: Oak Hill Advisors, L.P. As Portfolio Manager
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇				By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇						Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Person						Title: Authorized Person
OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD., as a Lender						OHA PARK AVENUE CLO I, LTD., as a Lender
						By: Oak Hill Advisors, L.P. As Investment Manager
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Person						By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
						Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
						Title: Authorized Person

Stichting Bedrijfstakpensioenfonds Voor de Metalektro, as a Lender						GMAM GROUP PENSION TRUST I, as a Lender
By: Oak Hill Advisors, L.P. As Investment Manager						By: STATE STREET BANK AND TRUST COMPANY, solely as Trustee
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇				By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇						Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Person						Title: Officer

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the ▇▇▇▇ Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

COMERICA BANK

(Name of Lender)

CFIP Master Fund, Ltd.

By: Chicago Fundamental Investment Partners, LLC,
its Investment Manager

(Name of Lender)

CHGO Loan Funding Ltd.

By: Chicago Fundamental Investment Partners, LLC,
as Collateral Manager

(Name of Lender)

NORTHWOODS CAPITAL IV, LIMITED
BY: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & CO., L.P.,
AS COLLATERAL MANAGER

NORTHWOODS CAPITAL V, LIMITED
BY: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & CO., L.P.
AS COLLATERAL MANAGER

NORTHWOODS CAPITAL VI, LIMITED
BY: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & CO., L.P.
AS COLLATERAL MANAGER

NORTHWOODS CAPITAL VII, LIMITED
BY: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & CO., L.P.
AS COLLATERAL MANAGER

NORTHWOODS CAPITAL VIII, LIMITED
BY: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & CO., L.P.,
AS COLLATERAL MANAGER

JRG Reinsurance Company, Ltd.
By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., L.P.
As Investment Manager

(Name of Lender)

ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.

By:     ARES ENHANCED LOAN MANAGEMENT IR, L.P.,
as Portfolio Manager

By:     Ares Enhanced Loan IR GP, LLC, as its General Partner

By:     Ares Management LLC, as its Manager

ARES ENHANCED LOAN INVESTMENT STRATEGY IR-B LTD.

By:     ARES ENHANCED LOAN MANAGEMENT IR-B, L.P.,
as Portfolio Manager

By:     Ares Enhanced Loan IR-B GP, LLC, as its General Partner

By:     Ares Management LLC, as its Manager

ARES XI CLO Ltd.

By: ARES CLO MANAGEMENT XI, L.P.

By: ARES CLO GP XI, LLC, ITS GENERAL PARTNER

By: ARES MANAGEMENT LLC, ITS MANAGER

Ares X CLO Ltd.

By:     Ares CLO Management X, L.P.,

Investment Manager

By:     Ares CLO GP X, LLC,

Its General Partner

Ares VR CLO Ltd.

By:     Ares CLO Management VR, L.P.,

Investment Manager

By:     Ares CLO GP VR, LLC,

Its General Partner

Ares VIR CLO Ltd.

By:     Ares CLO Management VIR, L.P.,

Investment Manager

By:     Ares CLO GP VIR, LLC,

Its General Partner

Ares VII CLO Ltd.

By:     Ares CLO Management VII, L.P.,

Investment Manager

By:     Ares CLO GP VII, LLC,

Its General Partner

Ares VIII CLO Ltd.

By:     Ares CLO Management VIII, L.P.,

Investment Manager

By:     Ares CLO GP VIII, LLC,

Its General Partner

Ares IX CLO Ltd.

By:     Ares CLO Management IX, L.P.,

Investment Manager

By:     Ares CLO GP IX, LLC,

Its General Partner

By:     Ares Management LLC,

Its Managing Member

Global Loan Opportunity Fund B.V.

By: Ares Management Limited, its Portfolio Manager

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the ▇▇▇▇ Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

Styx Partners, L.P.

(Name of Lender)

By: Styx Associates LLC,
       its General Partner

Hillmark Funding Ltd.
by: Hillmark Capital
Management, L.P. as Collateral Manager: as a Lender

(Name of Lender)

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the ▇▇▇▇ Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

Waveland — INGOTS, LTD.

By:       Pacific Investment Management Company LLC,

as its Investment Advisor

Loan Funding III (Delaware) LLC

By:       Pacific Investment Management Company LLC,

as its Investment Advisor

Southport CLO, Limited

By:       Pacific Investment Management Company LLC,

as its Investment Advisor

Fairway Loan Funding Company

By:       Pacific Investment Management Company LLC,

as its Investment Advisor

Mayport CLO Ltd.

By:       Pacific Investment Management Company LLC,

as its Investment Advisor

Oregon Public Employees Retirement Fund

(Name of Lender)

		Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the ▇▇▇▇ Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
		KKR Financial CLO 2007-1, Ltd.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Title: Authorized Signatory

		KKR Financial CLO 2009-1, Ltd.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Title: Authorized Signatory

		KKR Financial CLO 2007-A, Ltd.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Title: Authorized Signatory

		KKR Financial CLO 2005-1, Ltd.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Title: Authorized Signatory

		KKR Financial CLO 2006-1, Ltd.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Title: Authorized Signatory

		Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the ▇▇▇▇ Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
		KKR Financial CLO 2005-2, Ltd.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Title: Authorized Signatory

		Sankaty Advisors, LLC as Collateral Manager for ▇▇▇▇▇ POINT CLO, LTD., as Term Lender
		(Name of Lender)
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Title:		Chief Compliance Officer Assistant Secretary

		Sankaty Advisors, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender
		(Name of Lender)
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Title:		Chief Compliance Officer Assistant Secretary

		Sankaty Advisors, LLC as Collateral Manager for Loan Funding XI LLC, As Term Lender
		(Name of Lender)
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Title:		Chief Compliance Officer Assistant Secretary

		Chatham Light II CLO, Ltd By: Sankaty Advisors, LLC as Collateral Manager
		(Name of Lender)
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Title:		Chief Compliance Officer Assistant Secretary

		Katonah III, Ltd. by Sankaty Advisors LLC as Sub-Advisors
		(Name of Lender)
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Title:		Chief Compliance Officer Assistant Secretary

		Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the ▇▇▇▇ Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
		Katonah IV, Ltd. by Sankaty Advisors, LLC as Sub-Advisors
		(Name of Lender)
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Title:		Chief Compliance Officer Assistant Secretary

		Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender
		(Name of Lender)
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Title:		Chief Compliance Officer Assistant Secretary

		Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender
		(Name of Lender)
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Title:		Chief Compliance Officer Assistant Secretary

		Sankaty Advisors, LLC as Collateral Manager for Race Point III CLO, Limited, as Term Lender
		(Name of Lender)
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Title:		Chief Compliance Officer Assistant Secretary

		Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the ▇▇▇▇ Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
		Race Point IV CLO, Ltd
		By: Sankaty Advisors, LLC as Collateral Manager
		(Name of Lender)
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Title: Chief Compliance Officer           Assistant Secretary
		Sankaty High Yield Partners II, L.P.
		(Name of Lender)
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Title: Chief Compliance Officer           Assistant Secretary
		Sankaty High Yield Partners III, L.P.
		(Name of Lender)
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Title: Chief Compliance Officer           Assistant Secretary
		SSS Funding II
		By: Sankaty Advisors, LLC as collateral Manager
		(Name of Lender)
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
				Title: Chief Compliance Officer           Assistant Secretary
		KINGSLAND II, LTD.
		By: Kingsland Capital Management, LLC as Manager
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
				Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
				Title: Authorized Officer
		KINGSLAND III, LTD.
		By: Kingsland Capital Management, LLC as Manager
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
				Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
				Title: Authorized Officer

		Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the ▇▇▇▇ Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
		KINGSLAND IV, LTD.
		By: Kingsland Capital Management, LLC as Manager
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
				Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
				Title: Authorized Officer
		KINGSLAND V, LTD.
		By: Kingsland Capital Management, LLC as Manager
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
				Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
				Title: Authorized Officer
		CITIBANK, N.A.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
				Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
				Title: MANAGING DIRECTOR — CITIBANK, N.A.           GLOBAL AUTOS & IND DEPT           ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ / ▇▇▇▇ ▇▇           Ph: ▇▇▇-▇▇▇-▇▇▇▇
		THE ROYAL BANK OF SCOTLAND PLC
		(Name of Lender)
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇
				Name: ▇▇▇▇ ▇▇▇▇▇▇
				Title: Senior Vice President
		▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS, LLC
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
				Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
				Title: Authorized Signatory
		VICTORIA FALLS CLO, LTD.
		(Name of Lender)
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
				Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
				Title: SVP

		Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the ▇▇▇▇ Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
		SUMMIT LAKE CLO, LTD. (Name of Lender)
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇   Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
				Title: SVP
		CLEAR LAKE CLO, LTD. (Name of Lender)
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇   Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
				Title: SVP
		DIAMOND LAKE CLO, LTD. (Name of Lender)
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇   Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
				Title: SVP
		ST. ▇▇▇▇▇ RIVER CLO, LTD. (Name of Lender)
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇   Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
				Title: SVP
		Taconic Capital Partners 1.5 L.P. By: Taconic Capital Advisors, LP, as Investment Advisor
		By:		/s/ ▇▇▇ ▇▇▇▇▇▇▇
		Name: ▇▇▇ ▇▇▇▇▇▇▇
		Title: Principal
		Taconic Opportunity Fund L.P. By: Taconic Capital Advisors, LP, as Investment Advisor
		By:		/s/ ▇▇▇ ▇▇▇▇▇▇▇
		Name: ▇▇▇ ▇▇▇▇▇▇▇
		Title: Principal

		Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the ▇▇▇▇ Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
				Zodiac Fund — ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ US
				Senior Loan Fund
		Name		By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Inc. as
				Investment Manager
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
				Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
				Title: Executive Director
		LANDMARK II CDO Limited
		By: Aladdin Capital Management, as a Lender
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇
				Name: ▇▇▇▇▇ ▇▇▇▇▇
				Title: Designated Signatory
		LANDMARK VII CDO Limited
		By: Aladdin Capital Management, as a Lender
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇
				Name: ▇▇▇▇▇ ▇▇▇▇▇
				Title: Designated Signatory
		LANDMARK VIII CLO Limited
		By: Aladdin Capital Management, as a Lender
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇
				Name: ▇▇▇▇▇ ▇▇▇▇▇
				Title: Designated Signatory
		GREYROCK CDO Limited
		By: Aladdin Capital Management, as a Lender
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇
				Name: ▇▇▇▇▇ ▇▇▇▇▇
				Title: Designated Signatory

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the ▇▇▇▇ Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

State Board of Administration of Florida

By:		Hartford Investment Management Company, its Investment Manager

Hartford Institutional Trust, on behalf of its Floating Rate Bank Loan Series

By:		Hartford Investment Management Company, its Investment Manager

The Hartford Mutual Funds, Inc., on behalf of The Hartford Floating Rate Fund

By:		Hartford Investment Management Company, its Sub-advisor

Hartford Series Fund, Inc., on behalf of Hartford High Yield HLS Fund

By:		Hartford Investment Management Company, its Sub-advisor

The Hartford Mutual Funds, Inc., on behalf of The Hartford Strategic Income Fund

By:		Hartford Investment Management Company its Investment Manager

The Investment and Administrative Committee of The ▇▇▇▇ Disney Company Sponsored Qualified Benefit Plans and Key Employees Deferred Compensation and Retirement Plan

By:		Hartford Investment Management Company its Investment Manager

Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the ▇▇▇▇ Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

By: Hartford Investment Management Company, its Sub-advisor

By:		Hartford Investment Management Company its Agent and Attorney-in-Fact

Fraser ▇▇▇▇▇▇▇▇ CLO II Ltd
(Name of Lender)

By:		Fraser ▇▇▇▇▇▇▇▇ Investment Management, LLC as Collateral Manager

Fraser ▇▇▇▇▇▇▇▇ CLO I Ltd
(Name of Lender)

By:		Fraser ▇▇▇▇▇▇▇▇ Investment Management LLC, as Collateral Manager

ACKNOWLEDGMENT AND CONSENT

     Each of the parties hereto hereby acknowledges and consents to the Fourth Amendment and Release, dated as of June 22, 2009 (the “Amendment”; capitalized terms used herein, but not defined, shall have the meanings set forth in the Amendment), to the Credit Agreement, dated as of April 25, 2006 (the “Existing Credit Agreement”), among ▇▇▇▇ CORPORATION, a Delaware corporation, certain Subsidiaries of ▇▇▇▇ CORPORATION, the several lenders from time to time parties thereto, the several agents parties thereto and JPMORGAN CHASE BANK, N.A., as general administrative agent, and agrees with respect to each Loan Document to which it is a party:

     (a) all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis after giving effect to the Amendment and the release of guarantees described therein and its guarantee, if any, of the obligations, liabilities and indebtedness of the Loan Parties under the Existing Credit Agreement shall extend to and cover all Extensions of Credit and interest thereon and fees and expenses and other obligations in respect thereof and in respect of commitments related thereto; and

     (b) all of the Liens and security interests created and arising under such Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continue in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to the Amendment, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees, if any, in the Loan Documents.

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