Unassociated Document

“Second Lien Security Documents” means, collectively, the Second Lien Note Security Agreement, the Second Lien Note Mortgages, the Second Lien Note Control Agreements, the Intercreditor Agreement, the Collateral Trust Agreement and each other security agreement, pledge agreement or other instrument or agreement executed and delivered to or in favor of the Collateral Trustee to secure the Obligations of the Obligors under the Second Lien Notes and the Second Lien Note Indenture.

“Secured Parties” means, collectively, First Lien Secured Parties, the holders of the Second Lien Notes and the trustee under the Second Lien Note Indenture.

“Security Agreement” means the First Lien Pledge and Security Agreement dated as of the Issue Date among the Collateral Trustee and the Obligors, relating to the Notes and the Note Guarantees, as amended, supplemented or otherwise modified from time to time.

“Security Documents” means, collectively, the First Lien Security Documents and the Second Lien Note Security Documents and each other security agreement, pledge agreement or other instrument or agreement executed and delivered to or in favor of the Collateral Trustee to secure the Obligations of the Obligors under the any Secured Debt.

“Securities Act” means the Securities Act of 1933, as amended.

“Specified Courts” has the meaning ascribed to such term in Section 12.09 hereof.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means (x) the Second Lien Notes and (y) any unsecured Indebtedness of the Obligors incurred after the Issue Date that (i) by its express terms (or by the terms of the instrument under which it is outstanding and to which appropriate reference is made in the instrument evidencing such Subordinated Indebtedness) is made subordinate and junior in right of payment to the Notes and the Note Guarantees (ii) does not have any scheduled payment of principal other than upon final maturity and (iii) has a final maturity date that is at least six months after the final maturity date of the Second Lien Notes.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Consolidated by the Parent and/or the Issuer. References herein to “Subsidiary” or “Subsidiaries” shall, unless the context requires otherwise, be deemed to be references to a Subsidiary or Subsidiaries of Parent.

“Synthetic Debt” means, with respect to any Person, without duplication of any clause within the definition of “Indebtedness,” all (a) Obligations of such Person under any lease that is treated as both (i) an operating lease for financial accounting purposes and (ii) a financing lease for tax purposes (i.e., a “synthetic lease”) as the same would be determined in accordance with GAAP and other pronouncements interpretations and guidance of the Financial Accounting Standards Board as in effect at the Effective Time, without regard to any amendments thereto, (b) Obligations of such Person in respect of transactions entered into by such Person, the proceeds from which would be reflected on the financial statements of such Person in accordance with GAAP as cash flows from financings at the time such transaction was entered into (other than as a result of the issuance of shares of capital stock or other equity interests) and (c) Obligations of such Person in respect of other transactions entered into by such Person that are not otherwise addressed in the definition of “Indebtedness” or in clause (a) or (b) above that are intended to function primarily as a borrowing of funds (including, without limitation, any minority interest transactions that function primarily as a borrowing).

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Tax Returns” means all returns, elections filings, forms, and any other documents (whether in electronic, tangible or any other form whatsoever) made, prepared or filed, or to be made, prepared or filed in respect of Taxes.

“Total Voting Power” means, with respect to any Person, the total number of votes which holders of securities having the ordinary power to vote, in the absence of contingencies, are entitled to cast in the election of directors of such Person.

“Trademarks” means all trademarks (including service marks), federal and state trademark registrations and applications made by the Obligors, common law trademarks and trade names owned by or assigned to the Obligors, all registrations and applications for the foregoing and all exclusive and nonexclusive licenses from third parties of the right to use trademarks of such third parties, including the registrations, applications, unregistered trademarks, service marks and licenses listed on Schedule 5.05, along with any and all (a) renewals thereof, (b) income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including damages, claims and payments for past or future infringements thereof, (c) rights to sue for past, present and future infringements thereof, and (d) foreign trademarks, trademark registrations, and trade name applications for any thereof and any other rights corresponding thereto throughout the world.

“TIA” means the Trust Indenture Act of 1939, as in effect on the date on which this Indenture is qualified under the TIA.

“Triumph” means Triumph Learning, LLC, a Delaware limited liability company.

“Trustee” means Wells Fargo Bank, N.A., until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

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

“UK Subsidiary” means W.F. Howes Limited, a company incorporated under the laws of England and Wales with registered number 03662159.

“U.S. Dollars” or “$” refers to lawful money of the United States of America.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Wholly Owned Subsidiary” means, with respect to any Person at any date, any corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing 100% of the equity or ordinary voting power (other than directors’ qualifying shares) or, in the case of a partnership, 100% of the general partnership interests are, as of such date, directly or indirectly owned, controlled or held by such Person or one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

Section 1.02 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes means the Issuer and any successor obligor upon the Notes.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule under the TIA have the meanings so assigned to them.

Section 1.03 Rules of Construction.

(a) Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(iii) “or” is not exclusive;

(iv) words in the singular include the plural, and in the plural include the singular;

(v) provisions apply to successive events and transactions; and

(vi) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the Commission from time to time.

ARTICLE TWO

THE NOTES

Section 2.01 Form and Dating.

(a) General. The Notes and the Trustee’s authentication thereof shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be issued in registered, global form without interest coupons and only shall be in minimum denominations of $1.00 and integral multiples of $1.00 in excess thereof.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (and shall include the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.07 hereof.

Section 2.02 Execution and Authentication.

Two Officers of the Issuer shall sign the Notes for the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Issuer may, subject to Article Four of this Indenture and applicable law, issue Additional Notes under this Indenture. The Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture.

The Trustee shall, upon a written order of the Issuer signed by two Officers of the Issuer (an “Authentication Order”), authenticate Notes for original issue on the date hereof of $100 million. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of an Authentication Order, authenticate Notes for original issue in aggregate principal amount specified in such Authentication Order. The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

Section 2.03 Methods of Receiving Payments on the Notes.

If a Holder has given wire transfer instructions to the Issuer, the Issuer shall pay, or cause the Paying Agent to pay, all principal, interest and premium and Additional Amounts, if any, on that Holder’s Notes in accordance with those instructions. All other payments on Notes shall be made at the office or agency of the Paying Agent and Registrar unless the Issuer elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

Section 2.04 Registrar and Paying Agent.

(a) The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer, the Parent or any of their respective Subsidiaries may act as Paying Agent or Registrar.

(b) The Issuer initially appoints DTC to act as Depositary with respect to the Global Notes.

(c) The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.05 Paying Agent to Hold Money in Trust.

The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or one of the other Obligors) shall have no further liability for the money. If the Issuer, the Parent, or one of their respective Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Parent or any of their respective Subsidiaries, the Trustee shall serve as Paying Agent for the Notes.

Section 2.06 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuer shall otherwise comply with TIA § 312(a).

Section 2.07 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes are exchangeable by the Issuer for Definitive Notes if (i) DTC (A) notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes and the Issuer fails to appoint a successor Depositary or that it (B) has ceased to be a clearing agency registered under the Exchange Act and the Issuer fails to appoint a successor Depositary; (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes; or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b) or (c) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in Global Notes. Beneficial interests in any Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in a Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.07(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.07(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount at maturity of the relevant Global Notes pursuant to Section 2.07(g) hereof.

(c) Transfer or Exchange of Beneficial Interests in Global Notes for Definitive Notes. If any Holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.07(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.07(g) hereof, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.07(c) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes. A Holder of an Definitive Note may exchange such Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Global Notes.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.07(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing.

(f) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO THE SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

(g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(h) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s order or at the Registrar’s request.

(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11, 3.06, 3.07, 3.08 and 9.05 hereof).

(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid and legally binding obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile or electronic transmission with the original to follow by first class mail.

Section 2.08 Replacement Notes.

(a) If any mutilated Note is surrendered to the Trustee or the Issuer and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its expenses in replacing a Note.

(b) Every replacement Note is an additional obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.09 Outstanding Notes.

(a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.10 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

(b) If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

(c) If the principal amount of any Note is considered paid under Section 4A.14 hereof, it ceases to be outstanding and interest on it ceases to accrue.

(d) If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any of the foregoing) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.10 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or the Parent or any of their respective Subsidiaries, shall be considered as though not outstanding (but, to the fullest extent permitted by the TIA, Notes owned or held by any other Affiliate of the Issuer or the Parent shall be deemed to be outstanding for all purposes under this Indenture), except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded.

Section 2.11 Temporary Notes.

(a) Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

(b) Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

Section 2.12 Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of canceled Notes in accordance with its procedures for the disposition of canceled securities in effect as of the date of such disposition (subject to the record retention requirement of the Exchange Act). Certification of the disposition of all canceled Notes shall be delivered to the Issuer. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.13 Defaulted Interest.

If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4A.14 hereof. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuer shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall deliver or cause to be delivered to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.14 CUSIP Numbers.

The Issuer in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee of any change in the “CUSIP” numbers.

ARTICLE THREE

REDEMPTION

Section 3.01 Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof or the Issuer is required to redeem Notes pursuant to the mandatory redemption provisions of Section 3.08 hereof, in either case, it shall furnish to the Trustee, at least 10 Business Days but not more than 30 Business Days before a redemption date, an Officers’ Certificate setting forth (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed.

(a) If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes for redemption as follows (i) if the Notes are listed on any national securities exchange, in compliance with the requirements of such principal national securities exchange, or, (ii) if the Notes are not so listed, on a pro rata basis, subject to adjustments so that no Notes of $1,000 or less will be redeemed in part.

(b) The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. No Notes in amounts of $1,000 or less shall be redeemed in part. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Section 3.03 Notice of Redemption.

(a) At least 10 Business Days but not more than 30 Business Days before a redemption date, the Issuer shall deliver or cause to be delivered, by first class mail or electronic transmission, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.

The notice shall identify the Notes to be redeemed and shall state:

(i) the redemption date;

(ii) the redemption price;

(iii) if any Note is being redeemed in part only, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a Note in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder thereof upon cancellation of the original Note;

(iv) the name and address of the Paying Agent;

(v) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price and become due on the date fixed for redemption;

(vi) that, unless the Issuer defaults in making such redemption payment, interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date;

(vii) the paragraph of the Notes and/or the Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

(b) At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided, however, that the Issuer shall have delivered to the Trustee, at least 15 Business Days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. The notice, if delivered in the manner provided herein shall be presumed to have been given, whether or not the Holder receives such notice.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is delivered in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may be conditional provided that any preconditions to a redemption shall be set forth in the notice of redemption. If one or more conditions specified with respect to a redemption are not satisfied or waived, the date of redemption shall be deemed not to have occurred for all purposes of this Indenture and the Issuer shall give written notice of such non-occurrence to the Holders of the applicable Notes and to the Trustee.

Section 3.05 Deposit of Redemption Price.

(a) One Business Day prior to the redemption date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed on that date and all Additional Amounts, if any. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed.

(b) If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4A.14 hereof.

Section 3.06 Notes Redeemed in Part.

Upon surrender and cancellation of a Note that is redeemed in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered. No Notes in denominations of $1,000 or less shall be redeemed in part.

Section 3.07 Optional Redemption.

(a) At any time the Issuer may redeem all or a part of the Notes upon not less than 10 Business Days’ nor more than 30 Business Days’ prior notice to the Holders, at the redemption prices set forth below (expressed as percentages of principal amount), plus accrued and unpaid interest and Additional Amounts, if any, on the Notes to be redeemed to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the related interest payment date), if redeemed during the twelve-month period beginning on March 15 of the years indicated below:

Year	Percentage
2010		101.00	%
2011		101.00	%
2012 and thereafter		100.00	%

(b) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

(a) The Issuer shall be obligated to redeem the Notes as follows:

(i) Incurrence of Indebtedness: If after the Issue Date any Obligor incurs Indebtedness under clause (g) of Section 4B.01 hereof, the Issuer shall, within 15 Business Days after the date of such incurrence, redeem an aggregate principal amount of Notes equal to (x) 50% of the amount of Net Cash Proceeds received by any Obligor from the incurrence of the first $7.0 million aggregate principal amount of such Subordinated Indebtedness (rounded down to the nearest $1,000 principal amount) and (y) 100% of the amount of the Net Cash Proceeds received by any Obligor from the incurrence of Subordinated Indebtedness in excess of $7.0 million aggregate principal amount (rounded down to the nearest $1,000 principal amount) at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date.

(ii) Issuance or Sale Equity Securities. If any Obligor issues or sells equity securities (other than (w) the issuance by Parent of the New Common Stock or the Exit Warrants as of the Effective Time pursuant to the Plan and the issuance of shares of New Common Stock of Parent upon the “cashless exercise” of Exit Warrants pursuant to the terms of the Exit Warrants, (x) the issuance of equity securities in the Rights Offering, (y) the issuance of Qualified Equity Interests of Parent in connection with stock options or the exercise of employee compensation under any employee benefit or incentive plan or similar arrangement, (z) any issuance of Qualified Equity Interests of Parent permitted under Section 4B.06(b) hereof), the Issuer shall, within 15 Business Days after the date of the issuance of such equity securities, redeem an aggregate principal amount of Notes equal to 50% of the amount of the Net Cash Proceeds received by any Obligor from such issuance of equity securities (rounded down to the nearest $1,000 principal amount) at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing either before or after giving effect thereto, the Issuer shall not be required to redeem any Notes pursuant to this Section 3.08(a)(ii) with respect to the first $10.0 million of Net Cash Proceeds received by the Obligors from the issuance of Qualified Equity Interests of Parent to the extent that such Net Cash Proceeds are used to make a Permitted Acquisition, Capital Expenditures permitted by this Indenture or for general corporate purposes.

(iii) Sale of Assets. If after the Issue Date any Obligor consummates a Disposition (other than Dispositions permitted by Section 4B.04(c)(ii) hereof and Dispositions permitted by Section 4B.04(b) hereof), the Issuer shall or shall cause the applicable Obligor to apply the Net Cash Proceeds received from such Disposition (x) within 180 days after such receipt, to make a Permitted Acquisition, to replace the assets disposed of by the Obligors in the Dispositions or make a Capital Expenditure permitted by this Indenture; provided that the aggregate amount of Net Cash Proceeds that may be applied pursuant to this sub-clause (x) since the date of this Indenture shall not exceed $5 million in the aggregate and (y) to the extent such Net Cash Proceeds are not applied within such 180-day period in the manner provided in the preceding clause (x) (any such remaining Net Cash Proceeds referred to herein as “Excess Asset Sale Proceeds”), to redeem an aggregate principal amount of Notes equal to 100% of the amount of such Excess Asset Sale Proceeds (rounded down to the nearest $1,000 principal amount), within 15 Business Days after such 180th day (subject to Section 3.08(b) hereof), at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date.

(iv) Proceeds of Casualty Events. Upon the receipt after the Issue Date by the Collateral Trustee or the Obligors of the proceeds of insurance, a condemnation award or other compensation in respect of any Casualty Event affecting any property of the Obligors, the Issuer shall or shall cause the applicable Obligor to apply the Net Cash Proceeds received in respect of any Casualty Event (x) within 180 days after such receipt, to make a Permitted Acquisition, to replace the assets that were the subject of the Casualty Event or make a Capital Expenditure permitted by this Indenture and (y) to the extent such Net Cash Proceeds are not applied within such 180-day period in the manner provided in the preceding clause (x) (any such remaining Net Cash Proceeds referred to herein as “Excess Casualty Event Proceeds”), the Issuer shall, within 15 Business Days after such 360th day (subject to Section 3.08(b) hereof), redeem an aggregate principal amount of Notes equal to 100% of the amount of such Excess Casualty Event Proceeds (rounded down to the nearest $1,000 principal amount) at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date.

(v) Extraordinary Receipts. Upon the receipt after the Issue Date by any Obligors of any Extraordinary Receipts (other than (A) proceeds from any key man life insurance policy not constituting Collateral, (B) liability insurance proceeds which are payable to a third party as a result of any liability of an Obligor, (C) workers’ compensation insurance, directors’ and officers’ insurance and health insurance payable to workers, directors, officers or employees and (D) proceeds from business interruption insurance), the Issuer shall, within 15 Business Days of receipt of such Extraordinary Receipts (subject to Section 3.08(b) hereof), redeem the Notes in an aggregate principal amount equal to 100% of such Extraordinary Receipts (rounded down to the nearest $1,000 principal amount) at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the redemption date. Notwithstanding the foregoing, as long as no Event of Default shall have occurred and be continuing or otherwise arises as a result thereof, the Issuer shall not be required to redeem any Notes pursuant to this Section 3.08(a)(v) with respect to the first $500,000 of Extraordinary Receipts received by the Obligors in the aggregate to the extent that such Extraordinary Receipts are utilized for working capital purposes, to make Capital Expenditures permitted by this Indenture and for other purposes not prohibited by this Agreement within 180 days after the date of the receipt thereof.

(vi) Change of Control. Within 30 Business Days after the occurrence of a Change of Control, the Issuer shall redeem all of the Notes at a redemption price equal to 101% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

(b) In the event the Issuer is required to redeem all or any part of the Notes pursuant to clauses (iii), (iv) or (v) of Section 3.08(a) hereof, notwithstanding the foregoing provisions, the Issuer will not be required to redeem the Notes until the amount of Net Cash Proceeds that is required to be used to redeem the Notes pursuant to all such clauses is at least $1 million in the aggregate, and in the event that any redemption of the Notes that is required to be made pursuant to any such clause is not made within the time period set forth in such clause due to the provisions of this Section 3.08(b), the Issuer shall (i) segregate and escrow such Net Cash Proceeds until they are used to redeem the Notes and (ii) redeem the Notes within 15 Business Days after the first date on which the amount of Net Cash Proceeds that is required to be used to redeem the Notes pursuant to all such clauses in the aggregate is at least $1 million.

(c) If any redemption is required to be made in accordance with the terms of this Section 3.08, then such redemption shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof; provided, however, that the Issuer need not issue the notices to the Trustee or otherwise comply with any of the other procedures set forth in Section 3.01 through 3.06 until such time as the payment requirement has affirmatively occurred pursuant to this Section 3.08. For the avoidance of doubt, any notice periods or procedural periods set forth in Sections 3.01 through 3.06 shall be in addition to and not in lieu of the reinvestment and other time periods set forth in this Section 3.08 such that they shall run in a consecutive and not in a concurrent manner.

(d) To the extent the Issuer is required to redeem Notes pursuant to this Section 3.08 and is also required to redeem Second Lien Notes pursuant to similar redemption provisions in the Second Lien Indenture, any funds deposited with the Trustee shall first be applied to redeem the Notes in full before any such funds are applied to redeem any Second Lien Notes.

ARTICLE FOUR

A. AFFIRMATIVE COVENANTS

Until the Notes issued under this Indenture are no longer outstanding, each Obligor (as to itself and each other Obligor) covenants and agrees that:

Section 4A.01. Financial Statements and Other Information.

The Obligors (i) will furnish to the Trustee and each Holder the information described in clauses (a), (c) and (d) below within the time periods set forth therein and (ii) will furnish or make available through reasonable website procedures to beneficial owners of the Notes and, upon request, to prospective investors in the Notes the information described in clauses (a) through (e) below, provided that in the case of clause (a)(iii), clause (b) and clause (c)(iii) below the Company may require the recipient of such information to agree to keep such information confidential pursuant to reasonable confidentiality provisions:

(a) as soon as available and in any event (x) with respect to the fiscal year ended December 31, 2009, by the later of (A) the date that is 120 days after the end of such fiscal year and (B) the date that is 120 days after the Effective Time and (y) with respect to each fiscal year after December 31, 2009, 120 days after the end of such fiscal year:

(i) audited Consolidated statements of operations, shareholders’ equity and cash flows of Parent for such fiscal year and the related Consolidated balance sheets of Parent as at the end of such fiscal year, setting forth in each case in comparative form the corresponding Consolidated figures for the preceding fiscal year, which financial statements shall include in the footnotes thereto, among other things, the information required by Rule 3-10 of Regulation S-X under the Exchange Act; provided however, the Obligors shall not be required to comply with Rule 3-16 of Regulation S-X under the Exchange Act;

(ii) an opinion of J.H. Cohn LLP or any other independent certified public accountants of recognized international standing (and except as otherwise set forth on Schedule 4A.01, without any qualification or exception as to the scope of such audit) stating that such audited consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of the Parent and its Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; and

(iii) a management discussion and analysis that includes a comparison to budget for that fiscal year, and a comparison of performance for that fiscal year to the prior fiscal year;

(b) as soon as available and in any event (x) with respect to the fiscal year ended December 31, 2009, by the later of (A) the date that is 45 days after the end of such fiscal year and (B) the date that is 45 days after the Effective Time and (y) with respect to each fiscal year after December 31, 2009, within 45 days of the end of such fiscal year, unaudited Consolidated statements of operations, shareholders’ equity and cash flows of Parent for such fiscal year and the related Consolidated balance sheets of Parent as at the end of such fiscal year, setting forth in each case in comparative form the corresponding Consolidated figures for the preceding fiscal year, which financial statements need not include footnotes thereto and shall be subject to further year end audit adjustments;

(c) as soon as available and in any event prior to the date that is (x) with respect to the fiscal quarter in which the Effective Time occurs, the date that is 75 days after the end of such quarter and (y) with respect to each fiscal quarter thereafter, 45 days after the end of such fiscal quarter (excluding, in each case, the fourth fiscal quarter of each fiscal year):

(i) Consolidated statements of operations, shareholders’ equity and cash flows of Parent for such fiscal quarter and for the period from the beginning of the respective fiscal year to the end of such fiscal quarter, and the related Consolidated balance sheets of Parent at the end of such period, setting forth in each case in comparative form the corresponding Consolidated figures for the corresponding period in the preceding fiscal year, which financial statements shall include in the footnotes thereto, among other things, the information required by Rule 3-10 of Regulation S-X under the Exchange Act;

(ii) a certificate of a Designated Financial Officer, which certificate shall state that said Consolidated financial statements referred to in the preceding clause (i) fairly present in all material respects the Consolidated financial condition and results of operations of Parent, in each case in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments;

(iii) a management discussion and analysis that includes a comparison to budget for that fiscal quarter, and a comparison of performance for that fiscal quarter to the corresponding period in the prior year;

(d) as soon as available and in any event (i) upon the date on which the quarterly financial statements for each fiscal quarter are required to be delivered pursuant to Section 4A.01(b) hereof, a Compliance Certificate duly executed by a Designated Financial Officer with respect to such quarterly financial statements, and (ii) upon the dates on which the annual financial statements for each fiscal year are required to be delivered pursuant to Section 4A.01(a) hereof, a Compliance Certificate duly executed by a Designated Financial Officer with respect to such annual financial statements; and

(e) In addition, the Issuer shall, for so long as any Notes remain outstanding, (i) comply with the current public information requirements set forth under Rule 144(c) promulgated under the Securities Act in order to allow any Holders that are Affiliates of the Issue to be able to sell their Notes in accordance with Rule 144 and (ii) furnish to the Holders and to prospective investors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4A.02. Notices of Material Events.

The Obligors will furnish to the Trustee and each Holder prompt written notice, and in any event within five Business Days of occurrence, of the following and will make available to beneficial owners of the Notes through reasonable website procedures:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Obligor that would reasonably be expected to result in a Material Adverse Effect if adversely determined;

(c) the occurrence of any ERISA Event related to any Plan or Foreign Plan of any Obligor or Subsidiary or Knowledge of any ERISA Event related to a Plan or Foreign Plan of any other ERISA Affiliate that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in liability of the Obligors or their Subsidiaries in an aggregate amount exceeding $50,000; and

(d) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 4A.02 shall be accompanied by a statement of two Designated Financial Officers setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 4A.03. Existence; Conduct of Business.

The Obligors shall, and shall cause each of their Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges and franchises material to the conduct of its business, except, in the case of this clause (b), such as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation, dissolution or any discontinuance or sale of such business permitted under Section 4B.04.

Section 4A.04. Payment of Obligations.

(a) The Obligors shall, and shall cause each of their Subsidiaries to, pay its obligations, excluding Tax liabilities, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Obligor or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment would not reasonably be expected to result in a Material Adverse Effect.

(b) The Obligors shall, and shall cause each of their Subsidiaries to, duly and timely file all Tax Returns required to be filed and shall duly and timely pay or cause to be paid all Taxes due except when and so long as (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Obligor or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

Section 4A.05. Maintenance of Properties; Insurance. The Obligors shall, and shall cause each of their Subsidiaries to:

(a) keep and maintain all Property material to the conduct of its business in good working order and condition (for the purpose for which it is used), ordinary wear and tear and immaterial loss from casualty and condemnation excepted, and will from time to time make or cause to be made all appropriate repairs, renewals and replacements thereof except where failure to do so would not materially adversely affect the use of the Property; and

(b) maintain insurance, with financially sound and reputable insurance companies, as may be required by law and such other insurance in such amounts and against such risks as are customarily maintained by similarly sized companies engaged in the same or similar businesses operating in the same or similar locations, including business interruption insurance, product liability insurance and, in the event that any Collateral is located in any area that has been designated by the Federal Emergency Management Agency as a “Special Flood Hazard Area,” flood insurance on such Collateral; provided, however, that the Trustee agrees that the Obligors’ insurance policies and coverage levels existing as of the Effective Time are satisfactory to the Collateral Trustee as of the Effective Time. Without limiting the generality of the foregoing, the Obligors shall, and shall cause each of their Subsidiaries to, maintain or cause to be maintained replacement value casualty insurance on the Collateral or any other assets with a fair market value of $1.5 million or greater under such policies of insurance, in each case with such insurance companies, in such amounts, with such deductibles, and covering such terms and risks as are at all times satisfactory to the Collateral Trustee in its commercially reasonable judgment. All general liability and other liability policies with respect to any Obligor shall name the Collateral Trustee for the benefit of the Holders as an additional insured thereunder as its interests may appear, and all business interruption and casualty insurance policies shall contain a loss payable clause or endorsement, satisfactory in form and substance to the Collateral Trustee that names the Collateral Trustee for the benefit of the Holders as the loss payee thereunder. The Obligors shall use commercially reasonable efforts to cause all policies of insurance to provide that the insurer shall endeavor to provide at least 30 days prior written notice to the Collateral Trustee of any modifications or cancellation of such policy.

Section 4A.06. Books and Records; Teleconference Call with Holders.

(a) The Obligors shall, and shall cause each of their Subsidiaries to, keep proper books of record and account in which entries are made of all dealings and transactions in relation to its business and activities which fairly record in all material respects such transactions and activities.

(b) Within 120 days after the end of each fiscal year and within 60 days after the end of each fiscal quarter, the Obligors will hold a teleconference meeting open to all Holders of the Notes at which the business, results of operations and financial conditions of the Obligors will be discussed.

Section 4A.07. Fiscal Year.

The fiscal year of the Obligors ends on December 31 of each year and, to enable the ready and consistent determination of compliance with the covenants set forth in Section 4B.10 hereof, the Obligors shall, and shall cause each of their Subsidiaries to, maintain such fiscal year and its existing method of determining the last day of the first three fiscal quarters in each fiscal year.

Section 4A.08. Compliance with Laws.

The Obligors shall, and shall cause each of their Subsidiaries to, comply with (i) all permits, licenses and authorizations, including environmental permits, licenses and authorizations, issued by a Governmental Authority, except to the extent that any failure to comply therewith would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (ii) all laws, rules, regulations and orders including Environmental Laws, all OFAC Regulations, the Trading with the Enemy Act, the FAC Regulations, the USA Patriot Act of 2001 and the FCPA, of any Governmental Authority, except to the extent that any failure to comply therewith would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (iii) all contractual obligations, in each case applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 4A.09. Certain Obligations Respecting Subsidiaries.

(a) The Obligors shall, and shall cause each of their Subsidiaries to, take such action from time to time as shall be reasonably necessary to ensure that the percentage of the issued and outstanding shares of capital stock of any class or character owned by it in any Subsidiary on the date hereof is not at any time decreased; provided that the foregoing shall not prohibit any merger, consolidation, liquidation, dissolution or any discontinuance or sale of such business permitted under Section 4B.04 hereof.

(b) In the event that the Obligors form or acquire any Domestic Subsidiary (or a Subsidiary organized under the laws of one of the provinces of Canada (other than Quebec), the United Kingdom or Australia in accordance with Section 4B.04 hereof) after the Issue Date, this Section 4A.09(b) shall be applicable and the Obligor forming or acquiring such Subsidiary will take or cause to be taken the following actions: as soon as possible but in any case not later than 20 days after the date on which such Subsidiary is created (or, in the case of the acquisition of any such Subsidiary, concurrently with the consummation of such acquisition) (x) cause such Subsidiary to (A) execute and deliver to the Trustee a supplement to this Indenture in the form of Exhibit B hereto and thereby become a Guarantor hereunder, (B) execute and deliver to the Collateral Trustee a counterpart to (i) the Security Agreement and thereby become a party thereto as an additional “Grantor” thereunder and grant to the Collateral Trustee a First Priority Lien on all “Collateral” of such Subsidiary thereunder and (ii) the Collateral Trust Joinder in the form of Exhibit C to the Collateral Trust Agreement and thereby become a party thereto, (C) take such other action as shall be necessary to create and perfect valid and enforceable First Priority Liens, subject to Permitted Liens, in favor of the Collateral Trustee on all or substantially all of the assets of such Subsidiary consistent with the provisions of this Indenture and the applicable other First Lien Security Documents and (D) deliver proof of corporate action, incumbency of officers and other documents and opinions as is consistent with those delivered by the Issuer and the Obligors on the Issue Date pursuant to Section 8.01 hereof and (y) execute and deliver to the Collateral Trustee such pledge agreements or such addenda or amendments to the Security Agreement and take such other actions (including delivering the certificates representing such shares of stock or other equity interests to the Collateral Trustee) as shall be reasonably necessary to create and perfect valid and enforceable First Priority Liens in favor of the Collateral Trustee on all of the issued and outstanding stock or other equity interests of such Subsidiary, all of the foregoing to be in form and substance reasonably satisfactory to the Collateral Trustee.

(c) During the first 90 day period following the effective date hereof, the Required Holders shall have the option to elect that the UK Subsidiary become an Obligor hereunder. This option shall be exercisable upon delivery of notice by the Trustee, on behalf of the Required Holders, to the Issuer hereunder. Upon delivery of such notice, the Issuer shall have 45 days from the date of receipt of such notice to take the actions set forth in Section 4A.09(b).

Section 4A.10. ERISA.

Except where a failure to comply with any of the following, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (i) the Obligors will maintain, and cause each ERISA Affiliate to maintain, each Plan in compliance with all applicable requirements of ERISA and of the Code and with all applicable rulings and regulations issued under the provisions of ERISA and of the Code, (ii) the Obligors will not and, to the extent authorized, will not permit any of the ERISA Affiliates to (a) engage in any transaction with respect to any Plan which would reasonably be expected to subject any Obligor to either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, (b) fail to make full payment when due of all amounts which, under the provisions of any Plan, any Obligor or any ERISA Affiliate is required to pay as contributions thereto, or permit to exist any accumulated funding deficiency (as such term is defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, with respect to any Pension Plan or (c) fail to make any payments to any Multiemployer Plan that any Obligor or any of the ERISA Affiliates may be required to make under any agreement relating to such Multiemployer Plan or any law pertaining thereto and (iii) the Obligors will maintain, and will cause each Subsidiary to maintain, each Foreign Plan in compliance with the terms thereof and all requirements of applicable law.

Section 4A.11. Environmental Matters; Reporting.

The Obligors shall, and shall cause each of their Subsidiaries to, observe and comply with, and cause each Subsidiary to observe and comply with all Environmental Law, except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The Obligors will give the Trustee prompt written notice of any violation as to any Environmental Law by any Obligor and of the commencement of any judicial or administrative proceeding relating to Environmental Laws which shall, or would reasonably be expected to, have a Material Adverse Effect.

Section 4A.12. Matters Relating to Additional Real Property Collateral.

(a) From and after the Issue Date, in the event that any Obligor acquires any Material Owned Property or Material Leasehold Property (each such Property, an “Additional Mortgaged Property”), such Obligor shall, at its sole cost and expense, as soon as reasonably practicable after the acquisition of such Additional Mortgaged Property, but in no event later than 60 days after the acquisition thereof, deliver to Collateral Trustee:

(i) a fully executed and notarized Mortgage (an “Additional Mortgage”) with respect to the Additional Mortgaged Property, in form suitable for filing or recording in all applicable filing or recording offices that the Collateral Trustee may deem reasonably necessary in order to create a valid First Priority Lien, subject to Permitted Liens, in favor of the Collateral Trustee for the benefit of the Holders of the Notes, and evidence that all applicable filing and recording taxes and fees have been paid;

(ii) a fully paid American Land Title Association Lender’s Extended Coverage (to the extent commercially reasonable and/or available) title insurance policy (a “Mortgage Policy”) in respect of the Additional Mortgaged Property subject to the Additional Mortgage in form and substance, with endorsements (to the extent available at customary rates) and in amounts reasonably acceptable to the Collateral Trustee, issued by a nationally-recognized title insurer, insuring the Additional Mortgage to be a valid First Priority Lien on the property described therein, free and clear of all defects and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance as the Collateral Trustee may deem reasonably necessary;

(iii) to the extent required for issuance of a Mortgage Policy containing customary coverage for survey matters, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, certified to the Collateral Trustee for the benefit of the Holders and the issuer of the Mortgage Policy in a manner reasonably satisfactory to the Collateral Trustee by a land surveyor duly registered and licensed in the state in which the Additional Mortgaged Property is located and reasonably acceptable to the Collateral Trustee;

(iv) evidence that the insurance required by Section 4A.05 hereof has been obtained with respect to the Additional Mortgaged Property;

(v) a favorable opinion of local counsel to the respective Obligor or Subsidiary of Obligor, as the case may be, in the state in which the Additional Mortgaged Property is located, with respect to the due execution and delivery, authorization, creation, enforceability and perfection of the Additional Mortgage on the Additional Mortgaged Property and any related fixture filings, and such other matters related thereto as the Collateral Trustee may reasonably request, in form and substance reasonably satisfactory to the Collateral Trustee;

(vi) evidence that the Additional Mortgaged Property is not located in an area identified by the Federal Emergency Management Agency as having special flood hazards, or if the Additional Mortgaged Property or any portion thereof is identified by the Federal Emergency Management Agency as an area having special flood hazards (including, without limitation, those areas designated as Zone A or Zone V), evidence that the flood insurance required under Section 4A.05 hereof has been obtained with respect to the Additional Mortgaged Property;

(vii) such other consents, agreements and confirmations of lessees, lessors and other parties as the Collateral Trustee may reasonably deem necessary, and evidence that all other actions reasonably requested by the Collateral Trustee that are necessary in order to create a valid First Priority Lien on the property described in the Additional Mortgage has been taken; and

(viii) upon the reasonable request of the Collateral Trustee, existing environmental and other reports in Issuer’s possession with respect to the Additional Mortgaged Property.

(b) From and after the Issue Date, in the event that any Obligor enters into any leasehold interest with respect to any real property, such Obligor shall provide prompt written notice thereof to the Collateral Trustee and, if requested by the Collateral Trustee, such Obligor shall deliver promptly to the Collateral Trustee copies of the lease and ancillary documentation relating thereto, and all amendments thereto, between the Obligor and the landlord or tenant, and if such real property constitutes Material Leasehold Property, such Obligor, at its sole cost and expense, shall deliver to Collateral Trustee with respect to such leasehold interest, as soon as reasonably practicable after the entering into the leasehold interest, but in no event later than 60 days after entering into the leasehold interest, a fully executed Landlord’s Waiver and Consent, and where required by the terms of any lease, the consent of the mortgagee, ground lessor or other party.

(c) If requested by the Required Holders or the Collateral Trustee at the direction of the Required Holders at any time when an Event of Default has occurred and is continuing, the Obligors shall, and shall cause each of their Domestic Subsidiaries to, (i) permit an independent real estate appraiser satisfactory to the Collateral Trustee, upon reasonable notice, to visit and inspect any Mortgaged Property for the purpose of preparing an appraisal of such Mortgaged Property satisfying the requirements of all applicable laws and regulations (in each case to the extent required under such laws and regulations as determined by the Collateral Trustee in its sole discretion) and (ii) deliver or cause to be delivered to the Collateral Trustee reports and other information in form, scope and substance reasonably satisfactory to the Collateral Trustee and prepared by environmental consultants satisfactory to the Collateral Trustee, concerning any environmental hazards or liabilities to which any Obligor may be subject with respect to any Mortgaged Property. Any appraisal, report or other information referred to in this Section 4A.12(c) which may be requested by the Collateral Trustee or the Required Holders shall be at the sole cost and expense of the Obligors.

Section 4A.13. Cash Deposits; Bank Accounts and Securities Accounts.

The Obligors shall take all actions necessary to maintain, preserve and protect the rights and interests of the Collateral Trustee with respect to all cash deposits of the Obligors (other than payroll, trust and benefit accounts) and all other proceeds of Collateral. Without limiting the generality of the foregoing, the Obligors shall cause all lock boxes, bank accounts, deposit accounts and securities accounts (including without limitation, the BNY Concentration Account, but excluding any and all payroll, trust and benefit accounts) of the Obligors to be subject to the control of the Collateral Trustee and enter into, and cause each depository institution or securities intermediary which maintains any lock box, bank account, deposit account or securities account on behalf of any Obligor to enter into, a Control Agreement covering each such lock box, bank account, deposit account or securities account and the Obligors shall open any deposit or other bank account or securities account only with the Collateral Trustee’s prior written consent ; provided that so long as no Default or Event of Default shall have occurred and be continuing, the Obligors shall be permitted to maintain deposit accounts (other than the BNY Concentration Account) not subject to the Collateral Trustee’s control so long as the Obligors are in compliance with Section 4B.05(c) hereof at all times.

Section 4A.14. Payment of Notes; Additional Amounts.

(a) The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer, the Parent or one of their respective Subsidiaries, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

(b) The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the Post-Default Rate; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate.

(c) Break Funding Payments. In the event of (i) the payment of any principal of any Note (including as a result of an Event of Default) or (ii) the failure to redeem any Note on the date specified in any notice of redemption delivered pursuant to Article Three hereof or that is otherwise required to be redeemed, then, in any such event, the Issuer shall compensate each Holder for the loss, cost and expense attributable to such event, as reasonably determined by such Holder in a manner consistent with its customs and practices. In the event that any Holder is entitled to receive reimbursement pursuant to this Section 4A.14(c), such Holder shall deliver a reasonably detailed certificate to the Issuer setting forth the amount or amounts that such Holder is entitled to receive, which certificate shall be conclusive absent manifest error. The Issuer shall pay such Holder such amount or amounts within ten (10) days after receipt of such certificate.

(d) Taxes.

(i) Any and all payments by or on account of any Obligations of the Issuer hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Issuer shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (x) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4A.14(d)) all Holders receive an amount equal to the sum they would have received had no such deductions been made, (y) the Issuer shall deduct all indemnified Taxes and Other Taxes (including Indemnified Taxes and Other Taxes applicable to additional sums payable under this Section 4A.14(d)) and (z) the Issuer shall pay the full amount of the Indemnified Taxes and Other Taxes deducted to the relevant Governmental Authority in accordance with applicable law.

(ii) In addition, the Issuer shall pay all Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(iii) The Issuer shall indemnify each Holder and each Affiliate of such Holder, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 4A.14(d)) paid by such Holder or Affiliate (and any liabilities, penalties, interest and reasonable expenses arising therefrom, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A reasonably detailed certificate as to the amount of such payment or liability delivered to the Issuer by a Holder, or by the Trustee on behalf of a Holder shall be conclusive absent manifest error.

(iv) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Issuer to a Governmental Authority, the Issuer shall deliver to the Trustee or the Holder, as the case may be, on who’s behalf it paid such Taxes the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Trustee or such Holder.

(v) Any Foreign Holder that is entitled to an exemption from or reduction of withholding tax under the law of a jurisdiction in which the Issuer is organized, or any treaty to which such jurisdiction is a party, with respect to payments under the Notes or this Indenture shall deliver to the Issuer (with a copy to the Trustee), at the time or times prescribed by applicable law or reasonably requested by the Issuer, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.

Section 4A.15. Maintenance of Office or Agency.

(a) The Issuer shall maintain an office or agency (which may be an office of the Trustee or an agent of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

(b) The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c) The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.04 of this Indenture.

B. NEGATIVE COVENANTS

Until the Notes issued under this Indenture are no longer outstanding, each Obligor (as to itself and each other Obligor) covenants and agrees that:

Section 4B.01. Indebtedness.

The Obligors shall not, and shall not permit any of their Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except:

(a) Indebtedness of the Issuer represented by the Notes issued on the Issue Date;

(b) Existing Debt on the Issue Date which is set forth in Schedule 4B.01 and has been designated on such schedule as Indebtedness that will remain outstanding following the Effective Time,

(d) Guarantees permitted under Section 4B.03 hereof;

(e) Indebtedness of the Issuer represented by the Second Lien Notes issued on the Issue Date and any Second Lien Notes issued as “pay-in-kind” interest in accordance with the terms of the Second Lien Notes;

(f) Indebtedness in respect of Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Obligors are exposed in the conduct of their business or the management of their liabilities and not for speculative purposes;

(g) Subordinated Indebtedness of the Obligors, provided that (i) at the time of and immediately after giving effect to the incurrence of such Subordinated Indebtedness, no Default shall have occurred and be continuing, (ii) after giving effect to the incurrence of such Subordinated Indebtedness, the Obligors shall be in compliance with the financial covenants set forth in Section 4B.10 hereof on a pro forma basis (recomputed for the most recent period for which financial statements have been delivered under Section 7A.01 hereof to give effect to the incurrence of such Indebtedness as if such Indebtedness had been incurred on the first day of such period), (iii) such Indebtedness shall be unsecured and (iv) the proceeds of such Indebtedness (less any portion thereof required to be applied to redeem the Notes and the Second Lien Notes pursuant to Section 3.08(a)(i)) shall be used by the Obligors to finance Permitted Acquisitions, to fund Capital Expenditures permitted by this Indenture or for working capital purposes of the Obligors;

(h) Indebtedness consisting of netting services, overdraft protection and similar arrangements in connection with deposit accounts in the ordinary course of business, provided, however, that such Indebtedness is extinguished within fifteen (15) Business Days of its Incurrence;

(i) Indebtedness consisting of unsecured subordinated promissory notes issued by Parent to directors or employees to finance the purchase or redemption of capital stock of Parent to the extent such purchase or redemption is permitted by Section 4B.06(d) hereof; and

(j) Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted under clauses (a), (b), (e), (g), (k), (n), (p) or this clause (j) of this Section 4B.01;

(k) Indebtedness under a revolving credit facility in an amount outstanding (including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause) at any one time not to exceed $25.0 million; provided that the amount borrowed under such revolving credit facility must be repaid within 360 days from the day of borrowing and such amount may not be reborrowed until at least three Business Days later; and provided further that intercreditor arrangements are entered into among the holders of First Lien Secured Debt that are reasonably acceptable to the parties thereto;

(l) unsecured Indebtedness of any Person acquired pursuant to a Permitted Acquisition and existing at the time of such acquisition and not incurred in contemplation thereof;

(m) Indebtedness constituting the obligation to make purchase price adjustments, earnout obligations and indemnities in connection with a Permitted Acquisition;

(n) Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of any Obligor, in an aggregate principal amount (including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (n)) not to exceed $1.0 million any time outstanding;

(o) Indebtedness, including Indebtedness represented by letters of credit for the account of any Obligor, incurred in respect of workers’ compensation claims, performance, proposal, completion, surety and similar bonds and completion guarantees provided by any Obligor in the ordinary course of business; provided, that the underlying obligation to perform is that of such Obligor; provided further, that such underlying obligation is not in respect of Debt for Borrowed Money; and

(p) other unsecured Indebtedness not otherwise permitted pursuant to this Section 4B.01 in an aggregate principal amount (including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (p)) not to exceed $1.0 million at any time outstanding.

Section 4B.02. Liens.

The Obligors shall not, and shall not permit any of their Subsidiaries to, create, incur, assume or permit to exist any Lien on any Property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except (the following being called “Permitted Liens”):

(a) Liens created in favor of the Collateral Trustee under the Security Documents for the benefit of the Secured Parties;

(b) any Lien on any property or asset of any Obligor existing on the date hereof and set forth in Schedule 4B.02, provided that (i) such Lien shall not apply to any other property or asset of any Obligor and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals, refinancing and replacements thereof that do not increase the outstanding principal amount thereof;

(c) Liens imposed by any Governmental Authority for Taxes, assessments or charges not yet delinquent or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the applicable Obligor in accordance with GAAP;

SECOND AMENDED AND RESTATED

SUBORDINATED INTERCOMPANY DEMAND PROMISSORY NOTE

Note Number: [1]

Dated: [_______] [__], 2010

FOR VALUE RECEIVED, Haights Cross Communications, Inc., Haights Cross Operating Company and each of its Subsidiaries (collectively, the “Group Members” and each, a “Group Member”) which is a party to this intercompany subordinated demand promissory note (the “Promissory Note”) promises to pay (subject to the subordination provisions hereof) to the order of such other Group Member as makes loans to such Group Member (each Group Member which borrows money pursuant to this Promissory Note is referred to herein as a “Payor” and each Group Member which makes loans and advances pursuant to this Promissory Note is referred to herein as a “Payee”), on demand, in lawful money of the United States of America, in immediately available funds and at the appropriate office of the Payee, the aggregate unpaid principal amount of all loans and advances heretofore and hereafter made by such Payee to such Payor and any other indebtedness now or hereafter owing by such Payor to such Payee as shown either on Schedule A attached hereto (and any continuation thereof) or in the books and records of such Payee. The failure to show any such Indebtedness or any error in showing such Indebtedness shall not affect the obligations of any Payor hereunder. Capitalized terms used herein but not otherwise defined herein shall have the meanings given such terms in the Collateral Trust Agreement, dated as of the date hereof (as amended, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Trust Agreement”), among Haights Cross Operating Company, as Company, the Guarantors from time to time party thereto, Wells Fargo Bank, N.A., as First Lien Trustee, Wells Fargo Bank, N.A., as Second Lien Trustee, the other Secured Debt Representatives from time to time party thereto, and Wells Fargo Bank, N.A., as Collateral Trustee. Reference is hereby made to that certain Amended and Restated Subordinated Intercompany Demand Promissory Note dated as of August 15, 2008 by and among the Group Members (the “Prior Note”). Notwithstanding anything to the contrary in the Prior Note, the Group Members hereby confirm and agree that this Promissory Note is issued in replacement for (but not in repayment of the indebtedness evidenced by) the Prior Note and amends and restates the Prior Note in its entirety.

The unpaid principal amount hereof from time to time outstanding shall bear interest at a rate equal to the rate as may be agreed upon in writing from time to time by the relevant Payor and Payee. Interest shall be due and payable (subject to the subordination provisions hereof) on the last day of each month commencing after the date hereof or at such other times as may be agreed upon in writing from time to time by the relevant Payor and Payee. Upon demand for payment of any principal amount hereof, accrued but unpaid interest on such principal amount shall also be due and payable (subject to the subordination provisions hereof). Interest shall be paid in lawful money of the United States of America and in immediately available funds. Interest shall be computed for the actual number of days elapsed on the basis of a year consisting of 365 days.

Each Payor and any endorser of this Promissory Note hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

This Promissory Note has been pledged by each Payee to the Collateral Trustee, for the benefit of the First Lien Secured Parties and the Second Lien Secured Parties, as security for such Payee’s obligations, if any, under the Security Documents to which such Payee is a party and is subject to the terms thereof. Each Payor acknowledges and agrees that the Collateral Trustee may exercise all the rights of the Payees under this Promissory Note and will not be subject to any abatement, reduction, recoupment, defense, setoff or counterclaim available to such Payor, provided that the Collateral Trustee shall not exercise such rights except upon the occurrence and during the continuance of an Event of Default. Each Payee hereby acknowledges and agrees that the Collateral Trustee may exercise all rights and remedies provided in the Secured Debt Documents with respect to this Note, provided that the Collateral Trustee shall not exercise such remedies except upon the occurrence and during the continuance of an Event of Default.

Anything in this Note to the contrary notwithstanding, the indebtedness evidenced by this Note owed by any Payor to any Payee, now or hereafter existing, and all interest, premiums, costs, expenses or indemnification amounts thereon or payable in respect thereof or in connection therewith (the “Subordinated Debt”), shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Secured Obligations of such Payor under the Secured Debt Documents, including, without limitation, where applicable, under such Payor’s guarantee of the Secured Obligations under the Secured Debt Documents (such Secured Obligations and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”):

(i) in the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any Payor or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Payor, whether or not involving insolvency or bankruptcy, then (x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior Indebtedness before any Payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of this Note and (y) until the holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness, any payment or distribution to which such Payee would otherwise be entitled shall be made to the holders of Senior Indebtedness;

(ii) if any Event of Default occurs and is continuing with respect to any Senior Indebtedness (including any Event of Default under the Secured Debt Documents) and written request for cessation of payment hereunder is made by the Collateral Trustee, then no payment or distribution of any kind or character shall be made by or on behalf of the Payor or any other Person on its behalf with respect to this Note; and

(iii) if any payment or distribution of any character, whether in cash, securities or other property, in respect of this Note shall (despite these subordination provisions) be received by any Payee in violation of clause (i) or (ii) before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (or their representatives), ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Indebtedness in full in cash.

To the fullest extent permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination of this Note by any act or failure to act on the part of any Payor or by any act or failure to act on the part of such holder or any trustee or agent for such holder. Each Payee and each Payor hereby agree that the subordination of this Note is for the benefit of the Collateral Trustee and the Secured Parties and the Collateral Trustee and the Secured Parties are obligees under this Note to the same extent as if their names were written herein.

Each Payor agrees that it will not make any payment of any of the Subordinated Debt, or take any other action, in each case if such payment or other action would be in contravention of the provisions of this Note.

Notwithstanding any right of any Payee to demand, sue for, ask for, take or receive any payment from any Payor, all rights, Liens and security interests of such Payee (it being understood that the Payees are prohibited by the Security Documents from taking any such Lien or security interest in the assets of any Payor and nothing contained herein shall impair, limit or in otherwise affect such prohibition), whether now or hereafter arising and howsoever existing, in any assets of any Payor (whether constituting part of the security or collateral given to the Collateral Trustee to secure payment of all or any part of the Secured Obligations or otherwise) shall be and hereby are subordinated to the rights of the Collateral Trustee in such assets. Except as expressly permitted by the Security Documents, the Payees shall have no right to possession of any such asset or to foreclose upon, or exercise any other remedy in respect of, any such asset, whether by judicial action or otherwise, unless and until all of the Secured Obligations (other than contingent indemnification obligations which have not been asserted) have been released in accordance with Section 4.4 of the Collateral Trust Agreement.

If all or any part of the assets of any Payor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of any Payor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any Payor is dissolved or if (except as expressly permitted by the Security Documents) all or substantially all of the assets of any Payor are sold, then, and in any such event, any payment or distribution of any kind or character, whether in cash, securities or other investment property, or otherwise, which shall be payable or deliverable upon or with respect to any indebtedness of such Payor to any Payee (“Payor Indebtedness”) shall be paid or delivered directly to the Collateral Trustee for application to any of the Secured Obligations in accordance with the terms of the Collateral Trust Agreement, due or to become due, until the date on which the Secured Obligations (other than contingent indemnification obligations that have not been asserted) have been satisfied and discharged and the liens released as provided in Section 4.4 of the Collateral Trust Agreement. Each Payee irrevocably authorizes, empowers and appoints the Collateral Trustee as such Payee’s attorney-in-fact (which appointment is coupled with an interest and is irrevocable) to demand, sue for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of such Payee such proofs of claim and take such other action, in the Collateral Trustee’s own name or in the name of such Payee or otherwise, as the Collateral Trustee may deem necessary or advisable for the enforcement of this Promissory Note, provided that the Collateral Trustee shall not exercise such rights except upon the occurrence and during the continuance of an Event of Default. Each Payee also agrees to execute, verify, deliver and file any such proofs of claim in respect of the Payor Indebtedness requested by the Collateral Trustee, provided that the Collateral Trustee shall not exercise such rights except upon the occurrence and during the continuance of an Event of Default. Upon the occurrence and during the continuance of any Event of Default, the Collateral Trustee may vote such proofs of claim in any such proceeding (and the applicable Payee shall not be entitled to withdraw such vote), receive and collect any and all dividends or other payments or disbursements made on Payor Indebtedness in whatever form the same may be paid or issued and apply the same on account of any of the Secured Obligations in accordance with the Collateral Trust Agreement. If an Event of Default has occurred and is continuing, any payment, distribution, security or other investment property or instrument or any proceeds thereof received by any Payee upon or with respect to Payor Indebtedness owing to such Payee prior to such time as the Secured Obligations (other than contingent indemnification obligations that have not been asserted) have been satisfied and discharged and the liens released as provided in Section 4.4 of the Collateral Trust Agreement, shall be held by such Payee, in trust, as trustee, for the benefit of the Collateral Trustee and the Secured Parties, and upon notice from the Collateral Trustee as set forth in Section 5.2(a)(v) of the Security Agreement, such Payee shall forthwith deliver the same to the Collateral Trustee, for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of such Payee where necessary or advisable in the Collateral Trustee’s judgment), for application to any of the Secured Obligations in accordance with the Secured Debt Documents, due or not due, and, until so delivered, the same shall be segregated from the other assets of such Payee and held in trust by such Payee as the property of the Collateral Trustee, for the benefit of the Secured Parties. If such Payee fails to make any such endorsement or assignment to the Collateral Trustee, the Collateral Trustee or any of its officers, employees or representatives are hereby irrevocably authorized to make the same. Each Payee agrees that until the Secured Obligations (other than contingent indemnification obligations that have not been asserted) have been satisfied and discharged and the liens released as provided in Section 4.4 of the Collateral Trust Agreement, such Payee will not (i) assign or transfer, or agree to assign or transfer, to any Person (other than in favor of the Collateral Trustee for the benefit of the Secured Parties pursuant to the Security Documents or otherwise) any claim such Payee has or may have against any Payor, (ii) discount or extend the time for payment of any Payor Indebtedness, or (iii) otherwise amend, modify, supplement, waive or fail to enforce any provision of this Promissory Note.

The Collateral Trustee and the Secured Parties shall be third party beneficiaries hereof and shall be entitled to enforce the subordination and other provisions hereof.

In the event of any conflict, inconsistency, ambiguity or difference between the provisions of this Note and the provisions of the Secured Debt Documents, then the provisions of the Secured Debt Documents shall govern and control. Notwithstanding the foregoing, if there is a right or remedy of the Collateral Trustee set out in this Note which is not provided in the Secured Debt Documents, such additional right or remedy shall not constitute a conflict, inconsistency, ambiguity or difference.

Notwithstanding anything to the contrary contained herein, in any other Security Document or in any such promissory note or other instrument, this Promissory Note (i) replaces and supersedes any and all promissory notes or other instruments which create or evidence any loans or advances made on or before the date hereof by any Group Member to any other Group Member, including without limitation, the Prior Note and (ii) shall not be deemed replaced, superseded or in any way amended or modified by any promissory note or other instrument entered into on or after the date hereof which purports to create or evidence any loan or advance by any Group Member to any other Group Member.

No amendment or waiver of any provision of this Note, and no consent to any departure by any Payee or any Payor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Collateral Trustee, each such Payor and each Payee, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.

From time to time after the date hereof, additional subsidiaries of the Group Members may become parties hereto by executing a counterpart signature page to this Promissory Note (each additional subsidiary, an “Additional Payor”). Upon delivery of such counterpart signature page to the Payees, notice of which is hereby waived by the other Payors, each Additional Payor shall be a Payor and shall be as fully a party hereto as if such Additional Payor were an original signatory hereof. Each Payor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Payor hereunder. This Promissory Note shall be fully effective as to any Payor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Payor hereunder.

This Promissory Note may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[Signature page follows]

IN WITNESS WHEREOF, each Payor has caused this Second Amended and Restated Intercompany Subordinated Demand Promissory Note to be executed and delivered by its proper and duly authorized officer under seal as of the date set forth above.

	HAIGHTS CROSS COMMUNICATIONS, INC.

	By:
		Name:
		Title:

	HAIGHTS CROSS OPERATING COMPANY

	By:
		Name:
		Title:

	SNEP, LLC (F/K/A SUNDANCE /NEWBRIDGE EDUCATIONAL PUBLISHING, LLC)

	By:
		Name:
		Title:

	TRIUMPH LEARNING, LLC

	By:
		Name:
		Title:

	RECORDED BOOKS, LLC

	By:
		Name:
		Title:

	W F HOWES LIMITED

	By:
		Name:
		Title:

SCHEDULE A

TRANSACTIONS

SECOND AMENDED AND RESTATED INTERCOMPANY SUBORDINATED

DEMAND PROMISSORY NOTE

Date

Name of

Payor

Name of

Payee

Amount of

Advance

This Date

Amount of

Principal

Paid This

Date

Outstanding

Principal

Balance from

Payor to

Payee This

Date

Notation

Made By

ENDORSEMENT

FOR VALUE RECEIVED, each of the undersigned does hereby sell, assign and transfer to __________________________________________________ all of its right, title and interest in and to the Second Amended and Restated Intercompany Subordinated Demand Promissory Note, dated [___________] [__], 2010 (as amended, supplemented, replaced or otherwise modified from time to time, the “Promissory Note”), made by Haights Cross Communications, Inc., a Delaware corporation, Haights Cross Operating Company a Delaware corporation (the “Company”), and each Subsidiary of the Company or any other Person that is or becomes a party thereto, and payable to the undersigned. This endorsement is intended to be attached to the Promissory Note and, when so attached, shall constitute an endorsement thereof.

The initial undersigned shall be the Group Members (as defined in the Promissory Note) party to the Security Documents on the date of the Promissory Note. From time to time after the date thereof, additional subsidiaries of the Group Members shall become parties to the Promissory Note (each, an “Additional Payee”) and a signatory to this endorsement by executing a counterpart signature page to the Promissory Note and to this endorsement. Upon delivery of such counterpart signature page to the Payors, notice of which is hereby waived by the other Payees, each Additional Payee shall be a Payee and shall be as fully a Payee under the Promissory Note and a signatory to this endorsement as if such Additional Payee were an original Payee under the Promissory Note and an original signatory hereof. Each Payee expressly agrees that its obligations arising under the Promissory Note and hereunder shall not be affected or diminished by the addition or release of any other Payee under the Promissory Note or hereunder. This endorsement shall be fully effective as to any Payee that is or becomes a signatory hereto regardless of whether any other Person becomes or fails to become or ceases to be a Payee to the Promissory Note or hereunder.

Dated: _____________________

[Signature page follows]

SIGNATURE PAGE 1 OF 2 TO

SECOND AMENDED AND RESTATED INTERCOMPANY NOTE

	HAIGHTS CROSS COMMUNICATIONS, INC.

	By:
		Name:
		Title:

	HAIGHTS CROSS OPERATING COMPANY

	By:
		Name:
		Title:

	SNEP, LLC (F/K/A SUNDANCE /NEWBRIDGE
	EDUCATIONAL PUBLISHING, LLC)

	By:
		Name:
		Title:

	TRIUMPH LEARNING, LLC

	By:
		Name:
		Title:

	RECORDED BOOKS, LLC

	By:
		Name:
		Title:

	W F HOWES LIMITED

	By:
		Name:
		Title:

	WAVESOUND PTY LTD

	By:
		Name:
		Title:

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of March 11, 2010, and entered into by and among HAIGHTS CROSS OPERATING COMPANY (the “Company”), WELLS FARGO BANK, N.A., in its capacity as Collateral Trustee for the First Lien Obligations (as defined below), including its successors and assigns from time to time (the “First Lien Collateral Trustee”), and WELLS FARGO BANK, N.A., in its capacity as Collateral Trustee for the Second Lien Obligations (as defined below), including its successors and assigns from time to time (the “Second Lien Collateral Trustee”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.

RECITALS

The Company has executed and delivered that certain Indenture dated the date hereof with Wells Fargo Bank, N.A. (in such capacity and, together with its successors and assigns, the “First Lien Trustee”), to provide for the issuance from time to time of its Floating Rate Senior Secured Notes due 2013 (the “First Lien Notes”) to be issued in one or more series pursuant to the terms thereof (such Indenture, as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “First Lien Indenture”);

The Company and Haights Cross Communications, Inc. (“Parent”) may enter into financing arrangements after the date hereof with certain lenders and agents party thereto providing for a revolving credit facility of up to $25 million (such credit agreement, if entered into, and as amended, restated, supplemented, modified, replaced or refinanced from time to time, being referred to herein as the “First Lien Credit Agreement”);

The Company has executed and delivered that certain Indenture dated the date hereof with Wells Fargo Bank, N.A. (in such capacity and, together with its successors and assigns, the “Second Lien Trustee”), to provide for the issuance from time to time of its Floating Rate Second Priority Secured Subordinated Notes due 2014 (the “Second Lien Notes”) to be issued in one or more series pursuant to the terms thereof (such Indenture, as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “Second Lien Indenture”);

Pursuant to (i) each of the First Lien Credit Agreement (if and when entered into) and the First Lien Indenture, Parent has agreed to guaranty the First Lien Obligations (the “First Lien Parent Guaranty”) and Parent and the Company have agreed to cause certain current and future Subsidiaries to agree to guaranty the First Lien Obligations (the “First Lien Subsidiary Guaranty”) and (ii) the Second Lien Indenture, Parent has agreed to guaranty the Second Lien Obligations (the “Second Lien Parent Guaranty”) and Parent and the Company have agreed to cause certain current and future Subsidiaries to agree to guaranty the Second Lien Obligations (the “Second Lien Subsidiary Guaranty”);

The obligations of the Company under each of the First Lien Indenture, the First Lien Credit Agreement and any Hedge Agreements with a Lender Counterparty, the obligations of Parent under the First Lien Parent Guaranty and the obligations of the Subsidiary guarantors under the First Lien Subsidiary Guaranty will be secured on a first priority basis by liens on substantially all the assets of the Company, Parent and the Subsidiary guarantors (such current and future Subsidiaries of the Company providing a guaranty thereof, the “Guarantor Subsidiaries”), respectively, pursuant to the terms of the First Lien Collateral Documents;

The obligations of the Company under the Second Lien Indenture, the obligations of Parent under the Second Lien Parent Guaranty and the obligations of the Guarantor Subsidiaries under the Second Lien Subsidiary Guaranty will be secured on a second priority basis by liens on substantially all the assets of the Company, Parent and the Guarantor Subsidiaries, respectively, pursuant to the terms of the Second Lien Collateral Documents;

The First Lien Obligation Documents (as defined below) and the Second Lien Note Documents (as defined below) provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights and remedies with respect to the Collateral; and

In order to induce the First Lien Collateral Trustee and the First Lien Claimholders to consent to the Grantors incurring the Second Lien Obligations and to induce the First Lien Claimholders to purchase the First Lien Notes and to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor, the Second Lien Collateral Trustee has agreed on behalf of the Second Lien Claimholders to the intercreditor and other provisions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1. Definitions.

1.1 Defined Terms. As used in the Agreement, the following terms shall have the following meanings:

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, a Person shall be deemed to “control” or be “controlled by” a Person if such Person possesses, directly or indirectly, power to direct or cause the direction of the management or policies of such Person, whether through ownership of equity interests, by contract or otherwise.

“Agreement” means this Intercreditor Agreement, as amended, restated, renewed, extended, supplemented or otherwise modified from time to time.

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

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

“Cap Amount” has the meaning assigned to that term within the definition of “First Lien Obligations.”

“Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, constituting both First Lien Collateral and Second Lien Collateral.

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

“Comparable Second Lien Collateral Document” means, in relation to any Collateral subject to any Lien created under any First Lien Collateral Document, the Second Lien Note Document that creates a Lien on the same Collateral, granted by the same Grantor.

“Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Parent’ and its Subsidiaries’ operations and not for speculative purposes.

“DIP Financing” has the meaning assigned to that term in Section 6.1.

“Discharge of First Lien Obligations” means, except to the extent otherwise expressly provided in Section 5.5:

(a) payment in full in cash or other settlement acceptable to the First Lien Claimholders of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in such Insolvency or Liquidation Proceeding) on all Indebtedness outstanding under the First Lien Obligation Documents and constituting First Lien Obligations;

(b) payment in full in cash or other settlement acceptable to the First Lien Claimholders of all other First Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid;

(c) termination or expiration of all commitments, if any, to extend credit that would constitute First Lien Obligations; and

(d) termination or cash collateralization (in an amount and manner reasonably satisfactory to the First Lien Collateral Trustee, but in no event greater than 103% of the aggregate undrawn face amount) of all letters of credit issued under the First Lien Obligation Documents and constituting First Lien Obligations.

“Disposition” has the meaning assigned to that term in Section 5.1(a)(2).

“First Lien Claimholders” means, at any relevant time, the holders of First Lien Obligations at that time, including the First Lien Noteholders, the First Lien Lenders and the agents and trustees under the First Lien Obligation Documents.

“First Lien Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any First Lien Obligations.

“First Lien Collateral Trustee” has the meaning assigned to that term in the Recitals to this Agreement.

“First Lien Collateral Documents” means the Collateral Documents (as defined in the First Lien Credit Agreement) and the Security Documents (as defined in the First Lien Indenture) and any other agreement, document or instrument pursuant to which a Lien is granted securing any First Lien Obligations or under which rights or remedies with respect to such Liens are governed.

“First Lien Credit Agreement” has the meaning assigned to that term in the Recitals to this Agreement.

“First Lien Indenture” has the meaning assigned to that term in the Recitals to this Agreement.

“First Lien Parent Guaranty” has the meaning assigned to that term in the Recitals to this Agreement.

“First Lien Lenders” means the “Lenders” under and as defined in the First Lien Obligation Documents.

“First Lien Loan Documents” means the First Lien Credit Agreement and the Credit Documents (or those loan documents described by an analogous term in the First Lien Credit Agreement, in any case, as defined in the First Lien Credit Agreement), including Hedge Agreements entered into with a Lender Counterparty, and each of the other agreements, documents and instruments providing for or evidencing any other First Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any First Lien Obligations, including any intercreditor or joinder agreement among holders of First Lien Obligations to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

“First Lien Mortgages” means a collective reference to each mortgage, deed of trust and other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any First Lien Obligations or under which rights or remedies with respect to any such Liens are governed.

“First Lien Note Documents” means the First Lien Indenture, the First Lien Notes, and the Note Documents (as defined in the First Lien Indenture) and each of the other agreements, documents and instruments providing for or evidencing any other First Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any First Lien Obligations, including any intercreditor or joinder agreement among holders of First Lien Obligations to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

“First Lien Noteholders” means the Holders, as defined in the First Lien Indenture.

“First Lien Obligations” means all Obligations outstanding under the First Lien Credit Agreement, the First Lien Indenture, the First Lien Notes and the other First Lien Obligation Documents, including Hedge Agreements entered into with any Lender Counterparty. Without limiting the generality of the foregoing, “First Lien Obligations” shall include all interest accrued or accruing (or that would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant First Lien Obligation Document, whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

Notwithstanding the foregoing, if the sum of: (1) Indebtedness for borrowed money constituting principal outstanding under the First Lien Credit Agreement and the other First Lien Obligation Documents plus (2) the aggregate face amount of any letters of credit issued but not reimbursed under the First Lien Credit Agreement plus (3) the aggregate principal amount of issued and outstanding First Lien Notes, is in excess of $125,000,000 in the aggregate (the “Cap Amount”), then only that portion of such Indebtedness and such aggregate face amount of letters of credit equal to the Cap Amount shall be included in First Lien Obligations, and interest and reimbursement obligations with respect to such Indebtedness and letters of credit shall constitute First Lien Obligations only to the extent related to Indebtedness and face amounts of letters of credit included in the First Lien Obligations.

“First Lien Obligation Documents” means the First Lien Loan Documents and the First Lien Note Documents.

“First Lien Subsidiary Guaranty” has the meaning assigned to that term in the Recitals to this Agreement.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States or a foreign entity or government.

“Grantors” means the Company, Parent, each of the Guarantor Subsidiaries and each other Person that has or may from time to time hereafter execute and deliver a First Lien Collateral Document or a Second Lien Collateral Document as a “Grantor” (or the equivalent thereof).

“Guarantor Subsidiaries” has the meaning set forth in the Recitals to this Agreement.

“Hedge Agreements” means an Interest Rate Agreement or a Currency Agreement entered into with a Lender Counterparty in order to satisfy the requirements of the First Lien Credit Agreement or otherwise in the ordinary course of Holding’s or any of its Subsidiaries’ businesses.

“Hedging Obligation” of any Person means any obligation of such Person pursuant to any Hedge Agreements.

“Indebtedness” means and includes all Obligations that constitute “Indebtedness” within the meaning of the First Lien Credit Agreement, the First Lien Indenture or the Second Lien Indenture, as applicable.

“Insolvency or Liquidation Proceeding” means:

(a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Grantor;

(b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding, with respect to any Grantor or with respect to a material portion of its assets;

(c) any liquidation, dissolution, reorganization or winding up of any Grantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement that, in each case, is for the purpose of hedging the interest rate exposure associated with Parent’ and its Subsidiaries’ operations and not for speculative purposes.

“Lender Counterparty” means the lead arranger and each First Lien Lender or any Affiliate of a First Lien Lender counterparty to a Hedge Agreement (including any Person that is a First Lien Lender (and any Affiliate thereof) as of the closing date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be a First Lien Lender) including, without limitation, each such Affiliate that enters into a joinder agreement with the First Lien Collateral Trustee.

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

“New Agent” has the meaning assigned to that term in Section 5.5.

“Obligations” means all obligations of every nature of each Grantor from time to time owed to any agent or trustee, the First Lien Claimholders, the Second Lien Claimholders or any of them or their respective Affiliates, in each case under the First Lien Obligation Documents, the Second Lien Note Documents or Hedge Agreements, whether for principal, interest or payments for early termination of Interest Rate Agreements, fees, expenses, indemnification or otherwise and all guarantees of any of the foregoing.

“Parent” has the meaning set forth in the Recitals to this Agreement.

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

“Pledged Collateral” has the meaning set forth in Section 5.4.

“Recovery” has the meaning set forth in Section 6.5.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other indebtedness in exchange or replacement for, such Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

“Second Lien Claimholders” means, at any relevant time, the holders of Second Lien Obligations at that time, including the Second Lien Noteholders and the agents and trustees under the Second Lien Note Documents.

“Second Lien Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Second Lien Obligations.

“Second Lien Collateral Trustee” has the meaning assigned to that term in the Preamble of this Agreement.

“Second Lien Collateral Documents” means the Security Documents (as defined in the Second Lien Indenture) and any other agreement, document or instrument pursuant to which a Lien is granted securing any Second Lien Obligations or under which rights or remedies with respect to such Liens are governed.

“Second Lien Indenture” has the meaning assigned to that term in the Recitals to this Agreement.

“Second Lien Noteholders” means the Holders under and as defined in the Second Lien Indenture.

“Second Lien Mortgages” means a collective reference to each mortgage, deed of trust and any other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any Second Lien Obligations or under which rights or remedies with respect to any such Liens are governed.

“Second Lien Note Documents” means the Second Lien Indenture, the Second Lien Notes, and the Note Documents (as defined in the Second Lien Indenture) and each of the other agreements, documents and instruments providing for or evidencing any other Second Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any Second Lien Obligations, including any intercreditor or joinder agreement among holders of Second Lien Obligations to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

“Second Lien Obligations” means all Obligations outstanding under the Second Lien Indenture and the other Second Lien Note Documents. Without limiting the generality of the foregoing, “Second Lien Obligations” shall include all interest accrued or accruing (or that would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Second Lien Note Document, whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

“Second Lien Parent Guaranty” has the meaning assigned to that term in the Recitals to this Agreement.

“Second Lien Subsidiary Guaranty” has the meaning assigned to that term in the Recitals to this Agreement.

“Standstill Period” has the meaning set forth in Section 3.1.

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

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

1.2 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise:

(a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, modified, renewed or extended;

(b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns;

(c) the words “herein,” “hereof” and “hereunder” and words of similar import shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(d) all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 2. Lien Priorities.

2.1 Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC or any other applicable law or the Second Lien Note Documents or any defect or deficiencies in or failure to perfect the Liens securing the First Lien Obligations or any other circumstance whatsoever, the Second Lien Collateral Trustee hereby agrees on behalf of itself and the Second Lien Claimholders that:

(a) any Lien on the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Trustee, any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations; and

(b) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Trustee, any Second Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

2.2 Prohibition on Contesting Liens. Each of the Second Lien Collateral Trustee agrees for itself and on behalf of each Second Lien Claimholder and the First Lien Collateral Trustee agrees for itself and on behalf of each First Lien Claimholder that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the First Lien Claimholders in the First Lien Collateral or by or on behalf of any of the Second Lien Claimholders in the Second Lien Collateral, as the case may be, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First Lien Collateral Trustee or any First Lien Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Lien Obligations as provided in Sections 2.1 and 3.1.

2.3 No New Liens. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company shall not, and shall not permit any other Grantor to:

(a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations; or

(b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations.

To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Collateral Trustee and/or the First Lien Claimholders, the Second Lien Collateral Trustee agrees on behalf of Second Lien Claimholders that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. In addition, for the avoidance of doubt, to the extent that the foregoing provisions are not complied with and the First Lien Claimholders receive amounts pursuant to or as a result of Liens granted in contravention of this Section 2.3 that under the terms of this Agreement should be applied to the Second Lien Obligations under Section 4.1, the First Lien Collateral Trustee agrees on behalf of the First Lien Claimholders that any such amounts shall be subject to Section 4.1.

2.4 Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. In furtherance of the foregoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement:

(a) upon request by the First Lien Collateral Trustee or the Second Lien Collateral Trustee, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Obligation Documents and the Second Lien Note Documents; and

(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations, subject to Section 5.3(d), shall be in all material respects the same forms of documents, other than with respect to the first lien and the second lien nature of the Obligations thereunder.

SECTION 3. Enforcement.

3.1 Exercise of Remedies. (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Trustee and the Second Lien Claimholders:

(1) will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Collateral Trustee or any Second Lien Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided, however, that the Second Lien Collateral Trustee may exercise any or all such rights or remedies after the passage of a period of at least 120 days has elapsed since the later of: (i) the date on which the Second Lien Collateral Trustee declares the existence of any Event of Default under any Second Lien Note Documents and demands the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Trustee receives notice from the Second Lien Collateral Trustee of such declarations of an Event of Default (the “Standstill Period”); and provided further that, notwithstanding anything herein to the contrary, in no event shall the Second Lien Collateral Trustee or any Second Lien Claimholder exercise any rights or remedies with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, the First Lien Collateral Trustee or First Lien Claimholders shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Trustee);

(2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Trustee or any First Lien Claimholder or any other exercise by the First Lien Collateral Trustee or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Obligation Documents or otherwise; and

(3) subject to their rights under clause (a)(1) above and except as may be permitted in Section 3.1(c), will not object to the forbearance by the First Lien Collateral Trustee or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral;

provided that, in the case of (1), (2) and (3) above, the Liens granted to secure the Second Lien Obligations of the Second Lien Claimholders shall attach to any proceeds resulting from actions taken by the First Lien Collateral Trustee or any First Lien Claimholder in accordance with this Agreement after application of such proceeds to the extent necessary to meet the requirements of a Discharge of First Obligations.

(b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Trustee and the First Lien Claimholders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Trustee or any Second Lien Claimholder; provided that the Lien securing the Second Lien Obligations shall remain on the proceeds of such Collateral released or disposed of subject to the relative priorities described in Section 2. In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Trustee and the First Lien Claimholders may enforce the provisions of the First Lien Obligation Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction.

(1) file a claim or statement of interest with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor;

(2) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations or the rights of any First Lien Collateral Trustee or the First Lien Claimholders to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral;

(3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;

(4) file any pleadings, objections, motions or agreements that assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement;

(5) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement with respect to the Second Lien Obligations and the Collateral; and

(6) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1).

The Second Lien Collateral Trustee agrees on behalf of itself and the Second Lien Claimholders that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral in its capacity as a creditor in violation of this Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a), 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Trustee and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred.

(d) Subject to Sections 3.1(a) and (c) and Section 6.3(b):

(1) the Second Lien Collateral Trustee agrees for itself and on behalf of the Second Lien Claimholders that the Second Lien Collateral Trustee and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Obligation Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise;

(2) the Second Lien Collateral Trustee hereby waives for itself and on behalf of the Second Lien Claimholders any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Trustee or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Trustee or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders; and

(3) the Second Lien Collateral Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Collateral Documents or any other Second Lien Note Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Trustee or the First Lien Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Obligation Documents.

(e) Except as otherwise specifically set forth in Sections 3.1(a) and (d), the Second Lien Collateral Trustee and the Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Note Documents and applicable law; provided that, in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) as the other Liens securing the Second Lien Obligations are subject to this Agreement.

(f) Nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Trustee or any Second Lien Claimholders of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations that are otherwise permitted to be paid under the First Lien Obligations Documents so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Collateral Trustee or any Second Lien Claimholders of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Trustee or the First Lien Claimholders may have with respect to the First Lien Collateral.

SECTION 4. Payments.

4.1 Application of Proceeds. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies by the First Lien Collateral Trustee or First Lien Claimholders shall be applied by the First Lien Collateral Trustee to the First Lien Obligations in such order as specified in the relevant First Lien Obligation Documents. Upon the Discharge of First Lien Obligations, the First Lien Collateral Trustee shall deliver to the Second Lien Collateral Trustee any Collateral and proceeds of Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be applied by the Second Lien Collateral Trustee to the Second Lien Obligations in such order as specified in the Second Lien Collateral Documents. Notwithstanding the foregoing, the Second Lien Claimholders are permitted to receive any reasonable amendment or waiver fees prior to the Discharge of First Lien Obligations to the extent that the First Lien Claimholders have also received such fees.

4.2 Payments Over in Violation of Agreement. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Second Lien Collateral Trustee or any Second Lien Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Trustee for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Trustee is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Trustee or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.

SECTION 5. Other Agreements.

5.1 Releases. (a) If, in connection with the exercise of the First Lien Collateral Trustee’s remedies in respect of the Collateral provided for in Section 3.1, the First Lien Collateral Trustee releases for itself or on behalf of any of the First Lien Claimholders any of its Liens on any part of the Collateral or releases any Grantor from its obligations under its guaranty of the First Lien Obligations in connection with the sale of the stock or substantially all the assets of such Grantor, then the Liens, if any, of the Second Lien Collateral Trustee for itself or for the benefit of the Second Lien Claimholders on such Collateral and the obligations of such Grantor under its guaranty of the Second Lien Obligations shall be automatically, unconditionally and simultaneously released; provided, that the First Lien Collateral Trustee shall provide written notice of any such release to the Second Lien Collateral Trustee at least 10 Business Days prior to the date of such release. The Second Lien Collateral Trustee shall promptly execute and deliver to the First Lien Collateral Trustee or such Grantor for itself and on behalf of any such Second Lien Claimholders such termination statements, releases and other documents as the First Lien Collateral Trustee or such Grantor may request to effectively confirm such release.

(b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a “Disposition”) permitted under the terms of both the First Lien Obligation Documents and the Second Lien Note Documents (other than in connection with the exercise of the First Lien Collateral Trustee’s remedies in respect of the Collateral provided for in Section 3.1), the First Lien Collateral Trustee releases for itself or on behalf of any of the First Lien Claimholders any of its Liens on any part of the Collateral, or releases any Grantor from its obligations under its guaranty of the First Lien Obligations in connection with the sale of the stock, or substantially all the assets, of such Grantor, in each case other than (A) in connection with the Discharge of First Lien Obligations and (B) after the occurrence and during the continuance of any Event of Default under the Second Lien Indenture, then the Liens, if any, of the Second Lien Collateral Trustee for itself or for the benefit of the Second Lien Claimholders on such Collateral and the obligations of such Grantor under its guaranty of the Second Lien Obligations shall be automatically, unconditionally and simultaneously released; provided, that the First Lien Collateral Trustee shall provide written notice of any such release to the Second Lien Collateral Trustee at least 10 Business Days prior to the date of such release. The Second Lien Collateral Trustee shall promptly execute and deliver to the First Lien Collateral Trustee or such Grantor for itself and on behalf of any such Second Lien Claimholders such termination statements, releases and other documents as the First Lien Collateral Trustee or such Grantor may request to effectively confirm such release.

(c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Trustee for itself and on behalf of the Second Lien Claimholders hereby irrevocably constitutes and appoints the First Lien Collateral Trustee and any officer or agent of the First Lien Collateral Trustee, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Collateral Trustee or such holder or in the First Lien Collateral Trustee’s own name, from time to time in the First Lien Collateral Trustee’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release.

(d) Until the Discharge of First Lien Obligations occurs, to the extent that the First Lien Collateral Trustee or the First Lien Claimholders (i) have released any Lien on Collateral or any Grantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new liens or additional guarantees from any Grantor, then the Second Lien Collateral Trustee shall be granted a Lien on any such Collateral for itself and for the Second Lien Claimholders, subject to the lien subordination provisions of this Agreement, or an additional guaranty, as the case may be.

(e) In the event that the principal amount of funded and/or issued First Lien Obligations plus the aggregate face amount of letters of credit, if any, issued under the First Lien Credit Agreement and not reimbursed plus the aggregate principal amount of unfunded commitments under the First Lien Credit Agreement (collectively, the “First Lien Obligations Amount”), at any date of determination no longer constitute at least 15% of the sum of (i) the First Lien Obligations Amount and (ii) the principal amount of issued Second Lien Obligations (collectively, the “Second Lien Obligations Amount”), then any agreement provided for in Section 5.1(a) and (b) above (except for releases given in connection with a Disposition permitted under the First Lien Obligation Documents and the Second Lien Note Documents) shall require the consent of First Lien Claimholders and Second Lien Claimholders representing in the aggregate more than 50% of the sum of (i) the First Lien Obligations Amount and (ii) the Second Lien Obligations Amount.

5.2 Insurance. Unless and until the Discharge of First Lien Obligations has occurred, subject to the terms of, and the rights of the Grantors under, the First Lien Obligation Documents, the First Lien Collateral Trustee and the First Lien Claimholders shall have the sole and exclusive right to adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral. Unless and until the Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantors under the First Lien Obligation Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of the Collateral and to the extent required by the First Lien Obligation Documents shall be paid to the First Lien Collateral Trustee for the benefit of the First Lien Claimholders pursuant to the terms of the First Lien Obligation Documents (including, without limitation, for purposes of cash collateralization of letters of credit) and thereafter, to the extent no First Lien Obligations are outstanding, to the Second Lien Collateral Trustee for the benefit of the Second Lien Claimholders to the extent required under the Second Lien Collateral Documents and then, to the extent no Second Lien Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Trustee or any Second Lien Claimholders shall at any time receive any proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such proceeds over to the First Lien Collateral Trustee in accordance with the terms of Section 4.2.

5.3 Amendments to First Lien Obligation Documents and Second Lien Note Documents. The First Lien Obligation Documents may be amended, supplemented or otherwise modified in accordance with their terms and the First Lien Credit Agreement and First Lien Notes may be Refinanced, in each case, upon 10 Business Days prior written notice to the Second Lien Collateral Trustee (but without the consent of the Second Lien Collateral Trustee or the Second Lien Claimholders), all without affecting the lien subordination or other provisions of this Agreement; provided, however, that the holders of such Refinancing debt bind themselves in a writing addressed to the Second Lien Collateral Trustee and the Second Lien Claimholders to the terms of this Agreement; and provided further that any such amendment, supplement, modification or Refinancing shall not, without the consent of the Second Lien Collateral Trustee:

(1) increase the sum of (without duplication) (A) the then outstanding aggregate principal amount of the First Lien Credit Agreement, (B) the aggregate amount of Revolving Commitments under the First Lien Credit Agreement, (C) the aggregate face amount of any letters of credit issued under the First Lien Credit Agreement and not reimbursed and (D) the aggregate principal amount of First Lien Notes to an amount in excess of the Cap Amount;

(2) increase (a) the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the First Lien Obligations by more than 3% per annum (excluding increases (A) resulting from application of any pricing grid set forth in the First Lien Credit Agreement as in effect on the closing date therefor or (B) resulting from the accrual of interest at the default rate) or (b) the default interest rate applicable to the First Lien Obligations; provided, that, for the avoidance of doubt, amendments or modifications providing for LIBOR floors or interest payable in kind shall not be restricted hereunder;

(3) extend the scheduled maturity of the First Lien Credit Agreement, the First Lien Notes or any Refinancing thereof beyond the scheduled maturity of the Second Lien Notes or any Refinancing thereof;

(4) reduce the principal amount of Second Lien Notes permitted in the First Lien Obligations Documents as of the date hereof; or

(5) contravene the provisions of this Agreement.

(b) Without the prior written consent of the First Lien Collateral Trustee, no Second Lien Note Document may be Refinanced, amended, supplemented or otherwise modified or entered into to the extent such Refinancing, amendment, supplement or modification, or the terms of any new Second Lien Note Document, would:

(1) increase the principal amount of the Second Lien Notes in excess of the amount permitted under the First Lien Obligation Documents;

(2) increase (a) the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the Second Lien Obligations by more than 3% per annum (excluding increases resulting from the accrual of interest at the default rate) or (b) the default interest rate applicable to the Second Lien Obligations; provided, that, for the avoidance of doubt, amendments or modifications providing for LIBOR floors or interest payable in kind shall not be restricted hereunder;

(3) change any default or Event of Default thereunder in a manner adverse to any First Lien Claimholder (other than to eliminate any such Event of Default or increase any grace period related thereto or otherwise make such Event of Default or condition less restrictive or burdensome on the Company); provided, that if any default or Event of Default is made more restrictive or onerous on the Company under the First Lien Obligations Documents, the Second Lien Claimholders will be offered the opportunity to make corresponding modifications to the Second Lien Note Documents subject to preservation of applicable cushions such that any resulting modifications to the Second Lien Note Documents will be less restrictive or onerous on the Company than the corresponding modifications in the First Lien Obligations Documents.

(4) change (to earlier dates) any dates upon which payments of principal or interest are due thereon;

(5) change the prepayment provisions thereof;

(6) increase materially the obligations of the obligor thereunder or to confer any additional material rights on the noteholders under the Second Lien Indenture (or a representative on their behalf) that would be adverse to any First Lien Claimholder; provided, that if any such obligations are increased or any such additional rights are conferred under the First Lien Obligations Documents, the Second Lien Claimholders will be offered the opportunity to make corresponding modifications to the Second Lien Note Documents subject to preservation of applicable cushions such that any resulting modifications to the Second Lien Note Documents will be less restrictive or onerous on the Company than the corresponding modifications in the First Lien Obligations Documents; or

(7) contravene the provisions of this Agreement.

The Second Lien Notes may be Refinanced to the extent the terms and conditions of such Refinancing debt meet the requirements of this Section 5.3(b), the average life to maturity thereof is greater than or equal to that of the Second Lien Notes and the holders of such Refinancing debt bind themselves in a writing addressed to the First Lien Collateral Trustee and the First Lien Claimholders to the terms of this Agreement.

The Second Lien Collateral Trustee shall provide at least 10 Business Days prior written notice of any amendment, supplement, modification or Refinancing of the Second Lien Note Documents to the First Lien Collateral Trustee.

(c) The Company agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the First Lien Collateral Trustee):

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Collateral Trustee pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Trustee hereunder are subject to the provisions of the Intercreditor Agreement, dated as of March 11, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among HAIGHTS CROSS OPERATING COMPANY, WELLS FARGO BANK, N.A., as First Lien Collateral Trustee, and WELLS FARGO BANK, N.A., as Second Lien Collateral Trustee, and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

In addition, the Company agrees that each Second Lien Mortgage covering any Collateral shall contain such other language as the First Lien Collateral Trustee may reasonably request to reflect the subordination of such Second Lien Mortgage to the First Lien Collateral Document covering such Collateral.

(d) In the event any First Lien Collateral Trustee or the First Lien Claimholders and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the First Lien Collateral Trustee, such First Lien Claimholders, the Company or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Lien Collateral Document without the consent of the Second Lien Collateral Trustee or the Second Lien Claimholders and without any action by the Second Lien Collateral Trustee, the Company or any other Grantor; provided that:

(1) no such amendment, waiver or consent shall have the effect of:

(A) removing or releasing assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 of this Agreement and provided that there is a corresponding release of the Liens securing the First Lien Obligations;

(B) imposing duties on the Second Lien Collateral Trustee without its consent;

(C) permitting other Liens on the Collateral not permitted under the terms of the Second Lien Note Documents or Section 6; or

(D) being prejudicial to the interests of the Second Lien Claimholders to a greater extent than the First Lien Claimholders; and

(2) notice of such amendment, waiver or consent shall have been given to the Second Lien Collateral Trustee within ten (10) Business Days after the effective date of such amendment, waiver or consent.

(e) Any amendment, waiver or modification entered into in contravention of this Section 5.3 shall be null and void and without effect.

5.4 Bailee for Perfection. (a) The First Lien Collateral Trustee agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “Pledged Collateral”) as Collateral Trustee for the First Lien Claimholders and as bailee for the Second Lien Collateral Trustee (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the First Lien Obligation Documents and the Second Lien Note Documents, respectively, subject to the terms and conditions of this Section 5.4.

(b) The First Lien Collateral Trustee shall have no obligation whatsoever to the First Lien Claimholders, the Second Lien Collateral Trustee or any Second Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4. The duties or responsibilities of the First Lien Collateral Trustee under this Section 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of First Lien Obligations as provided in paragraph (d) below.

(c) The First Lien Collateral Trustee acting pursuant to this Section 5.4 shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the First Lien Claimholders, the Second Lien Collateral Trustee or any Second Lien Claimholder.

(d) Upon the Discharge of First Lien Obligations under the First Lien Obligation Documents to which the First Lien Collateral Trustee is a party, the First Lien Collateral Trustee shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the Second Lien Collateral Trustee to the extent any Second Lien Obligations remain outstanding, and second, to the Company to the extent no First Lien Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). The First Lien Collateral Trustee further agrees to take all other action reasonably requested by the Second Lien Collateral Trustee in connection with the Second Lien Collateral Trustee obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct.

(e) Subject to the terms of this Agreement, so long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Trustee shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other First Lien Obligation Documents as if the Liens of the Second Lien Collateral Trustee and Second Lien Claimholders did not exist.

5.5 When Discharge of First Lien Obligations Deemed to Not Have Occurred. If concurrently with the Discharge of First Lien Obligations, the Company thereafter enters into any Refinancing of any First Lien Obligation Document evidencing a First Lien Obligation, which Refinancing is permitted by the Second Lien Note Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second Lien Collateral Trustee in accordance with the next sentence, the obligations under such Refinancing of the First Lien Obligation Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the First Lien Collateral Trustee under such First Lien Obligation Document shall be the First Lien Collateral Trustee for all purposes of this Agreement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Company has entered into a new First Lien Obligation Document (which notice shall include the identity of the new first lien Collateral Trustee, such agent, the “New Agent”), the Second Lien Collateral Trustee shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such New Agent shall reasonably request in order to provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral). The New Agent shall agree in a writing addressed to the Second Lien Collateral Trustee and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Obligation Documents are secured by assets of the Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second priority Lien on such assets to the same extent provided in the Second Lien Collateral Documents and this Agreement.

5.6 Purchase Right.

Without prejudice to the enforcement of the First Lien Claimholders’ remedies, the First Lien Claimholders agree at any time following either an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Obligation Documents or the expiration of the Standstill Period in accordance with the terms of this Agreement, any one or more of the Second Lien Claimholders shall have the right to purchase the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under the First Lien Credit Agreement) at par plus accrued interest (without regard to any prepayment penalty or premium), without warranty or representation or recourse, on a pro rata basis across First Lien Claimholders. This right shall be exercisable upon ten (10) Business Days prior written notice by such Second Lien Claimholders to each of the First Lien Collateral Trustee and the Second Lien Collateral Trustee that such Second Lien Claimholders intend to purchase the entire aggregate amount of outstanding First Lien Obligations. Within twenty (20) Business Days of receipt of such notice by the First Lien Collateral Trustee and the Second Lien Collateral Trustee, the First Lien Claimholders and purchasing Second Lien Claimholders shall endeavor to close such purchase transaction pursuant to documentation mutually acceptable to each of the First Lien Collateral Trustee and the Second Lien Collateral Trustee.

SECTION 6. Insolvency or Liquidation Proceedings.

6.1 Finance Issues. Until the Discharge of First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Collateral Trustee shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which the First Lien Collateral Trustee or any other creditor has a Lien or to permit the Company or any other Grantor to obtain financing, whether from the First Lien Claimholders or any other Person, under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Second Lien Collateral Trustee agrees on behalf of itself and the Second Lien Claimholders that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing is (i) on commercially reasonable terms, (ii) the Second Lien Collateral Trustee and the Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests and (iii) the DIP Financing (a) does not compel the Company to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document or (b) the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order. To the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with a DIP Financing that meets the requirements of clauses (i) through (iii) above, the Second Lien Collateral Trustee will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except as expressly agreed by the First Lien Collateral Trustee or to the extent permitted by Section 6.3).

6.2 Relief from the Automatic Stay. Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Trustee agrees on behalf of itself and the Second Lien Claimholders that none of them shall seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral without the prior written consent of the First Lien Collateral Trustee, unless a motion for adequate protection permitted under Section 6.3 has been denied by the Bankruptcy Court.

6.3 Adequate Protection. (a) The Second Lien Collateral Trustee agrees on behalf of itself and the Second Lien Claimholders that none of them shall contest (or support any other Person contesting):

(1) any request by the First Lien Collateral Trustee or the First Lien Claimholders for adequate protection; or

(2) any objection by the First Lien Collateral Trustee or the First Lien Claimholders to any motion, relief, action or proceeding based on the First Lien Collateral Trustee or the First Lien Claimholders claiming a lack of adequate protection.

(b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding the First Lien Collateral Trustee and/or the First Lien Claimholders shall not object:

(1) if the First Lien Claimholders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any Cash Collateral use or DIP Financing, then the Second Lien Collateral Trustee may seek or request on behalf of itself or any of the Second Lien Claimholders adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing the First Lien Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to the First Lien Obligations under this Agreement; and

(2) in the event the Second Lien Collateral Trustee seeks or requests on behalf of itself or any of the Second Lien Claimholders adequate protection in respect of the Second Lien Obligations and such adequate protection is granted in the form of additional collateral, then the Second Lien Collateral Trustee agrees on behalf of itself and the Second Lien Claimholders that the First Lien Collateral Trustee shall also be granted a senior Lien on such additional collateral as security for the First Lien Obligations and for any Cash Collateral use or DIP Financing provided by the First Lien Claimholders and that any Lien on such additional collateral securing the Second Lien Obligations shall be subordinated to the Lien on such collateral securing the First Lien Obligations and any such DIP Financing provided by the First Lien Claimholders (and all Obligations relating thereto) and to any other Liens granted to the First Lien Claimholders as adequate protection on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to such First Lien Obligations under this Agreement. Except as otherwise expressly set forth in Section 6.1 or in connection with the exercise of remedies with respect to the Collateral, nothing herein shall limit the rights of the Second Lien Collateral Trustee or the Second Lien Claimholders to seek adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

6.4 No Waiver. Subject to Sections 3.1(a) and (d), nothing contained herein shall prohibit or in any way limit the First Lien Collateral Trustee or any First Lien Claimholder from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Second Lien Collateral Trustee or any of the Second Lien Claimholders, including the seeking by the Second Lien Collateral Trustee or any Second Lien Claimholders of adequate protection or the asserting by the Second Lien Collateral Trustee or any Second Lien Claimholders of any of its rights and remedies under the Second Lien Note Documents or otherwise.

6.5 Avoidance Issues. If any First Lien Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Company or any other Grantor any amount paid in respect of the First Lien Obligations (a “Recovery”), then such First Lien Claimholders shall be entitled to a reinstatement of the First Lien Obligations with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.

6.6 Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of the First Lien Obligations and on account of the Second Lien Obligations, then, unless otherwise provided for in a plan of reorganization or similar dispositive restructuring plan, to the extent the debt obligations distributed on account of the First Lien Obligations and on account of the Second Lien Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

6.7 Post-Petition Interest. (a) Neither the Second Lien Collateral Trustee nor any Second Lien Claimholder shall oppose or seek to challenge any claim by the First Lien Collateral Trustee or any First Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of any First Lien Claimholder’s Lien without regard to the existence of the Lien of the Second Lien Collateral Trustee on behalf of the Second Lien Claimholders on the Collateral.

(b) Neither the First Lien Collateral Trustee nor any other First Lien Claimholder shall oppose or seek to challenge any claim by the Second Lien Collateral Trustee or any Second Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien of the Second Lien Collateral Trustee on behalf of the Second Lien Claimholders on the Collateral (after taking into account the First Lien Collateral).

6.8 Waiver. The Second Lien Collateral Trustee waives for itself and on behalf of the Second Lien Claimholders any claim it may hereafter have against any First Lien Claimholder arising out of the election of any First Lien Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code, out of any cash collateral or financing arrangement or out of any grant of a security interest in connection with the Collateral in any Insolvency or Liquidation Proceeding.

6.9 Separate Grants of Security and Separate Classification. The Second Lien Collateral Trustee acknowledges and agrees for itself and on behalf of the Second Lien Claimholders and the First Lien Collateral Trustee acknowledges and agrees for itself and on behalf of the First Lien Claimholders that:

(a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute two separate and distinct grants of Liens; and

(b) because of, among other things, their differing rights in the Collateral, the Second Lien Obligations are fundamentally different from the First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding.

To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, that is disallowed as a claim in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral, with the Second Lien Collateral Trustee hereby acknowledging and agreeing for itself and on behalf of the Second Lien Claimholders to turn over to the First Lien Collateral Trustee for itself and on behalf of the First Lien Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders).

SECTION 7. Reliance; Waivers; Etc.

7.1 Reliance. Other than any reliance on the terms of this Agreement, the First Lien Collateral Trustee acknowledges on behalf of itself and the First Lien Claimholders that it and the First Lien Claimholders have, independently and without reliance on the Second Lien Collateral Trustee or any Second Lien Claimholders, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into such First Lien Obligation Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the First Lien Obligation Documents or this Agreement. The Second Lien Collateral Trustee acknowledges on behalf of itself and the Second Lien Claimholders that it and the Second Lien Claimholders have, independently and without reliance on the First Lien Collateral Trustee or any First Lien Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the Second Lien Note Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Second Lien Note Documents or this Agreement.

7.2 No Warranties or Liability. The First Lien Collateral Trustee acknowledges and agrees on behalf of itself and the First Lien Claimholders that each of the Second Lien Collateral Trustee and the Second Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Claimholders will be entitled to manage and supervise their respective notes, loans and extensions of credit under the Second Lien Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein, the Second Lien Collateral Trustee acknowledges and agrees on behalf of itself and the Second Lien Claimholders that the First Lien Collateral Trustee and the First Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Obligation Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the First Lien Claimholders will be entitled to manage and supervise their respective notes, loans and extensions of credit under their respective First Lien Obligation Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Trustee and the Second Lien Claimholders shall have no duty to the First Lien Collateral Trustee or any of the First Lien Claimholders, and the First Lien Collateral Trustee and the First Lien Claimholders shall have no duty to the Second Lien Collateral Trustee or any of the Second Lien Claimholders, to act or refrain from acting in a manner that allows or results in the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the First Lien Obligation Documents and the Second Lien Note Documents), regardless of any knowledge thereof that they may have or be charged with.

7.3 No Waiver of Lien Priorities. (a) No right of the First Lien Claimholders, the First Lien Collateral Trustee or any of them to enforce any provision of this Agreement or any First Lien Obligation Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or any other Grantor or by any act or failure to act by any First Lien Claimholder or the First Lien Collateral Trustee, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the First Lien Obligation Documents or any of the Second Lien Note Documents, regardless of any knowledge thereof that the First Lien Collateral Trustee or the First Lien Claimholders or any of them may have or be otherwise charged with.

(b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Company and the other Grantors under the First Lien Obligation Documents and subject to the provisions of Section 5.3(a)), the First Lien Claimholders, the First Lien Collateral Trustee and any of them may, at any time and from time to time in accordance with the First Lien Obligation Documents and/or applicable law, without the consent of or notice to the Second Lien Collateral Trustee or any Second Lien Claimholders, without incurring any liabilities to the Second Lien Collateral Trustee or any Second Lien Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Second Lien Collateral Trustee or any Second Lien Claimholders is affected, impaired or extinguished thereby) do any one or more of the following:

(1) change the manner, place or terms of payment, change or extend the time of payment of or amend, renew, exchange, increase or alter the terms of any of the First Lien Obligations or any Lien on any First Lien Collateral or guaranty thereof or any liability of the Company or any other Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the First Lien Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the First Lien Collateral Trustee or any of the First Lien Claimholders, the First Lien Obligations or any of the First Lien Obligation Documents; provided that any such increase in the First Lien Obligations shall not increase the sum of the Indebtedness constituting principal under the First Lien Credit Agreement, the First Lien Indenture and the face amount of any letters of credit issued under the First Lien Credit Agreement and not reimbursed to an amount in excess of the Cap Amount;

(2) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the First Lien Collateral or any liability of the Company or any other Grantor to the First Lien Claimholders or the First Lien Collateral Trustee or any liability incurred directly or indirectly in respect thereof;

(3) settle or compromise any First Lien Obligation or any other liability of the Company or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the First Lien Obligations) in any manner or order; and

(4) exercise or delay in or refrain from exercising any right or remedy against the Company or any security or any other Grantor or any other Person, elect any remedy and otherwise deal freely with the Company, any other Grantor or any First Lien Collateral and any security and any guarantor or any liability of the Company or any other Grantor to the First Lien Claimholders or any liability incurred directly or indirectly in respect thereof.

(c) Except as otherwise provided herein, the Second Lien Collateral Trustee also agrees on behalf of itself and the Second Lien Claimholders that the First Lien Claimholders and the First Lien Collateral Trustee shall have no liability to the Second Lien Collateral Trustee or any Second Lien Claimholders, and the Second Lien Collateral Trustee hereby waives on behalf of itself and the Second Lien Claimholders any claim against any First Lien Claimholder or the First Lien Collateral Trustee arising out of any and all actions that the First Lien Claimholders or the First Lien Collateral Trustee may take or permit or omit to take with respect to:

(1) the First Lien Obligation Documents (other than this Agreement);

(2) the collection of the First Lien Obligations; or

(3) the foreclosure upon, or sale, liquidation or other disposition of, any First Lien Collateral.

The Second Lien Collateral Trustee agrees on behalf of itself and the Second Lien Claimholders that the First Lien Claimholders and the First Lien Collateral Trustee have no duty to them in respect of the maintenance or preservation of the First Lien Collateral, the First Lien Obligations or otherwise.

(d) Until the Discharge of First Lien Obligations, the Second Lien Collateral Trustee agrees on behalf of itself and the Second Lien Claimholders not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

7.4 Obligations Unconditional. All rights, interests, agreements and obligations of the First Lien Collateral Trustee and the First Lien Claimholders and the Second Lien Collateral Trustee and the Second Lien Claimholders, respectively, hereunder shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of any First Lien Obligation Documents or any Second Lien Note Documents;

(b) except as otherwise expressly set forth in this Agreement, any change in the time, manner or place of payment of or in any other terms of all or any of the First Lien Obligations or Second Lien Obligations or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any First Lien Obligation Document or any Second Lien Note Document;

(c) except as otherwise expressly set forth in this Agreement, any change in any security interest in any Collateral or any other collateral or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First Lien Obligations or Second Lien Obligations or any guaranty thereof;

(d) the commencement of any Insolvency or Liquidation Proceeding in respect of the Company or any other Grantor; or

(e) any other circumstances that otherwise might constitute a defense available to or a discharge of the Company or any other Grantor in respect of the First Lien Collateral Trustee, the First Lien Obligations, any First Lien Claimholder, the Second Lien Collateral Trustee, the Second Lien Obligations or any Second Lien Claimholder in respect of this Agreement.

SECTION 8. Miscellaneous.

8.1 Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of the First Lien Obligation Documents or the Second Lien Note Documents, the provisions of this Agreement shall govern and control.

8.2 Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Collateral Trustee or any Second Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereon. The Second Lien Collateral Trustee hereby waives on behalf of itself and the Second Lien Claimholders any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive and shall continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

(a) with respect to the First Lien Collateral Trustee, the First Lien Claimholders and the First Lien Obligations, on the date of the Discharge of First Lien Obligations, subject to the rights of the First Lien Claimholders under Section 6.5; and

(b) with respect to the Second Lien Collateral Trustee, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Indenture terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate.

8.3 Amendments; Waivers. No amendment, modification or waiver of any of the provisions of this Agreement by the Second Lien Collateral Trustee or the First Lien Collateral Trustee shall be deemed to be made unless the same shall be in writing signed on behalf of each party hereto or its authorized agent, and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties hereto in any other respect or at any other time. Notwithstanding the foregoing, the Company shall not have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its rights are directly affected (which includes, but is not limited to, any amendment to the Grantors’ ability to cause additional obligations to constitute First Lien Obligations or Second Lien Obligations as the Company may designate).

8.4 Information Concerning Financial Condition of the Company and its Subsidiaries. The First Lien Collateral Trustee and the First Lien Claimholders, on the one hand, and the Second Lien Claimholders and the Second Lien Collateral Trustee, on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition of the Company and its Subsidiaries and all endorsers and/or guarantors of the First Lien Obligations or the Second Lien Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Lien Obligations or the Second Lien Obligations. The First Lien Collateral Trustee and the First Lien Claimholders shall have no duty to advise the Second Lien Collateral Trustee or any Second Lien Claimholder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event the First Lien Collateral Trustee or any of the First Lien Claimholders, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the Second Lien Collateral Trustee or any Second Lien Claimholder, it or they shall be under no obligation:

(a) to make, and the First Lien Collateral Trustee and the First Lien Claimholders shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided;

(b) to provide any additional information or to provide any such information on any subsequent occasion;

(d) to disclose any information that pursuant to accepted or reasonable commercial finance practices such party wishes to maintain confidential or is otherwise required to maintain confidential.

8.5 Subrogation. With respect to the value of any payments or distributions in cash, property or other assets that any of the Second Lien Claimholders or the Second Lien Collateral Trustee pays over to the First Lien Collateral Trustee or the First Lien Claimholders under the terms of this Agreement, the Second Lien Claimholders and the Second Lien Collateral Trustee shall be subrogated to the rights of the First Lien Collateral Trustee and the First Lien Claimholders; provided that the Second Lien Collateral Trustee hereby agrees on behalf of itself and the Second Lien Claimholders not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of First Lien Obligations has occurred. The Company acknowledges and agrees that the value of any payments or distributions in cash, property or other assets received by the Second Lien Collateral Trustee or the Second Lien Claimholders that are paid over to the First Lien Collateral Trustee or the First Lien Claimholders pursuant to this Agreement shall not reduce any of the Second Lien Obligations.

8.6 Application of Payments. All payments received by the First Lien Collateral Trustee or the First Lien Claimholders may be applied, reversed and reapplied, in whole or in part, to such part of the First Lien Obligations provided for in the First Lien Obligation Documents. The Second Lien Collateral Trustee assents on behalf of itself and the Second Lien Claimholders to any extension or postponement of the time of payment, subject to Section 5.3(a)(3), of the First Lien Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security that may at any time secure any part of the First Lien Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.

8.7 SUBMISSION TO JURISDICTION; WAIVERS. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY:

(1) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;

(2) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

(3) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.8; AND

(4) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (3) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

(b) EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.7(b) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

8.8 Notices. All notices to the Second Lien Claimholders and the First Lien Claimholders permitted or required under this Agreement shall also be sent to the Second Lien Collateral Trustee and the First Lien Collateral Trustee, respectively. Unless otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof upon receipt of telefacsimile or telex or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto shall be as set forth on Annex I hereto or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

8.9 Further Assurances. The First Lien Collateral Trustee agrees on behalf of itself and the First Lien Claimholders, the Second Lien Collateral Trustee agrees on behalf of itself and the Second Lien Claimholders and the Company agrees that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the First Lien Collateral Trustee or the Second Lien Collateral Trustee may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.

8.10 APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

8.11 Binding on Successors and Assigns. This Agreement shall be binding upon the First Lien Collateral Trustee, the First Lien Claimholders, the Second Lien Collateral Trustee, the Second Lien Claimholders and their respective successors and assigns.

8.12 Specific Performance. Each of the First Lien Collateral Trustee and the Second Lien Collateral Trustee may demand specific performance of this Agreement. The First Lien Collateral Trustee hereby irrevocably waives on behalf of itself and the First Lien Claimholders, and the Second Lien Collateral Trustee hereby irrevocably waives on behalf of itself and the Second Lien Claimholders, any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by the First Lien Collateral Trustee or the First Lien Claimholders or the Second Lien Collateral Trustee or the Second Lien Claimholders, as the case may be.

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

8.14 Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.

8.15 Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.

8.16 No Third Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the First Lien Claimholders and the Second Lien Claimholders. Nothing in this Agreement shall impair, as between the Company and the other Grantors and the First Lien Collateral Trustee and the First Lien Claimholders, or as between the Company and the other Grantors and the Second Lien Collateral Trustee and the Second Lien Claimholders, the obligations of the Company and the other Grantors to pay principal, interest, fees and other amounts as provided in the First Lien Obligation Documents and the Second Lien Note Documents, respectively.

8.17 Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Collateral Trustee and the First Lien Claimholders on the one hand and the Second Lien Collateral Trustee and the Second Lien Claimholders on the other hand. None of the Company, any other Grantor or any creditor thereof shall have any rights hereunder, and neither the Company nor any Grantor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Company or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

IN WITNESS WHEREOF, the parties hereto have executed this Intercreditor Agreement as of the date first written above.

First Lien Collateral Trustee

WELLS FARGO BANK, N.A.,

as First Lien Collateral Trustee,

By:

Name:

Title:

S-1

Second Lien Collateral Trustee

WELLS FARGO BANK, N.A.,

as Second Lien Collateral Trustee

By:

Name:

Title:

S-2

Acknowledged and Agreed to by:

HAIGHTS CROSS OPERATING COMPANY

By:
	Name:
	Title:

S-3

Annex I

Notices

First Lien Collateral Trustee

Wells Fargo Bank, National Association

Corporate Trust Services

625 Marquette Ave., 11th Floor

MAC N9311-110

Minneapolis, MN 55479

Attention: J. Sillman

Phone: 612.316.4305

Fax: 612.667.9825

Second Lien Collateral Trustee

Wells Fargo Bank, National Association

Corporate Trust Services

625 Marquette Ave., 11th Floor

MAC N9311-110

Minneapolis, MN 55479

Attention: J. Sillman

Phone: 612.316.4305

Fax: 612.667.9825

The Company

c/o Haights Cross Operating Company

136 Madison Avenue – 8th floor

New York, New York 10016

Phone: (212) 209-0500

Facsimile: (212) 209-0501

Attention: Chief Financial Officer

With copies to:

Brown Rudnick LLP

Boston, MA 02111

Facsimile: (617) 856-8201

Attention: Steven D. Pohl, Esq.

Mary D. Bucci, Esq.

A-1

Section 4A.04.	Payment of Obligations	45
Section 4A.05.	Maintenance of Properties; Insurance	45
Section 4A.06.	Books and Records; Teleconference Call with Holders	46
Section 4A.07.	Fiscal Year	46
Section 4A.08.	Compliance with Laws	46
Section 4A.09.	Certain Obligations Respecting Subsidiaries	46
Section 4A.10.	ERISA	47
Section 4A.11.	Environmental Matters; Reporting	48
Section 4A.12.	Matters Relating to Additional Real Property Collateral	48
Section 4A.13.	Cash Deposits; Bank Accounts and Securities Accounts	50
Section 4A.14.	Payment of Notes; Additional Amounts	50
Section 4A.15.	Maintenance of Office or Agency	52

	B. NEGATIVE COVENANTS

Section 4B.01.	Indebtedness	52
Section 4B.02.	Liens	54
Section 4B.03.	Contingent Liabilities	56
Section 4B.04.	Fundamental Changes; Asset Sales	56
Section 4B.05.	Investments; Hedging Agreements; Subsidiary Cash	57
Section 4B.06.	Restricted Junior Payments	59
Section 4B.07.	Transactions with Affiliates	60
Section 4B.08.	Restrictive Agreements	61
Section 4B.09.	Sale-Leaseback Transactions	61
Section 4B.10.	Certain Financial Covenants	61
Section 4B.11.	Lines of Business	63
Section 4B.12.	Other Indebtedness	63
Section 4B.13.	Modifications of Certain Documents	63
Section 4B.14.	Special Restrictions on Parent	63

	ARTICLE FIVE
	REPRESENTATIONS AND WARRANTIES

Section 5.01	Organization; Powers	64
Section 5.02	Authorization; Enforceability	64
Section 5.03	Governmental Approvals; No Conflicts	64
Section 5.04	Financial Condition; No Material Adverse Change	65
Section 5.05	Properties	66
Section 5.06	Litigation and Environmental Matters	67
Section 5.07	Compliance with Laws and Agreements	67
Section 5.08	Investment and Holding Company Status	67
Section 5.09	Taxes	68
Section 5.10	ERISA	68
Section 5.11	Disclosure	68
Section 5.12	Capitalization	68
Section 5.13	Subsidiaries	69
Section 5.14	Material Indebtedness, Liens and Agreements	69

Section 5.15	Federal Reserve Regulations	70
Section 5.16	Solvency	70
Section 5.17	Force Majeure	71
Section 5.18	Labor and Employment Matters	71
Section 5.19	Bank Accounts	71
Section 5.20	OFAC	72
Section 5.21	Patriot Act	72
Section 5.22	Trade Relations	72

	ARTICLE SIX
	DEFAULTS AND REMEDIES

Section 6.01	Events of Default	73
Section 6.02	Acceleration	75
Section 6.03	Other Remedies	75
Section 6.04	Waiver of Past Defaults	76
Section 6.05	Control by Majority	77
Section 6.06	Limitation on Suits	77
Section 6.07	Rights of Holders of Notes to Receive Payment	77
Section 6.08	Collection Suit by Trustee	78
Section 6.09	Trustee May File Proofs of Claim	78
Section 6.10	Priorities	78
Section 6.11	Undertaking for Costs	79

	ARTICLE SEVEN
	TRUSTEE

Section 7.01	Duties of Trustee	79
Section 7.02	Certain Rights of Trustee	80
Section 7.03	Individual Rights of Trustee	81
Section 7.04	Trustee’s Disclaimer	81
Section 7.05	Notice of Defaults	81
Section 7.06	Reports by Trustee to Holders of the Notes	82
Section 7.07	Compensation and Indemnity	82
Section 7.08	Replacement of Trustee	83
Section 7.09	Successor Trustee by Merger, Etc	84
Section 7.10	Eligibility; Disqualification	84
Section 7.11	Preferential Collection of Claims Against Company	84
Section 7.12	No Representation by Trustee	84

	ARTICLE EIGHT
	CONDITIONS TO ISSUANCE OF THE NOTES

Section 8.01	Conditions Precedent to the Issuance of the Notes	85

	ARTICLE NINE
	AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01	Without Consent of Holders of Notes	90
Section 9.02	With Consent of Holders of Notes	90
Section 9.03	Compliance with Trust Indenture Act	92
Section 9.04	Revocation and Effect of Consents	92
Section 9.05	Notation on or Exchange of Notes	92
Section 9.06	Trustee to Sign Amendments, Etc	93

	ARTICLE TEN
	NOTE GUARANTEES

Section 10.01	Guarantee	93
Section 10.02	Limitation on Guarantor Liability	94
Section 10.03	Execution and Delivery of Note Guarantee	94

	ARTICLE ELEVEN
	COLLATERAL AND SECURITY DOCUMENTS

Section 11.01	Collateral and Security Documents	95
Section 11.02	Authorization of Actions to Be Taken	96
Section 11.03	Application of Proceeds of Collateral	97
Section 11.04	Possession and Use of Collateral	97
Section 11.05	Trust Indenture Act Requirements; Opinion of Counsel; Certificates of the Issue	98
Section 11.06	Further Assurances	98
Section 11.07	Release of Collateral	99
Section 11.08	[Reserved]	100

	ARTICLE TWELVE
	MISCELLANEOUS

Section 12.01	Trust Indenture Act Controls	100
Section 12.02	Notices	100
Section 12.03	Communication by Holders of Notes with Other Holders of Notes	101
Section 12.04	Certificate and Opinion as to Conditions Precedent	101
Section 12.05	Statements Required in Certificate or Opinion	102
Section 12.06	Rules by Trustee and Agents	102
Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders	102
Section 12.08	Governing Law	102
Section 12.09	Consent to Jurisdiction	103
Section 12.10	No Adverse Interpretation of Other Agreements	103
Section 12.11	Successors	103
Section 12.12	Severability	103
Section 12.13	Counterpart Originals	103

Section 12.14	Acts of Holders	103
Section 12.15	Benefit of Indenture	105
Section 12.16	Table of Contents, Headings, Etc	105

	EXHIBITS

Exhibit A	FORM OF NOTE

Exhibit B	FORM OF SUPPLEMENTAL INDENTURE

Exhibit C	FORM OF COMPLIANCE CERTIFICATE

Exhibit D	FORM OF INTERCOMPANY NOTE

Exhibit E	FORM OF LANDLORD’S WAIVER AND CONSENT

Exhibit F	FORM OF INTERCREDITOR AGREEMENT

Exhibit G	FORM OF MORTGAGE

	SCHEDULES

Schedule 1.01(a)	Leasehold Property

Schedule 1.01(b)	Permitted Holders

Schedule 4A.01	Financial Matters

Schedule 4B.01	Indebtedness

Schedule 4B.02	Permitted Liens

Schedule 4B.05	Certain Investments

Schedule 4B.07	Permitted Transactions with Affiliates

Schedule 4B.08	Restrictive Agreements

Schedule 5.03	Governmental Approvals

Schedule 5.04	Exception to No MAC

Schedule 5.05	Copyrights, Patents and Trademarks and Real Property

Schedule 5.06	Disclosed Matters

Schedule 5.07	Compliance with laws and Agreements

Schedule 5.09	Taxes

Schedule 5.10	ERISA

Schedule 5.12	Capitalization

Schedule 5.13	Subsidiaries of the Obligors

Schedule 5.14	Material Indebtedness, Liens and Agreements

Schedule 5.18	Labor and Employment Matters

Schedule 5.19	Bank Accounts

Schedule 5.22	Trade Relations

		Page

	ARTICLE ONE
	DEFINITIONS

Section 1.01	Definitions	1
Section 1.02	Incorporation by Reference of Trust Indenture Act	27
Section 1.03	Rules of Construction	28

	ARTICLE TWO
	THE NOTES

Section 2.01	Form and Dating	28
Section 2.02	Execution and Authentication	29
Section 2.03	Methods of Receiving Payments on the Notes	29
Section 2.04	Registrar and Paying Agent	30
Section 2.05	Paying Agent to Hold Money in Trust	30
Section 2.06	Holder Lists	30
Section 2.07	Transfer and Exchange	31
Section 2.08	Replacement Notes	34
Section 2.09	Outstanding Notes	34
Section 2.10	Treasury Notes	35
Section 2.11	Temporary Notes	35
Section 2.12	Cancellation	35
Section 2.13	Defaulted Interest	35
Section 2.14	CUSIP Numbers	36

	ARTICLE THREE
	REDEMPTION

Section 3.01	Notices to Trustee	37
Section 3.02	Selection of Notes to Be Redeemed	37
Section 3.03	Notice of Redemption	37
Section 3.04	Effect of Notice of Redemption	38
Section 3.05	Deposit of Redemption Price	38
Section 3.06	Notes Redeemed in Part	39
Section 3.07	Optional Redemption	39
Section 3.08	Mandatory Redemption	39

	ARTICLE FOUR
	A. AFFIRMATIVE COVENANTS

Section 4A.01.	Financial Statements and Other Information	42
Section 4A.02.	Notices of Material Events	44
Section 4A.03.	Existence; Conduct of Business	44

Date		Ratio
June 30, 2010		6.59 to 1.00
September 30, 2010		7.92 to 1.00
December 31, 2010		7.71 to 1.00
March 31, 2011		8.08 to 1.00
June 30, 2011		7.82 to 1.00
September 30, 2011		7.61 to 1.00

Date		Ratio
December 31, 2011		7.47 to 1.00
March 31, 2012		7.12 to 1.00
June 30, 2012		6.84 to 1.00
September 30, 2012		6.63 to 1.00
December 31, 2012		6.39 to 1.00

Measurement Date	Maximum Capital Expenditure Amount
June 30, 2010	$	23,161,000
September 30, 2010	$	24,741,000
December 31, 2010	$	24,119,000
March 31, 2011	$	24,100,000
June 30, 2011	$	24,434,000
September 30, 2011	$	25,057,000
December 31, 2011	$	25,907,000
March 31, 2012	$	26,258,000
June 30, 2012	$	26,552,000
September 30, 2012	$	26,829,000
December 31, 2012	$	27,156,000

	Very truly yours,

	WELLS FARGO BANK, N.A.

	By:
		Name:
		Title:

	HAIGHTS CROSS OPERATING COMPANY

	By:
		Name:
		Title:

	HAIGHTS CROSS COMMUNICATIONS, INC.

	By:
		Name:
		Title:

	TRIUMPH LEARNING, LLC

	By:
		Name:
		Title:

	RECORDED BOOKS, LLC

	By:
		Name:
		Title:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax 1.D. no.)







(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:			Your Signature
				(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Date of Exchange		Amount of Decrease in Principal Amount at Maturity of this Global Note		Amount of Increase in Principal Amount at Maturity of this Global Note		Principal Amount at Maturity of this Global Note Following such decrease (or increase)		Signature of Authorized Officer of Trustee or Note Custodian

(C)	Line (A) divided by Line (B):	____________

	A detailed calculation of EBITDA appears below in Section IV of these Calculations.

	[Guaranteeing Subsidiary]

	By:
		Name:
		Title:

	HAIGHTS CROSS OPERATING COMPANY

	By:
		Name:
		Title:

	WELLS FARGO BANK, N.A., as Trustee

	By:
		Name:
		Title:

	Very truly yours,

	ISSUER

	HAIGHTS CROSS OPERATING COMPANY

	By:
		Name:
		Title:

The actual Leverage Ratio as of the Measurement Date is:	___ to 1

The Leverage Ratio as of the Measurement Date is required
to be not greater than:	___ to 1*

(B)	The Net EBITDA of Parent and its Subsidiaries for the period of four consecutive fiscal quarters ending on the Measurement Date:	$____________

(C)	Line (A) divided by Line (B):	____________

	Note: A detailed calculation of Net EBITDA appears below in Section V of these Calculations.

The actual Interest Coverage Ratio as of the Measurement Date is:	____ to 1

The Interest Coverage Ratio as of the Measurement Date is required to be not less than:	____ to 1*

(A)	Net EBITDA for the period of four consecutive fiscal quarters ending on the Measurement Date:	$___________

	divided by

The actual Capital Expenditures of Parent and its Subsidiaries during the applicable fiscal year total:	$_________

Capital Expenditures during the applicable fiscal year are not permitted to exceed:	$_________*

(i)	net income of Parent and its Subsidiaries
	(determined on a consolidated basis without duplication in
	accordance with GAAP during the
	EBITDA Measurement Period:	$____________

	plus (without duplication)

(ii)	the sum for such period of (to the extent deducted in computing net income):

	(a) income and franchise taxes and similar charges:	$____________

	(b) interest and fees in respect of Indebtedness (whether or not actually paid in cash):	$____________

	(c) depreciation and amortization (including amortization of Pre-Publication Costs:	$____________

	(d) amortization of deferred financing costs	$____________

	(e) net losses related to discontinued operations (not to exceed $200,000 for any period of four consecutive fiscal quarters)	$____________

	(f) Non-Cash Charges	$____________

(g)	periodic GAAP restructuring charges (or Restructuring Related Charges), including but not limited to employee severance and relocation costs, lease termination costs, facility moving costs, incurred during any period of four consecutive fiscal quarters beginning with the fiscal quarter ended June 30, 2010. (Aggregate Amount of such charges not to exceed $150,000):	$____________

(h)	dividends (including interest or accretion on the same) paid by Parent during such period on preferred stock of Parent to the extent (but only to the extent) such dividends are permitted to be paid and such preferred stock is permitted to be issued under the Indenture	$_____________

(i)	any additional costs or expenses incurred or reduced deferred revenue realized during such period that are attributable to the revaluation of Inventory, Pre-Publication Costs or other assets or Deferred Revenue, or any other adjustments in connection with the fair value fresh-start accounting treatment of the Restructuring Transactions	$_____________

(j)	extraordinary losses during such period	$_____________

(k)	losses incurred during such period in respect of Casualty Events and Dispositions	$_____________

	SUBTOTAL:	$____________

	minus

(iii)	to the extent added in calculating net income:

	(a)	extraordinary gains during such period:	$____________

	minus

	(b)	gains received during such period in respect of Casualty Events and Dispositions :	$____________

	minus

	(c)	non-cash, non-operating income for the EBITDA Measurement Period:	$_____________

	minus

	(d)	interest income for the EBITDA Measurement Period:	$____________

TOTAL EBITDA			$____________

The actual Net EBITDA for the period of four consecutive fiscal quarters ended
on the Measurement Date is:	$_________*

(A)	The EBITDA of Parent and its Subsidiaries for the period of four consecutive fiscal quarters ended on the Measurement Date:	$___________

minus

(B)	amortization of Pre-Publication Costs (excluding Non-Cash Charges) of Parent and its Subsidiaries for such period, as determined in accordance with GAAP):	$__________

plus

(C)	any additional costs or expenses or amortization incurred during such period that are attributable to the revaluation of Pre-Publication Costs in connection with the fair value fresh-start accounting treatment of the Restructuring Transactions of Parent and its Subsidiaries for such period as determined in accordance with GAAP):	$____________

(D)	SUBTOTAL for lines (A), (B) and (C)
	Net EBITDA:	$____________**

	After Recording Return To:
	Shearman & Sterling LLP
	599 Lexington Avenue
	New York, New York 10022
	Attention: John L. Opar, Esq.

	Page

ARTICLE I COVENANTS AND AGREEMENTS OF THE TRUST	5

SECTION 1.1. Payment of Secured Obligations	5

SECTION 1.2. Title to Trust Premises, etc.	5

SECTION 1.3. Title Insurance	6

SECTION 1.3.1. Title Insurance Policy	6

SECTION 1.3.2. Title Insurance Proceeds	6

SECTION 1.4. Recordation	6

SECTION 1.5. Payment of Impositions, etc.	6

SECTION 1.6. Insurance and Legal Requirements	7

SECTION 1.7. Security Interests, etc.	7

SECTION 1.8. Permitted Contests	8

SECTION 1.9. Leases	8

SECTION 1.10. Compliance with Instruments	8

SECTION 1.11. Maintenance and Repair, etc.	9

SECTION 1.12. Alterations, Additions, etc.	9

SECTION 1.13. Acquired Property Subject to Lien	9

SECTION 1.14. Assignment of Rents, Proceeds, etc.	10

SECTION 1.15. No Claims Against the Trustee or the Beneficiary	10

SECTION 1.16. Indemnification	11

SECTION 1.17. No Credit for Payment of Taxes	11

SECTION 1.18. Intentionally omitted	11

SECTION 1.19. No Transfer of the Property	12

SECTION 1.20. Security Agreement	12

	Page

SECTION 1.21. Trustor’s Representations and Warranties	13

SECTION 1.22. Trustor’s Covenants	13

SECTION 1.23. Covenants Running with the Land	13

ARTICLE II INSURANCE; DAMAGE, DESTRUCTION OR TAKING, ETC.	13

SECTION 2.1. Insurance	13

SECTION 2.1.1. Risks to be Insured	13

SECTION 2.1.2. Separate Insurance	14

SECTION 2.2. Damage, Destruction or Taking; Trustor to Give Notice of Awards	14

ARTICLE III EVENTS OF DEFAULT; REMEDIES, ETC.	15

SECTION 3.1. Events of Default; Acceleration	15

SECTION 3.2. Legal Proceedings: Foreclosure	15

SECTION 3.3. Assent to Decree and Power of Sale	15

SECTION 3.4. UCC Remedies	16

SECTION 3.5. Trustee and Beneficiary Authorized to Execute Deeds, etc.	16

SECTION 3.6. Purchase of Trust Premises by Beneficiary	16

SECTION 3.7. Receipt a Sufficient Discharge to Purchaser	16

SECTION 3.8. Waiver of Appraisement, Valuation, etc.	16

SECTION 3.9. Sale a Bar Against Trustor	17

SECTION 3.10. Secured Obligations to Become Due on Sale	17

SECTION 3.11. Application of Proceeds of Sale and Other Money	17

SECTION 3.12. Appointment of Receiver	17

SECTION 3.13. Possession, Management and Income	17

SECTION 3.14. Right of Trustee and the Beneficiary to Perform Trustor’s Covenants, etc.	18

	Page

SECTION 3.15. Subrogation	18

SECTION 3.16. Remedies, etc., Cumulative	18

SECTION 3.17. Provisions Subject to Applicable Law	18

SECTION 3.18. No Waiver, etc.	19

SECTION 3.19. Compromise of Actions, etc.	19

ARTICLE IV DEFINITIONS	19

SECTION 4.1. Terms Defined in this Deed of Trust	19

SECTION 4.2. Defined Terms	21

ARTICLE V MISCELLANEOUS	21

SECTION 5.1. Further Assurances; Financing Statements	21

SECTION 5.1.1. Further Assurances	21

SECTION 5.1.2. Financing Statements	22

SECTION 5.2. Additional Security	22

SECTION 5.3. Defeasance; Partial Release	22

SECTION 5.4. Notices, etc.	22

SECTION 5.5. Waivers, Amendments, etc.	23

SECTION 5.6. Cross-References	23

SECTION 5.7. Headings	23

SECTION 5.8. Currency	23

SECTION 5.9. Governing Law	23

SECTION 5.10. Successors and Assigns, etc.	23

SECTION 5.11. Concerning the Trustee	23

SECTION 5.11.1. Acceptance of Trusts: Certain Terms of the Trusts	23

	Page

SECTION 5.11.2. Duties and Responsibility of Trustee: In Case of Default; Prior to Default; When Acting Under Direction of Beneficiary	24

SECTION 5.11.3. Notice of Default	25

SECTION 5.11.4. Resignation and Removal: Appointment of Successor Trustee	25

SECTION 5.12. Waiver of Jury Trial; Submission to Jurisdiction	26

SECTION 5.13. Severability	27

SECTION 5.14. Security Document	27

SECTION 5.15. Usury Savings Clause	27

SECTION 5.16. Additional Notes	27

SECTION 5.17. Conflicts	28

SECTION 5.18. Intercreditor Agreement	28

Trustor:	Recorded Books, LLC
	c/o Haights Cross Operating Company
	10 New King Street,
	White Plains, NY 10604
	Attention: Mark Kurtz
	Telecopy: (914) 289-9480

with a copy to:	Brown Rudnick LLP
	One Financial Center
	Boston, MA 02111
	Attention: Steven D. Pohl, Esq.
	Mary D. Bucci, Esq.
	Telecopy: (617) 856-9594

Beneficiary:	Wells Fargo Bank, N.A., as Collateral Trustee
	625 Marquette Ave., 11th Floor
	MAC N9311-110
	Minneapolis, MN 55479
	Attention: J. Sillman
	Phone: (612) 316-4305
	Telecopy: (612) 667-9825

Trustee:	Thomas K. Madigan
	Commonwealth Land Title Insurance Company
	1015 15th Street, N.W., Suite 300
	Washington, DC 20005
	Phone: (202) 312-5139
	Telecopy: (202) 216-9238

RECORDED BOOKS, LLC,
a Delaware limited liability company

By:
	Name: Paul Crecca
	Title:Executive Vice Chairman and Acting CEO