CONFORMED COPY
THIS AGREEMENT is dated 15 October 2010 and made between:
(l) MORGAN STANLEY BANK INTERNATIONAL LIMITED äs facility agent for the Senior
Priority Lenders (the "Senior Facmty Agent");
(2) THE BANK OF NEW YORK MELLON äs notes trustee for the Senior Noteholders (fhe "Senior
Notes Trustee"),
(3) THE FINANCIAL INSTITUTIONS named on the signing pages äs Senior Priority Lenders;
(4) THE BANK OF NEW YORK MELLON äs note trustee for the Noteholders (the "Notes Trustee");
(5) A.T.U AUTO-TEILE-UNGER BETEILIGUNGS GMBH, a limited liability Company organised
under the laws of the Federal-Republic ofGermany, which is registered m the commercial register
(Handelsregister) of the local court (Amtsgericht'] of Weiden i.d. OPf, under HRB number 2844
("Parenf");
(6) A.T.U AUTO-TEILE-UNGER INVESTMENT GMBH & CO. KG, a limited partnership organised
under the laws of the Federal Republic of Germany, which is registered in the commercial register
(Handelsregister) of the local court (Amtsgericht) of Weiden i.d. OPf. uader HRA 2005 with the
business address at Dr. Kilian Strasse 11, 92637 Weiden, Germany ("Holdco 5");
(7) A.T.U AUTO-TEILE-UNGER HANDELS GMBH & CO. KG a limited partnershrp
(Kommanditgesellschaft) organized under the laws of the Federal Republic of Germany, having its
corporate seat at Weiden i.d. OP£, Germany, which is registered m fhe commercial register
{Handelsregister) of the local court (Amtsgericht) ot Weiden i.d. OPf. under HRA 2012 (the
"Company");
(8) THE SUBSIDIARIES ofthe Parent (other than the Issuer) named on the signing pages äs general and
limited partners (the "Partner Companies"),
(9) THE PERSONS named in Schedule 4 (^Original Obligors) äs onginal borrowers and original
guarantors (together with the Company, the "Original Obligors"); and
(10) MORGAN STANLEY BANK INTERNATIONAL LIMITED äs security agent for the Secured
Parties (the "Security Agent"),
IT IS AGREED äs follows:
l. DEFINITIONS AND INTERPRETATION
1.1 Defmitions
In this Agreement:
"Acceleration Event" means:
(a) a Senior Facilities Agreement Acceleratio n Event;
(b) a Pari Passu Loan Agreement Acceleration Event; or
(c) a Senior Notes Indenture Acceleration Event.
"Affiliate" has the meaning given to it in the Senior Facilities Agreement.
"Ancillary Facility" means any ancillary facility defined äs such in the Senior Facilities Agreement.
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"Ancillary Lender" means each Senior Priority Lender (or Affiliate of a Senior Priorify Leader) which
makes an Ancillary Facility available in accordance with the terms ofthe Senior Facilities Agreement.
"Charged Property" means all ofthe assets which fi-om time to time are, or are expressed to be, the
subject ofthe Transaction Security.
"Default" means an Event ofDefault or any event or circumstance which wifh the giving ofnotice or
the lapse oftime (and assuming the relevant Obligor will not be able to remedy the relevant matter
within any applicable grace period) or the making ofany determinafion or fülfilment of any condition
provided for in the Senior Facilities Agreemerrt, any Senior Secured Agreement or the Notes Indsnture
that would coastitute an Event ofDefault.
"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Agent.
"Early Termination Date" in relation to a Hedging Document means an Early Termination Date (äs
defined in the Hedging Document) resulting fi-om an Event of Default (äs defmed in the Hedging
Document).
"Enforcement Action" means:
(a) the acceleration ofany Liabilities or any declaration that any Liabilities are prematurely due
and payable (other than äs a result of it becoming unlawfül for a Lender to perform its
obligations under, or ofany mandatory prepayment arising under, the Finance Documents) or
payable on demand or the designation by a Hedge Counterparty ofan Early Termination Date
ander any Hedging Document or the making ofa demand for payment of all or any amount
which would become payable following an Earfy Termination Date;
(b) the notificaüon by the Senior Facility Agent, the Senior Secured Agent or the Notes Tmstes to
the Security Agent of the occurrence of an Event of Default under the Senior Facilities
Agreement, any Senior Secured Agreement or the Notes Indenture, äs appropriate, and of such
Senior Facility Agent's, Senior Secured Agent's or Notes Trustee's intention to take Steps to
enforce or require fhe enforcement ofthe relevant Transaction Security;
(c) the makmg of any demand agamst any member ofthe Group in relation to any guarantee,
indemnity or other assuraace against loss in respect ofany Liabilities or exercising any right
to require. any member ofthe Group to acquire any Liability (including exercising any put or
call Option against any member ofthe Group for the redemption or purchase of any Liability);
(d) the exercise of any right of set-off agaiast any member of the Group in respect of any
Liabilities due and payable but unpaid;
(e) the suing for, commencing or joining of any legal or arbitration proceedings against any
member ofthe Group to recover any Liabilities;
(f) the entering into by any Obligor or any Material Subsidiary ofan assignment ofits asse-ts for
the benefit ofits creditors generally (or any class thereof) or any composition or an-angement
with any ofits creditors generally (or any class thereof);
(g) the petitioning, applying or voting for, or the taking ofany Steps (including the appointment of
any liquidator, receiver, administrator or similar officer) in relation to, the winding up,
dissolution, administration or reorganisation ofany Obligor or any Material Subsidiary or any
suspension of payments or moratorium of any indebtedness of any Obligor or any Material
Subsidiary, or any analogous procedure or step in any jurisdictioa other than, in each case, any
action falling within this paragraph (g) undertaken pursuant to and in accordance with Clause
1.5 ofSchedule 14 (Covenants) ofthe Senior Facilities Agreement; or
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