(2)           The E Borrower, the E Guarantor, the Lenders and the Administrative Agent desire to amend the Bridge Loan Agreement in certain respects, including, to permit the Borrower to extend the Tranche A Maturity Date to a date 364 days from the date certain on which the Tranche A Commitment will expire and the Tranche A Loans will mature under the terms of the existing Bridge Loan Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01.        Defined Terms.  Capitalized terms used but not defined in this Amendment shall have the meaning set forth in the Bridge Loan Agreement.

Section 1.02.        Rules of Construction.  The rules of construction set forth in Section 1.03 of the Bridge Loan Agreement shall apply to this Amendment as if fully set forth herein.

ARTICLE II
AMENDMENTS TO CREDIT AGREEMENT

Section 2.01.        Amendments to Article I of the Bridge Loan Agreement.

(a)           Section 1.01 of the Bridge Loan Agreement is hereby amended by inserting the following new definitions in their appropriate alphabetical order:

(i)    “Extended Tranche A Maturity Date” has the meaning set forth in Section 2.14(b).

(ii)   “Scheduled Tranche A Maturity Date” means April 23, 2008.

(b)           The definition of Tranche A Maturity Date in Section 1.01 of the Bridge Loan Agreement is hereby amended and restated in its entirety to read as follows:

(i)    “Tranche A Maturity Date” means the earliest to occur of (i) the Scheduled Tranche A Maturity Date (or, if the Scheduled Tranche A Maturity Date is extended pursuant to Section 2.14, the Extended Tranche A Maturity Date), (ii) the date of any voluntary termination or reduction of commitments under the Credit Agreement, or (iii) the date of any voluntary prepayment of any non-revolving Debt of the Guarantor or any Subsidiary (other than the Existing Indenture Debt) in an aggregate outstanding principal amount exceeding $100,000,000; provided that if such day is not a Business Day, the Tranche A Maturity Date shall be the next succeeding Business Day (excluding any day on which banks are not open for dealings in dollar deposits in the London interbank market); and provided further that any transaction solely among the Guarantor and its Subsidiaries or solely among Subsidiaries shall be disregarded for purposes of clause (iii) above.

Section 2.02.        Amendments to Article II of the Bridge Loan Agreement.

(a)           A new Section 2.14 shall be added to the Bridge Loan Agreement as follows:

Section 2.14  Extension of Tranche A Maturity Date.

(a)   The Borrower may, by written notice to the Administrative Agent not less than 7 days and not more than 30 days prior to the Scheduled Tranche A Maturity Date, extend the Tranche A Maturity Date for an additional 364 days from the Scheduled Tranche A Maturity Date.

(b)  If the Borrower delivers the notice as set forth in Section 2.14(a), then, effective as of the Scheduled Tranche A Maturity Date, the Tranche A Maturity Date shall be extended to the date falling 364 days after the Scheduled Tranche A Maturity Date (provided that, if such date is not a Business Day, then the Tranche A Maturity Date shall be the next preceding Business Day (the “Extended Tranche A Maturity Date”)).  Notwithstanding the foregoing, the extension of the Tranche A Maturity Date shall not be effective unless:

(i)    no Default shall have occurred and be continuing on each of the date of the notice requesting such extension and the Scheduled Tranche A Maturity Date;

(ii)           each of the representations and warranties of the Obligors in Article III of this Agreement or any other Loan Document, or which are contained in any certificate or notice delivered at any time by any Obligor under or in connection herewith or therewith, shall be true and correct in all material respects on and as of each of the date of the notice requesting such extension and the Scheduled Tranche A Maturity Date with the same force and effect as if made on and as of each such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); provided that, for such purpose, the representations and warranties contained in Sections 3.04(a) and 3.09 of this

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Agreement shall be deemed modified by reference to the information set forth in Schedule I to Amendment No. 2 to 364-Day Senior Bridge Loan Agreement (Electronics Businesses) dated as of August 31, 2007;

(iii)  the Administrative Agent shall have received a certificate of an authorized officer of the Borrower dated the Scheduled Tranche A Maturity Date to the effect of clauses (i) and (ii) above; and

(iv) the Borrower shall have paid to the Administrative Agent for the benefit of the Lenders an extension fee equal to 0.30% of the Tranche A Commitment on or before the Scheduled Tranche A Maturity Date.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

Section 3.01.        Representations and Warranties. 

(a)           Each Obligor represents and warrants to the Administrative Agent and each Lender that this Amendment has been duly authorized, executed and delivered by each Obligor and constitutes the legal, valid and binding obligation of such Obligor enforceable against such Obligor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b)           Each Obligor represents and warrants to the Administrative Agent and each Lender that, as of the Amendment Effective Date, and after giving effect to this Amendment, the representations and warranties set forth in Article III of the Bridge Loan Agreement or any other Loan Document or which are contained in any certificate or notice delivered at any time by any Obligor under or in connection herewith or therewith are true and correct in all material respects on and as of the Amendment Effective Date (as defined below) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided, that, for such purpose, the representations and warranties contained in Sections 3.04(a) and 3.09 of the Bridge Loan Agreement shall be deemed modified by reference to the information set forth in Schedule I attached hereto.

Section 3.02.        No Default.  Each of the Obligors represents and warrants to the Administrative Agent and each Lender that as of the Amendment Effective Date, and after giving effect to this Amendment, no Default has occurred and is continuing.

ARTICLE IV
EFFECTIVENESS

Section 4.01.        Conditions to Effectiveness.  This Amendment will become effective on and as of the first date (the “Amendment Effective Date”) on which all of the following conditions precedent shall have been first satisfied (unless waived by each Lender):