Five-Year Revolving Credit Facility Agreement – Sara Lee Corp.

FIVE-YEAR REVOLVING CREDIT FACILITY AGREEMENT

dated as of

May 24, 2012

among

SARA LEE CORPORATION,

The Lenders Party Hereto,

BANK OF AMERICA, N.A.,

as Administrative Agent,

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION

and

U.S. BANK NATIONAL ASSOCIATION,

as Co-Documentation Agents

and

GOLDMAN SACHS BANK USA, LLOYDS SECURITIES INC., MORGAN STANLEY
BANK, N.A.,

CO PERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.,
“RABOBANK

NEDERLAND”, NEW YORK BRANCH, RBS CITIZENS, N.A.,

ROYAL BANK OF CANADA and THE BANK OF TOKYO-MITSUBISHI UFJ,
LTD.,

as Co-Agents

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

J.P. MORGAN SECURITIES LLC, U.S. BANK, NATIONAL ASSOCIATION
AND

WELLS FARGO SECURITIES, LLC

AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS

TABLE OF CONTENTS


	Page
ARTICLE I

Definitions
SECTION 1.01. Defined Terms		1
SECTION 1.02. Classification of Loans and Borrowings		14
SECTION 1.03. Terms Generally		15
SECTION 1.04. Accounting Terms; GAAP		15

ARTICLE II

The Credits

SECTION 2.01. Commitments		16
SECTION 2.02. Loans and Borrowings		16
SECTION 2.03. Requests for Revolving Borrowings		16
SECTION 2.04. [Intentionally Omitted]		17
SECTION 2.05. Swingline Loans		17
SECTION 2.06. Funding of Borrowings		18
SECTION 2.07. Interest Elections		19
SECTION 2.08. Termination and Reduction of Commitments		20
SECTION 2.09. Repayment of Borrowings; Evidence of Debt		20
SECTION 2.10. Prepayment of Loans		21
SECTION 2.11. Fees		21
SECTION 2.12. Interest		22
SECTION 2.13. Payments Generally; Pro Rata Treatment; Sharing of Set-offs		23
SECTION 2.14. Increased Costs		24
SECTION 2.15. Basis for Determining Interest Rate for Eurodollar Loans If Inadequate or Unfair		25
SECTION 2.16. Illegality		26
SECTION 2.17. Substitution of Lenders		26
SECTION 2.18. Funding Indemnification		26
SECTION 2.19. [Intentionally Omitted]		26
SECTION 2.20. Taxes		26
SECTION 2.21. [Intentionally Omitted]		30
SECTION 2.22. Facility LCs		30
SECTION 2.23. [Intentionally Omitted]		37
SECTION 2.24. Increases of Commitments		37
SECTION 2.25. Defaulting Lenders		40

ARTICLE III

Representations and Warranties

SECTION 3.01. Organization, etc.		42
SECTION 3.02. Authorization; No Conflict		42
SECTION 3.03. Validity and Binding Nature		42
SECTION 3.04. Financial Statements		43


SECTION 3.05. Litigation and Contingent Liabilities			43
SECTION 3.06. Liens			43
SECTION 3.07. Subsidiaries			43
SECTION 3.08. ERISA			43
SECTION 3.09. Investment Company Act			43
SECTION 3.10. [Intentionally Omitted]			43
SECTION 3.11. Regulation U			43
SECTION 3.12. Copyrights, Patents and Trademarks			43
SECTION 3.13. Pari Passu			44
SECTION 3.14. Disclosure			44

ARTICLE IV

Conditions of Effectiveness and Lending

SECTION 4.01. Effective Date			44
SECTION 4.02. Availability Date			45
SECTION 4.03. All Loans			46

ARTICLE V

Borrower153s Covenants

SECTION 5.01. Reports, Certificates and Other Information			47
SECTION 5.02. Books, Records and Inspections			48
SECTION 5.03. Insurance			48
SECTION 5.04. Taxes and Liabilities			49
SECTION 5.05. Liens			49
SECTION 5.06. [Intentionally Omitted]			50
SECTION 5.07. Mergers, Consolidations, Sales			50
SECTION 5.08. Employee Benefit Plans			50
SECTION 5.09. Use of Proceeds			50
SECTION 5.10. Other Agreements			51
SECTION 5.11. Financial Covenants			51
SECTION 5.12. Subsidiary Indebtedness			51

ARTICLE VI

Events of Default and Their Effect
SECTION 6.01. Events of Default			52
SECTION 6.02. Effect of Event of Default			53

ARTICLE VII

The Administrative Agent

ARTICLE VIII

Miscellaneous



SECTION 8.01. Notices			57
SECTION 8.02. Waivers; Amendments			57
SECTION 8.03. Expenses; Indemnity; Damage Waiver			58
SECTION 8.04. Successors and Assigns			60
SECTION 8.05. Survival			63
SECTION 8.06. Counterparts; Integration; Signature Pages			63
SECTION 8.07. Severability			63
SECTION 8.08. Right of Setoff			64
SECTION 8.09. Governing Law; Jurisdiction; Consent to Service of Process			64
SECTION 8.10. WAIVER OF JURY TRIAL			64
SECTION 8.11. Headings			64
SECTION 8.12. Interest Rate Limitation			64
SECTION 8.13. Confirmations			64
SECTION 8.14. Action of Required Lenders			65
SECTION 8.15. No Advisory or Fiduciary Responsibility			65

ARTICLE IX

USA PATRIOT Act Notification

iii

ANNEXES



ANNEX A		Pricing Grid

SCHEDULES

SCHEDULE 2.01.		Commitments

SCHEDULE 2.22.		Existing Facility LCs

SCHEDULE 3.05.		Litigation

SCHEDULE 3.06.		Liens

SCHEDULE 3.07.		Subsidiaries

SCHEDULE 5.12.		Subsidiary Indebtedness

EXHIBITS

EXHIBIT A		Form of Assignment and Acceptance

EXHIBIT B-1		[Intentionally Omitted]

EXHIBIT B-2		[Intentionally Omitted]

EXHIBIT C		Form of Interest Election Request

EXHIBIT D		Form of Note

EXHIBIT E		Form of Commitment and Acceptance

EXHIBIT F-1		Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)

EXHIBIT F-2		Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)

EXHIBIT F-3		Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)

EXHIBIT F-4		Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)

FIVE-YEAR REVOLVING CREDIT FACILITY AGREEMENT dated as of May 24, 2012 among
SARA LEE CORPORATION, a Maryland corporation (the “Borrower“); the
LENDERS from time to time party hereto; BANK OF AMERICA, N.A., as administrative
agent; JPMORGAN CHASE BANK, N.A., as syndication agent; WELLS FARGO BANK,
NATIONAL ASSOCIATION, and U.S. BANK NATIONAL ASSOCIATION as co-documentation
agents; and GOLDMAN SACHS BANK USA, LLOYDS SECURITIES INC., MORGAN STANLEY BANK,
N.A., CO PERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., “RABOBANK
NEDERLAND”, NEW YORK BRANCH, RBS CITIZENS, N.A., ROYAL BANK OF CANADA and THE
BANK OF TOKYO-MITSUBISHI UFJ, LTD., as co-agents.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

“ABR“, when used in reference to any Loan or Borrowing (other than one
evidenced by a Facility LC), refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

“Administrative Agent” means Bank of America, N.A. in its capacity as
administrative agent for the Lenders hereunder and any successor administrative
agent appointed pursuant to Article VII hereunder.

“Administrative Agent Fee Letter” is defined in Section 2.11(b).

“Administrative Questionnaire” means an Administrative Questionnaire
in a form supplied by the Administrative Agent.

“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.

“Alternate Base Rate” means, for any day, a fluctuating rate per annum
equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime
Rate in effect for such day and (c) the LIBO Rate for a term of one month
commencing that day plus 1.00%.

“Applicable Percentage” means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender153s Commitment,
subject to adjustment as provided in Section 2.24. If the Commitments have
terminated or expired, the Applicable Percentages shall be determined based upon
the Commitments most recently in effect, giving effect to any assignments.

“Arranger Fee Letters” is defined in Section 2.11(c).

“Arrangers” means Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities LLC, U.S. Bank National Association and
Wells Fargo Securities, LLC, each in its capacity as a joint lead arranger and
joint bookrunner for the credit facility evidenced by this Agreement.

“Assignment and Acceptance” means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 8.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Availability Date” means the date on which the conditions specified
in Section 4.02 are satisfied (or waived in accordance with Section 8.02).

“Availability Period” means the period from and including the
Availability Date to but excluding the earlier of (i) the Termination Date and
(ii) the date of termination of the Commitments.

“Board” means the Board of Governors of the Federal Reserve System of
the United States of America.

“Borrower” means Sara Lee Corporation, a Maryland corporation.

“Borrowing” means (a) Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect, (b) a Swingline Loan, or (c) the
issuance of a Facility LC.

“Borrowing Minimum” means, in the case of any Borrowing (other than a
Borrowing related to a Facility LC), $10,000,000.

“Borrowing Multiple” means, in the case of any Borrowing (other than a
Borrowing related to a Facility LC), $1,000,000.

“Borrowing Request” means a request by the Borrower for a Revolving
Borrowing in accordance with Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City or Chicago are authorized or
required by law to remain closed; provided that, when used in connection
with a Eurodollar Loan, the term “Business Day” shall also exclude any day on
which banks are not open for dealings in deposits in the applicable currency in
the London interbank market.

“Change in Law” means the occurrence, after the date of this
Agreement, of any of the following: (a) the adoption or taking effect of any
law, rule, regulation or treaty, (b) any change in any law, rule, regulation or
treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) the making or issuance of any
request, rule, guideline or directive (whether or not having the force of law)
by any Governmental Authority; provided that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines or directives thereunder or
issued in connection therewith and (y) all requests, rules, guidelines or
directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the
United States or foreign regulatory authorities, in each case pursuant to Basel
III, shall in each case be deemed to be a “Change in Law”, regardless of the
date enacted, adopted or issued.

“Class“, when used in reference to any Loan or Borrowing (other than a
Borrowing related to a Facility LC), refers to whether such Loan, or the Loans
comprising such Borrowing, are Revolving Loans or Swingline Loans.

“Co-Agents” means Goldman Sachs Bank USA, Lloyds Securities Inc.,
Morgan Stanley Bank, N.A., Co ¶peratieve Centrale Raiffeisen-Boerenleenbank,
B.A., “Rabobank Nederland”, New York Branch, RBS Citizens, N.A., Royal Bank of
Canada and The Bank of Tokyo-Mitsubishi UFJ, Ltd., in their capacity as
co-agents for the credit facility evidenced by this Agreement.

“Co-Documentation Agents” means Wells Fargo Bank, National Association
and U.S. Bank National Association, in their capacity as co-documentation agents
for the credit facility evidenced by this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commitment” means, with respect to each Lender, including, without
limitation, any LC Issuer, the commitment of such Lender to make Revolving
Loans, acquire participations in Swingline Loans and issue or acquire
participations in, as applicable, Facility LCs, expressed as an amount
representing the maximum permitted amount of such Lender153s Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced or terminated from
time to time pursuant to Section 2.08, (b) increased from time to time pursuant
to Section 2.24, and (c) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 8.04. The initial amount of
each Lender153s Commitment is set forth on Schedule 2.01, or in the Assignment and
Acceptance pursuant to which such Lender shall have assumed its Commitment, as
applicable. The initial aggregate amount of the Lenders153 Commitments is
$750,000,000.

“Connection Income Taxes” means Other Connection Taxes that are
imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.

“Consolidated EBIT” means, for any period, Consolidated Net Income for
such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) Consolidated Net
Interest Expense for such period, (ii) consolidated income tax expense for such
period, (iii) any extraordinary charges for such period, (iv) any non-cash
charges (including non-cash restructuring charges) for such period, and (v) any
non-recurring cash charges and restructuring cash charges incurred during such
period in an aggregate amount not to exceed (A) $300,000,000 for all such
charges incurred in (or, solely for purposes of Section 4.02(d), prior to)
Fiscal Year 2012, (B) $70,000,000 for all such charges incurred in Fiscal Year
2013 and (C) $25,000,000 for all such charges incurred in any other Fiscal Year,
and minus (b) without duplication and to the extent included in determining such
Consolidated Net Income, any extraordinary or non-recurring non-cash gains
(including non-cash restructuring gains) for such period, all determined on a
consolidated basis in accordance with GAAP. For the purposes of calculating
Consolidated EBIT for any period of four consecutive Fiscal Quarters (each such
period, a “Reference Period“), (i) if at any time during such Reference
Period the Borrower or any Subsidiary shall have made any Material Disposition,
the Consolidated EBIT for such Reference Period shall be reduced by an amount
equal to the Consolidated EBIT (if positive) attributable to the property that
is the subject of such Material Disposition for such Reference Period or
increased by an amount equal to the Consolidated EBIT (if negative) attributable
thereto for such Reference Period, and (ii) if during such Reference Period the
Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated
EBIT for such Reference Period shall be calculated after giving effect thereto
on a pro forma basis as if such Material Acquisition occurred on the first day
of such Reference Period.

“Consolidated EBITDA” means, for any period, Consolidated EBIT for
such period plus, without duplication and to the extent deducted in determining
such Consolidated Net Income, the sum of (a) depreciation for such period and
(b) amortization for such period. For the purposes of calculating Consolidated
EBITDA for any period of four consecutive Fiscal Quarters (each such period, a
“Reference Period“), (i) if at any time during such Reference Period the
Borrower or any Subsidiary shall have made any Material Disposition, the
Consolidated EBITDA for such Reference Period shall be reduced by an amount
equal to the Consolidated EBITDA (if positive) attributable to the property that
is the subject of such Material Disposition for such Reference Period or
increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such Reference Period, and (ii) if during such
Reference Period the Borrower or any Subsidiary shall have made a Material
Acquisition, Consolidated EBITDA for such Reference Period shall be calculated
after giving effect thereto on a pro forma basis as if such Material Acquisition
occurred on the first day of such Reference Period.

“Consolidated Net Interest Expense” means, for any period, the
interest expense (including interest expense in respect of capital lease
obligations) of the Borrower and the Subsidiaries for such period minus the
interest income of the Borrower and the Subsidiaries for such period, each as
determined on a consolidated basis in accordance with GAAP. With respect to the
Debt Tender and in the event that the Borrower or any Subsidiary shall have
completed a Material Acquisition or a Material Disposition since the beginning
of the relevant period, Consolidated Net Interest Expense shall be determined
for such period on a pro forma basis as if the Debt Tender, or such acquisition
or disposition, and any related incurrence or repayment of Indebtedness, had
occurred at the beginning of such period.

“Consolidated Net Income” means, for any period, the consolidated net
income of the Borrower and the Subsidiaries for such period, as determined on a
consolidated basis in accordance with GAAP. With respect to the Debt Tender and
in the event that the Borrower or any Subsidiary shall have completed a Material
Acquisition or a Material Disposition since the beginning of the relevant
period, consolidated net income shall be determined for such period on a pro
forma basis as if the Debt Tender, or such acquisition or disposition, had
occurred at the beginning of such period.

“Consolidated Total Indebtedness” means, as of any date of
determination, without duplication, all Indebtedness of the Borrower and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP,
including, but not limited to, all of the Obligations.

“Continuing Director” means at any date a member of the Borrower153s
board of directors who (a) was a member of such board for the 24 months prior to
such date or (b) was nominated or elected by at least two-thirds of the
directors who were Continuing Directors at the time of such nomination or
election.

“Control” means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
“Controlling” and “Controlled” have meanings correlative thereto.

“Debt Tender” means the purchase and/or redemption by the Borrower in
April 2012 of certain of its publicly traded bonds in the aggregate outstanding
principal amount of $970,000,000.

“Debtor Relief Laws” means the Bankruptcy Code of the United States,
and all other liquidation, conservatorship, bankruptcy, assignment for the
benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect.

“Defaulting Lender” means, subject to Section 2.25(b), any Lender that
(a) has failed to (i) fund all or any portion of its Loans within two Business
Days of the date such Loans were required to be funded hereunder unless such
Lender notifies the Administrative Agent and the Borrower in writing that such
failure is the result of such Lender153s determination that one or more conditions
precedent to funding (each of which conditions precedent, together with any
applicable default, shall be specifically identified in such writing) has not
been satisfied, or (ii) pay to the Administrative Agent, any LC Issuer, any
Swingline Lender or any other Lender any other amount required to be paid by it
hereunder (including in respect of its participation in Facility LCs or
Swingline Loans) within two Business Days of the date when due, (b) has notified
the Borrower, the Administrative Agent, any LC Issuer or any Swingline Lender in
writing that it does not intend to comply with its funding obligations
hereunder, or has made a public statement to that effect (unless such writing or
public statement relates to such Lender153s obligation to fund a Loan hereunder
and states that such position is based on such Lender153s determination that a
condition precedent to funding (which condition precedent, together with any
applicable default, shall be specifically identified in such writing or public
statement) cannot be satisfied), (c) has failed, within three Business Days
after written request by the Administrative Agent or the Borrower, to confirm in
writing to the Administrative Agent and the Borrower that it will comply with
its prospective funding obligations hereunder (provided that such Lender
shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt
of such written confirmation by the Administrative Agent and the Borrower), or
(d) has, or has a direct or indirect parent company that has, (i) become the
subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for
it a receiver, custodian, conservator, trustee, administrator, assignee for the
benefit of creditors or similar Person charged with reorganization or
liquidation of its business or assets, including the Federal Deposit Insurance
Corporation or any other state or federal regulatory authority acting in such a
capacity; provided that a Lender shall not be a Defaulting Lender solely
by virtue of the ownership or acquisition of any equity interest in that Lender
or any direct or indirect parent company thereof by a Governmental Authority so
long as such ownership interest does not result in or provide such Lender with
immunity from the jurisdiction of courts within the United States or from the
enforcement of judgments or writs of attachment on its assets or permit such
Lender (or such Governmental Authority) to reject, repudiate, disavow or
disaffirm any contracts or agreements made with such Lender. Any determination
by the Administrative Agent that a Lender is a Defaulting Lender under any one
or more of clauses (a) through (d) above, and of the effective date of such
status, shall be conclusive and binding absent manifest error, and such Lender
shall be deemed to be a Defaulting Lender (subject to Section 2.25(b)) as of the
date established therefor by the Administrative Agent in a written notice of
such determination, which shall be delivered by the Administrative Agent to the
Borrower, the LC Issuers, the Swingline Lenders and each other Lender promptly
following such determination.

“dollars” or “$” refers to lawful money of the United States of
America.

“Effective Date” means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 8.02).

“ERISA” means the Employee Retirement Income Security Act of 1974, as
amended.

“ERISA Controlled Group” means the Borrower, the Subsidiaries and all
other members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control which, together with the
Borrower or any Subsidiary, as the case may be, are treated as a single employer
under Section 414(b) or Section 414(c) of the Code.

“ERISA Plan” means an employee pension benefit plan which is covered
by Title IV of ERISA or subject to the minimum funding standards under Section
412 of the Code as to which the Borrower, any Subsidiary or any other member of
the ERISA Controlled Group may have any liability.

“ERISA Reportable Event” means a reportable event as defined in
Section 4043 of ERISA and the regulations issued under such Section, with
respect to an ERISA Plan, excluding, however, such events as to which the PBGC
has by regulation waived the requirement of Section 4043(a) of ERISA that it be
notified within 30 days of the occurrence of such event, provided that a
failure to meet the minimum funding standard of Section 412 of the Code and of
Section 302 of ERISA shall be a reportable event regardless of the issuance of
any such waivers in accordance with Section 412(d) of the Code.

“ERISA Single Employer Plan” means an ERISA Plan maintained by the
Borrower, any Subsidiary or any other member of the ERISA Controlled Group for
employees of the Borrower, any Subsidiary or any other member of the ERISA
Controlled Group, as the case may be.

“ERISA Termination Event” means: (a) the withdrawal of the Borrower,
any Subsidiary or any other member of the ERISA Controlled Group from an ERISA
Plan during a plan year in which it was a “substantial employer” as defined in
Section 4001(a)(2) of ERISA; or (b) the filing of a notice of intent to
terminate an ERISA Plan or the treatment of an ERISA Plan amendment as a
termination under Section 4041 of ERISA; or (c) the institution of proceedings
to terminate an ERISA Plan by the PBGC; or (d) any other event or condition
which might constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any ERISA Plan.

“ERISA Unfunded Liabilities” means the amount (if any) by which the
present value of all vested nonforfeitable benefits under an ERISA Single
Employer Plan exceeds the fair market value of all of such Plan153s assets
allocable to such benefits, all determined as of the then most recent valuation
date for such Plan applying the actuarial assumptions used for funding purposes
in such valuation.

“Eurodollar“, when used in reference to any Loan or Borrowing (other
than one evidenced by a Facility LC), refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the LIBO Rate.

“Eurodollar Base Rate” means, for such Interest Period, the rate per
annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR“),
as published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two London Banking Days prior to
the commencement of such Interest Period, for dollar deposits (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest
Period. If such rate is not available at such time for any reason, then the
“Eurodollar Base Rate” for such Interest Period shall be the rate per annum
determined by the Administrative Agent to be the rate at which deposits in
dollars for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the Eurodollar Loan being made, continued or
converted by Bank of America, N.A. and with a term equivalent to such Interest
Period would be offered by Bank of America, N.A.153s London Branch to major banks
in the London interbank eurodollar market at their request at approximately
11:00 a.m. (London time) two London Banking Days prior to the commencement of
such Interest Period.

“Eurodollar Reserve Percentage” means, for any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the Board for determining the
maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as “Eurocurrency liabilities”). The LIBO Rate for each outstanding
Eurodollar Loan shall be adjusted automatically as of the effective date of any
change in the Eurodollar Reserve Percentage.

“Event of Default” means the occurrence of any one or more of the
events described in Section 6.01 which is not remedied in the period, if any,
and after any notice, if required, in each case as provided therein.

“Excluded Taxes” means any of the following Taxes imposed on or with
respect to any Recipient or required to be withheld or deducted from a payment
to a Recipient, (a) Taxes imposed on or measured by net income (however
denominated), franchise Taxes, and branch profits Taxes, in each case, (i)
imposed as a result of such Recipient being organized under the laws of, or
having its principal office or, in the case of any Lender, its Lending Office
located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender
(including a Participant treated as a Lender pursuant to Section 8.04(e)), U.S.
federal withholding Taxes imposed on amounts payable to or for the account of
such Lender with respect to an applicable interest in a Loan or Commitment
pursuant to a law in effect on the date on which (i) such Lender acquires such
interest in the Loan or Commitment (other than pursuant to an assignment request
by the Borrower under Section 2.17) or (ii) such Lender changes its Lending
Office, except in each case to the extent that, pursuant to Section 2.20,
amounts with respect to such Taxes were payable either to such Lender153s assignor
immediately before such Lender became a party hereto or to such Lender
immediately before it changed its Lending Office, (c) Taxes attributable to such
Recipient153s failure to comply with Section 2.20(f) and (d) any U.S. federal
withholding Taxes imposed pursuant to FATCA.

“Existing Facility LCs” is defined in Section 2.22(a).

“Facility Fee” is defined in Section 2.11(a).

“Facility Fee Rate” means, at any time, the percentage rate per annum
at which Facility Fees are accruing at such time as set forth in the Pricing
Grid.

“Facility LC” is defined in Section 2.22(a).

“Facility LC Application” is defined in Section 2.22(c).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date
of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with) and any current or
future regulations or official interpretations thereof.

“Federal Funds Rate” means, for any day, the rate per annum equal to
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business
Day, the Federal Funds Rate for such day shall be such rate on such transactions
on the next preceding Business Day as so published on the next succeeding
Business Day, and (b) if no such rate is so published on such next succeeding
Business Day, the Federal Funds Rate for such day shall be the average rate
(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to
Bank of America, N.A. on such day on such transactions as determined by the
Administrative Agent.

“Fiscal Quarter” means a 13 week or 14 week, as the case may be,
fiscal reporting period of the Borrower ending on the Saturday occurring on the
last day of each March, June, September and December of each year or if the last
day of any such month is not a Saturday, the Saturday occurring closest to each
such relevant date of such year, as the case may be.

“Fiscal Year” means a 52 or 53 week, as the case may be, fiscal
reporting period of the Borrower ending on the Saturday closest in time to June
30 of the relevant year.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Form F-1” has the meaning set forth in the definition of Spin Off.

“Fronting Exposure” means, at any time there is a Defaulting Lender,
(a) with respect to each LC Issuer, such Defaulting Lender153s Applicable
Percentage of the outstanding LC Obligations owing to such LC Issuer other than
such LC Obligations as to which such Defaulting Lender153s participation
obligation has been reallocated to other Lenders or cash collateralized in
accordance with the terms hereof, and (b) with respect to each Swingline Lender,
such Defaulting Lender153s Applicable Percentage of Swingline Loans of such
Swingline Lender other than Swingline Loans of such Swingline Lender as to which
such Defaulting Lender153s participation obligation has been reallocated to other
Lenders in accordance with the terms hereof.

“GAAP” means generally accepted accounting principles in the United
States of America.

“Governmental Authority” means the government of the United States or
any other nation, or of any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or
the European Central Bank).

“Indebtedness” means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of
such Person evidenced by bonds, debentures, notes, loan agreements or other
similar instruments;

(b) all direct or contingent obligations of such Person arising under letters
of credit (including standby and commercial), bankers153 acceptances, bank
guaranties, surety bonds and similar instruments;

(c) all obligations of such Person to pay the deferred purchase price of
property or services (other than (i) trade accounts and accrued expenses and
liabilities payable in the ordinary course of business and (ii) any contingent
obligation until such obligation is not paid after becoming due and payable);

(d) indebtedness (excluding prepaid interest thereon) secured by a Lien on
property owned by such Person, whether or not such indebtedness shall have been
assumed by such Person or is limited in recourse; provided that, if such
Indebtedness has not been assumed by such Person, the amount of Indebtedness
under this clause (d) shall be deemed to be equal to the lesser of (i) the
aggregate unpaid amount of such Indebtedness and (ii) the fair market value (as
determined by such Person in good faith) of the property encumbered thereby;

(e) capital leases; and

(f) all guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any capital lease as of any date
shall be deemed to be the amount of Attributable Indebtedness in respect thereof
as of such date.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes,
imposed on or with respect to any payment made by or on account of any
obligation of the Borrower under this Agreement or any other loan document and
(b) to the extent not otherwise described in (a), Other Taxes.

“Index Debt” has the meaning set forth in the Pricing Grid.

“Interest Election Request” means a request by the Borrower to convert
or continue a Revolving Borrowing in accordance with Section 2.07.

“Interest Payment Date” means (a) with respect to any ABR Loan (other
than a Swingline Loan) or LC Fee, the last day of each March, June, September
and December and the Termination Date, (b) with respect to any Eurodollar Loan,
the last day of the Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Eurodollar Borrowing with an Interest
Period of more than three months153 duration, each day prior to the last day of
such Interest Period that occurs at intervals of three months153 duration after
the first day of such Interest Period and the Termination Date and (c) with
respect to any Swingline Loan, the day that such Loan is required to be repaid
and the Termination Date.

“Interest Period” means, with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
(or nine or twelve months if available to all of the Lenders) thereafter as the
Borrower may elect; provided, that (i) if any Interest Period would end
on a day other than a Business Day, such Interest Period shall be extended to
the next succeeding Business Day unless, in the case of a Eurodollar Borrowing
only, such next succeeding Business Day would fall in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day
and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences
on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is funded and, in the case of a Revolving
Borrowing, thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Facility LC, the “International
Standby Practices 1998” published by the Institute of International Banking Law
& Practice, Inc. (or such later version thereof as may be in effect at the
time of issuance).

“Laws” means, collectively, all international, foreign, Federal, state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

“LC Fee” is defined in Section 2.22(d).

“LC Issuer” means Bank of America, N.A., JPMorgan Chase Bank, N.A.,
Wells Fargo Bank, National Association and each other Lender designated by the
Borrower as an “LC Issuer” hereunder that has agreed to such designation (and is
reasonably acceptable to the Administrative Agent), each in its capacity as an
issuer of Facility LCs hereunder (or any Subsidiary or Affiliate thereof
designated as such).

“LC Obligations” means at any time, the sum, without duplication, of
(i) the aggregate undrawn stated amount under all Facility LCs outstanding at
such time plus (ii) the aggregate unpaid amount at such time of all
Reimbursement Obligations.

“LC Participation Fee” is defined in Section 2.22(d).

“LC Participation Fee Rate” means, at any time, the percentage rate
per annum at which LC Participation Fees are accruing at such time as set forth
in the Pricing Grid.

“LC Payment Date” is defined in Section 2.22(e).

“Lenders” means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that shall have ceased to be a party
hereto pursuant to an Assignment and Acceptance. Unless otherwise specified, the
term “Lenders” includes Swingline Lenders and LC Issuers.

“Lending Office” means, as to any Lender, the office or offices of
such Lender described as such in such Lender153s Administrative Questionnaire, or
such other office or offices as a Lender may from time to time notify the
Borrower and the Administrative Agent.

“LIBO Rate” means for any Interest Period with respect to a Eurodollar
Loan, a rate per annum determined by the Administrative Agent pursuant to the
following formula:


LIBO Rate =		Eurodollar Base Rate
LIBO Rate =		1.00 : Eurodollar Reserve Percentage

“Lien” means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset and (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement relating
to such asset.

“Loans” means the loans made by the Lenders to the Borrower pursuant
to this Agreement.

“London Banking Day” means any day on which dealings in dollar
deposits are conducted by and between banks in the London interbank eurodollar
market.

“Material Acquisition” means any acquisition of property or series of
related acquisitions of property that (a) constitutes (i) assets comprising all
or substantially all or any significant portion of a business or operating unit
of a business, or (ii) all or substantially all of the common stock and other
equity interests of a Person, and (b) involves the payment of consideration by
the Borrower and its Subsidiaries in excess of $50,000,000.

“Material Adverse Effect” means (a) a material adverse change in, or a
material adverse effect upon, the business, operations, property or financial or
other condition of the Borrower and its Subsidiaries taken as a whole, (b) a
material impairment of the ability of the Borrower to perform its obligations
under this Agreement or (c) a material adverse effect upon the validity or
enforceability of this Agreement or any promissory note delivered under Section
2.09(e).

“Material Disposition” means any sale, transfer or disposition of
property or series of related sales, transfers, or dispositions of property that
(a) constitutes (i) assets comprising all or substantially all or any
significant portion of a business or operating unit of a business, or (ii) all
or substantially all of the common stock and other equity interests of a Person,
and (b) yields gross proceeds to the Borrower or any of its Subsidiaries in
excess of $50,000,000.

“Material Indebtedness” means Indebtedness (other than the Loans and
Facility LCs), or obligations in respect of one or more Swap Contracts, of any
one or more of the Borrower and its Subsidiaries in an aggregate principal
amount exceeding $75,000,000. For purposes of determining Material Indebtedness,
the “principal amount” of the obligations of the Borrower or any Subsidiary in
respect of any Swap Contract at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Borrower or such Subsidiary
would be required to pay if such Swap Contract were terminated at such time.

“Modify” or “Modification” is defined in Section 2.22(a).

“Moody153s” has the meaning set forth in the Pricing Grid.

“Non-Defaulting Lender” means, at any time, each Lender that is not a
Defaulting Lender at such time.

“Note” means any of the promissory notes prepared, executed and
delivered pursuant to Section 2.09(e).

“Obligations” means all advances to, and debts, liabilities and
obligations of, the Borrower arising under this Agreement or any other loan
document or otherwise with respect to any Loan, in each case whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against the Borrower or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.

“Other Connection Taxes” means, with respect to any Recipient, Taxes
imposed as a result of a present or former connection between such Recipient and
the jurisdiction imposing such Tax (other than connections arising from such
Recipient having executed, delivered, become a party to, performed its
obligations under, received payments under, received or perfected a security
interest under, engaged in any other transaction pursuant to or enforced this
Agreement or any other loan document, or sold or assigned an interest in any
Commitment, Loan or this Agreement or any other loan document).

“Other Taxes” means all present or future stamp, court or documentary,
intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration
of, from the receipt or perfection of a security interest under, or otherwise
with respect to, this Agreement or any other loan document, except any such
Taxes that are Other Connection Taxes imposed with respect to an assignment
(other than an assignment made pursuant to Section 2.17).

“Participant Register” has the meaning specified in Section 8.04(e).

“Patriot Act” is defined in Article IX.

“PBGC” means the Pension Benefit Guaranty Corporation and its
successors and assigns.

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

“Pricing Grid” means the pricing grid attached hereto as Annex A.

“Prime Rate” means the rate of interest per annum publicly announced
from time to time by Bank of America, N.A. as its “prime rate”. The “prime rate”
is a rate set by Bank of America, N.A. based upon various factors including Bank
of America, N.A.153s costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans, which
may be priced at, above, or below such announced rate. Any change in such prime
rate announced by Bank of America, N.A. shall take effect at the opening of
business on the day specified in the public announcement of such change.

“Recipient” means the Administrative Agent, any Lender, any LC Issuer
or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, as applicable.

“Register” has the meaning set forth in Section 8.04(c).

“Reimbursement Obligations” means, at any time, the aggregate of all
obligations of the Borrower then outstanding under Section 2.22 to reimburse the
LC Issuers for amounts paid by the LC Issuers in respect of one or more drawings
under Facility LCs.

“Related Parties” means, with respect to any specified Person, such
Person153s Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person153s Affiliates.

“Required Lenders” means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time. The
Revolving Credit Exposure of any Defaulting Lender shall be disregarded in
determining Required Lenders at any time; provided that, the amount of
any participation in any Swingline Loan and any LC Obligations that such
Defaulting Lender has failed to fund that have not been reallocated to and
funded by another Lender shall be deemed to be held by the Lender that is the
Swingline Lender or LC Issuer, as the case may be, in making such determination.

“Responsible Officer” means the President, Executive Vice President,
Vice Chairman, Chief Financial Officer, Treasurer or Assistant Treasurer, in
each case, of the Borrower.

“Revolving Borrowing” means a Borrowing of Revolving Loans.

“Revolving Credit Exposure” means, with respect to any Lender at any
time, the sum at such time, without duplication, of (a) such Lender153s Applicable
Percentage of the aggregate principal amount of the outstanding Revolving Loans
plus (b) such Lender153s Swingline Exposure plus (c) such Lender153s ratable
obligation to purchase participations in LC Obligations.

“Revolving Loan” means a Loan made pursuant to Sections 2.01 and 2.03.

“Revolving Loan Margin” means, at any time, with respect to any Type
of Revolving Loan, the marginal percentage rate per annum to be added to such
Type of Loan at such time as set forth in the Pricing Grid.

“S&P” has the meaning set forth in the Pricing Grid.

“Solvent” means, in reference to any Person, (i) the fair value of the
assets of such Person, at a fair valuation, will exceed its debts and
liabilities, subordinated, contingent or otherwise; (ii) the present fair
saleable value of the property of such Person will be greater than the amount
that will be required to pay the probable liability of its debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (iii) such Person will be able to pay
its debts and liabilities, subordinated, contingent or otherwise, as such debts
and liabilities become absolute and matured; and (iv) such Person will not have
unreasonably small capital with which to conduct the business in which it is
engaged as such business is now conducted and is proposed to be conducted after
the Availability Date.

“Spin Off” means the distribution by the Borrower of 100% of the stock
in DE US, Inc. to its shareholders (which Spin Off is followed by those certain
transactions relating to DE US, Inc. previously announced by the Borrower and
described in the SEC Form F-1 filing by DE International Holdings B.V. (name
changed to D.E MASTER BLENDERS 1753 B.V.), dated as of March 1, 2012, as amended
by a first, a second, a third and a fourth amendment dated as of March 14, 2012,
April 13, 2012, May 11, 2012 and May 21, 2012 respectively, and as further
amended in a manner not materially adverse to the interests of the Lenders (the
“Form F-1“) and any and all transactions consummated in connection
therewith or resulting therefrom.

“Subsidiary” means any Person of which the Borrower and/or any of the
Subsidiaries (as defined in this definition) owns or controls, directly or
indirectly, such number of outstanding equity interests as have 50% or more of
the ordinary voting power represented by the equity interests in such Person.

“Swap Contract” means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement“),
including any such obligations or liabilities under any Master Agreement.

“Swingline Commitment” means, with respect to each Swingline Lender,
the commitment of such Lender hereunder to make Swingline Loans pursuant to
Section 2.05 in an amount set forth on Schedule 2.01, as such commitment may be
permanently terminated or reduced from time to time pursuant to Section 2.08.
The Swingline Commitment of each Swingline Lender shall automatically and
permanently terminate on the Termination Date if not terminated earlier pursuant
to the terms hereof. The amount of the Swingline Commitment on the date hereof
is $75,000,000.

“Swingline Exposure” means, at any time, the aggregate principal
amount of the Swingline Loans outstanding at such time. The Swingline Exposure
of any Lender at any time shall be such Lender153s Applicable Percentage of the
total Swingline Exposure at such time.

“Swingline Lenders” means Bank of America, N.A., JPMorgan Chase Bank,
N.A., U.S. Bank National Association, Wells Fargo Bank, National Association and
each other Lender designated by the Borrower as a “Swingline Lender” hereunder
that has agreed to such designation (and is reasonably acceptable to the
Administrative Agent), each in its capacity as a lender of Swingline Loans
hereunder.

“Swingline Loan” means a Loan made in accordance with Section 2.05.

“Syndication Agent” means JPMorgan Chase Bank, N.A., in its capacity
as syndication agent for the credit facility evidenced by this Agreement.

“Tangible Assets” means the Borrower153s Total Assets excluding
intangible assets as reflected on the Borrower153s most recent consolidated
balance sheet delivered pursuant to Section 5.01 or referred to in Section 3.04
as of the date of determination.

“Taxes” means all present or future taxes, levies, imposts, duties,
deductions, withholdings (including backup withholding), assessments, fees or
other charges imposed by any Governmental Authority, including any interest,
additions to tax or penalties applicable thereto.

“Termination Date” means the date occurring on the fifth anniversary
of the Availability Date; provided that, if the Availability Date has not
occurred on or prior to August 15, 2012, the Termination Date shall be August
15, 2012.

“Total Assets” mean the total consolidated assets of the Borrower and
the Subsidiaries according to the relevant consolidated balance sheet of the
Borrower.

“Type“, when used in reference to any Loan or Borrowing (other than
one evidenced by a Facility LC), refers to whether the rate of interest on such
Loan, or on the Loans comprising such Borrowing, is determined by reference to
the LIBO Rate or the Alternate Base Rate.

“U.S. Person” means any Person that is a “United States Person” as
defined in Section 7701(a)(30) of the Code.

“UCC” means the Uniform Commercial Code as in effect from time to time
in the State of New York or any other state the laws of which are required to be
applied in connection with the issue of perfection of security interests.

“UCP” means, with respect to any Facility LC, the Uniform Customs and
Practice for Documentary Credits, International Chamber of Commerce
(“ICC“) Publication No. 600 (or such later version thereof as may be in
effect at the time of issuance).

“Unmatured Event of Default” means an event which, but for the lapse
of time or the giving of notice, or both, would constitute an Event of Default.

“Withholding Agent” means the Borrower and the Administrative Agent.

SECTION 1.02. Classification of Loans and Borrowings.For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
“Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type
(e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and
referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a
“Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving
Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein 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,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person153s 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 Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, 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 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time;
provided that, if the Borrower notifies the Administrative Agent that the
Borrower requests an amendment to any provision hereof to eliminate the effect
of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent
notifies the Borrower that the Required Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision is amended in a manner
reasonably satisfactory to the Borrower and the Required Lenders.
Notwithstanding any other provision contained herein, all terms of an accounting
or financial nature used herein shall be construed, and all computations of
amounts and ratios referred to herein shall be made (i) without giving effect to
any election under Accounting Standards Codification 825-10-25 (or any other
Accounting Standards Codification or Financial Accounting Standard having a
similar result or effect) to value any Indebtedness or other liabilities of the
Borrower or any Subsidiary at “fair value”, as defined therein, (ii) without
giving effect to any treatment of Indebtedness in respect of convertible debt
instruments under Accounting Standards Codification 470-20 (or any other
Accounting Standards Codification or Financial Accounting Standard having a
similar result or effect) to value any such Indebtedness in a reduced or
bifurcated manner as described therein, and such Indebtedness shall at all times
be valued at the full stated principal amount thereof and (iii) after giving
effect (including effect on a pro forma basis) to the Spin Off. Notwithstanding
any other provision contained herein, any lease that is treated as an operating
lease for purposes of GAAP as of the date hereof shall continue to be treated as
an operating lease (and, solely with respect to Sections 5.05 and 5.12, any
future lease, if it were in effect on the date hereof, that would be treated as
an operating lease for purposes of GAAP as of the date hereof shall be treated
as an operating lease), in each case for purposes of this Agreement,
notwithstanding any change in GAAP after the date hereof.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans to the Borrower from
time to time during the Availability Period in dollars in an aggregate principal
amount that will not result in (a) such Lender153s Revolving Credit Exposure
exceeding such Lender153s Commitment or (b) the sum of the total Revolving Credit
Exposures exceeding the total Commitments. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Revolving Loans. Each LC Issuer will issue Facility LCs
hereunder on the terms and conditions set forth in Section 2.22.

SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan (other
than a Swingline Loan) shall be made as part of a Borrowing consisting of
Revolving Loans made by the Lenders ratably in accordance with their respective
Commitments. Each Swingline Loan shall be made in accordance with the procedures
set forth in Section 2.05. Each Facility LC shall be issued in accordance with
Section 2.22. The failure of any Lender to make any Loan required to be made by
it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender
shall be responsible for any other Lender153s failure to make Loans as required.

(b) Subject to Section 2.15, (i) each Revolving Borrowing shall be
denominated in dollars and comprised entirely of ABR Loans or Eurodollar Loans
as the Borrower may request in accordance herewith, (ii) each Swingline Loan
shall be denominated in dollars and comprised entirely of ABR Loans, and (iii)
each Facility LC shall be denominated in dollars. Each Lender at its option may
make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate
of such Lender to make such Loan; provided that any exercise of such
option shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Revolving
Borrowing, and at the time that each ABR Revolving Borrowing is made, such
Borrowing shall be in an aggregate amount that is an integral multiple of the
Borrowing Multiple and not less than the Borrowing Minimum; provided
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the Commitments. Each Swingline Loan shall be in an
amount that is an integral multiple of the Borrowing Multiple and not less than
the Borrowing Minimum; provided that Swingline Borrowings may be in an
aggregate amount that is equal to the lesser of (i) the entire unused balance of
the Swingline Commitment and (ii) the entire unused balance of the Commitments.
Borrowings of more than one Type and Class may be outstanding at the same time;
provided that there shall not at any time be more than a total of ten
Eurodollar Revolving Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall
not be entitled to request, or to elect to convert or continue, any Borrowing if
the Interest Period requested with respect thereto would end after the
Termination Date.

SECTION 2.03. Requests for Revolving Borrowings. To request a
Revolving Borrowing, the Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than
1:00 p.m., Chicago time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 p.m.,
Chicago time, on the date of the proposed Borrowing. Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Borrowing Request
in a form approved by the Administrative Agent and signed by the Borrower. Each
such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:

(i) the aggregate principal amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing;

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of
the term “Interest Period”; and

(v) the location and number of the Borrower153s account to which funds are to
be disbursed, which shall comply with the requirements of Section 2.06.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the Borrower shall be deemed to have selected an Interest Period of one month153s
duration. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender153s Loan to be made as part of the
requested Borrowing.

SECTION 2.04. [Intentionally Omitted].

SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions
and relying on the representations and warranties set forth herein, each
Swingline Lender may, in its discretion, make Swingline Loans in dollars to the
Borrower, from time to time during the Availability Period, in an aggregate
principal amount at any time outstanding that will not result in (i) the
aggregate amount of the Lenders153 Swingline Exposures exceeding the Swingline
Commitment or (ii) the aggregate amount of the Lenders153 Revolving Credit
Exposures exceeding the total Commitments; provided that (A) no Swingline
Lender shall be required to make a Swingline Loan to refinance an outstanding
Swingline Loan and (B) no Swingline Lender shall make a Swingline Loan if it
shall have been notified by the Administrative Agent at the request of the
Required Lenders that an Event of Default has occurred and is continuing and
that, as a result, no further Swingline Loans shall be made by it (a
“Swingline Suspension Notice“). Each Swingline Loan shall be made as part
of a Borrowing consisting of Swingline Loans made by the Swingline Lenders,
ratably in proportion to their respective Swingline Commitments. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Swingline Loans at any time during the
Availability Period.

(b) To request Swingline Borrowings, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy) no
later than the day of a proposed Swingline Borrowing by not later than 10:00
a.m., Chicago time, on such day. Each such notice shall be irrevocable and shall
specify the requested borrowing date (which shall be a Business Day) and the
aggregate amount of the requested Swingline Borrowing. The Administrative Agent
will promptly advise the Swingline Lenders of any such notice received from the
Borrower. The Swingline Lenders shall make each Swingline Loan available to the
Borrower by means of a transfer of funds to a deposit account of the Borrower
with Bank of America, N.A. or any Lender designated by the Borrower and
reasonably approved by the Administrative Agent (in each case together with any
affiliate thereof) by 1:00 p.m., Chicago time, on the requested date of such
Swingline Loan.

(c) By written notice given to the Administrative Agent not later than 10:00
a.m., Chicago time, on any Business Day, each Swingline Lender may require the
Lenders to acquire participations on such Business Day in all or a portion of
its Swingline Loans outstanding. Such notice shall specify the aggregate amount
of Swingline Loans in which the Lenders will participate. Promptly upon receipt
of such notice, the Administrative Agent will give notice thereof to each
Lender, specifying in such notice the percentage of the applicable Swingline
Loans allocated to such Lender based on its respective Commitment. Each Lender
hereby absolutely and unconditionally agrees, upon receipt of notice as provided
above, to pay to the Administrative Agent, for the account of the applicable
Swingline Lender, its Applicable Percentage of such Swingline Loans. Each Lender
acknowledges and agrees that, in the absence of a Swingline Suspension Notice
received by the Swingline Lenders not less than two Business Days prior to the
making of the applicable Swingline Loan, its obligation to acquire
participations in each Swingline Loan pursuant to this paragraph is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of an Unmatured Event of Default or
reduction or termination of the Commitments, and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever. Each
Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.06 with
respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis
mutandis, to the payment obligations of the Lenders), and the Administrative
Agent shall promptly pay to the Swingline Lenders the amounts so received by it
from the Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph. Any
amounts received by the Swingline Lenders from the Borrower (or other party on
behalf of the Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lenders of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Lenders that have made their payments pursuant to this paragraph and to the
Swingline Lenders, as their interests may appear. The purchase of participations
in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of
any default in the payment thereof.

(d) The Borrower will refinance each Swingline Borrowing with a Revolving
Borrowing, or otherwise repay such Swingline Borrowing, together with any
interest accrued thereon, within five Business Days after such Swingline
Borrowing is made.

SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, Chicago time (or, in the case of an
ABR Borrowing Request made after 9:00 a.m., Chicago time, on the date of a
proposed Borrowing, three hours after receipt by the Administrative Agent of the
Borrowing Request), to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders; provided
that Swingline Loans shall be made as provided in Section 2.05. The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower
maintained with the Administrative Agent or such other Lender designated by the
Borrower as shall be reasonably approved by the Administrative Agent.

(b) Unless the Administrative Agent shall have received notice from a Lender
prior to the proposed date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender153s share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, the Administrative
Agent agrees to notify the Borrower of such Lender153s failure to do so and the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on

demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation or (ii) in the case of the Borrower, the interest rate applicable
to ABR Loans. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender153s Loan included in such Borrowing.

SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing. This Section shall
not apply to Swingline Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify
the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in the form of Exhibit C hereto or any other form approved by the
Administrative Agent and signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the
following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if
different options are being elected with respect to different portions thereof,
the portions thereof to be allocated to each resulting Borrowing (in which case
the information to be specified pursuant to clauses (iii) and (iv) below shall
be specified for each resulting Borrowing);

(ii) the aggregate principal amount of the requested Borrowing;

(iii) the effective date of the election made pursuant to such Interest
Election Request, which shall be a Business Day;

(iv) whether the resulting Borrowing is to be an ABR Borrowing or a
Eurodollar Borrowing; and

(v) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period
to be applicable thereto after giving effect to such election, which Interest
Period shall be a period contemplated by the definition of the term “Interest
Period.”

If any such Interest Election Request requests a Eurodollar Borrowing but
does not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month153s duration.

(d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender153s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with
respect to a Eurodollar Revolving Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Revolving Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end
of the Interest Period applicable thereto.

SECTION 2.08. Termination and Reduction of Commitments. (a) Unless
previously terminated, the Commitments shall terminate on the Termination Date.

(b) The Borrower may at any time terminate, or from time to time reduce, the
Commitments; provided that (i) each reduction of the Commitments shall be
in an amount that is an integral multiple of $5,000,000 and not less than
$10,000,000 and (ii) any outstanding Loans that would exceed the reduced
Commitments must be prepaid together with any payments required under Section
2.18.

(c) The Borrower shall notify the Administrative Agent of any election to
terminate or reduce the Commitments under paragraph (b) of this Section at least
one Business Day prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Each notice delivered
by the Borrower pursuant to this Section shall be irrevocable; provided
that a notice of termination of the Commitments delivered by the Borrower may
state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably
among the Lenders in accordance with their respective Commitments.

SECTION 2.09. Repayment of Borrowings; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Loan on the Termination Date and (ii) to each Swingline Lender the
then unpaid principal amount of each Swingline Loan on the earlier of the
Termination Date and the fifth Business Day after such Swingline Loan is made;
provided that on each day that a Revolving Borrowing is made, the
Borrower shall repay such Swingline Loan with the proceeds thereof. Amounts
owing by the Borrower in connection with Facility LCs, including, without
limitation, Reimbursement Obligations, shall be paid in accordance with Section
2.22.

(b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made hereunder, the Class and Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder, (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender153s share thereof, and
(iv) the original stated amount of each Facility LC and the then current amount
of LC Obligations.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or
(c) of this Section shall, absent manifest error, be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that
the failure of any Lender or the Administrative Agent to maintain such accounts
or any error therein shall not in any manner affect the obligation of the
Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory
note. In such event, the Borrower shall prepare, execute and deliver to such
Lender a promissory note payable to the order of such Lender (or, if requested
by such Lender, to such Lender and its registered assigns) and in the form of
Exhibit D hereto or any other form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 8.04) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein.

SECTION 2.10. Prepayment of Loans. (a) The Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to prior notice in accordance with paragraph (b) of this Section
and to Section 2.18.

(b) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.,
Chicago time, three Business Days before the date of prepayment, (ii) in the
case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.,
Chicago time, one Business Day before the date of prepayment or (iii) in the
case of prepayment of a Swingline Loan, not later than 11:00 a.m., Chicago time,
on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of prepayment
is given in connection with a conditional notice of termination of the
Commitments as contemplated by Section 2.08, then such notice of prepayment may
be revoked if such notice of termination is revoked in accordance with Section
2.08. Promptly following receipt of any such notice relating to a Revolving
Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Revolving Borrowing shall be in an
amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a
Revolving Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to
the extent required by Section 2.12 and (ii) if demanded and required pursuant
to Section 2.18, break funding payments. If at any time the sum of the aggregate
principal amount of all of the Revolving Credit Exposures exceeds the aggregate
Commitments, the Borrower shall immediately repay Borrowings or cash
collateralize LC Obligations in an account with the Administrative Agent
pursuant to Section 2.22(m), as applicable, in an aggregate principal amount
sufficient to cause the aggregate principal amount of all Revolving Credit
Exposures to be less than or equal to the aggregate Commitments.

SECTION 2.11. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee (a
“Facility Fee“), which shall accrue at the Facility Fee Rate on the daily
amount of the Commitment of such Lender (whether used or unused) during the
period from and including the Availability Date to but excluding the date on
which such Commitment terminates; provided that, if such Lender continues
to have any Revolving Credit Exposure after its Commitment terminates, then such
Facility Fee shall continue to accrue on the daily amount of such Lender153s
Revolving Credit Exposure from and including the date on which its Commitment
terminates to but excluding the date on which such Lender ceases to have any
Revolving Credit Exposure. Accrued Facility Fees shall be payable in arrears on
the last day of March, June, September and December of each year, on each date
on which the Commitments terminate or are reduced (in such case payable only
with respect to the portion so reduced) and on the Termination Date, commencing
on the first such date to

occur after the date hereof; provided that any Facility Fees accruing
after the Termination Date shall be payable on demand. All Facility Fees shall
be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day).

(b) The Borrower agrees to pay to the Administrative Agent, for its own
account, fees payable in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent in the fee letter dated April
20, 2012 (the “Administrative Agent Fee Letter“).

(c) The Borrower agrees to pay to each Arranger, for its own account, fees
payable in the amounts and at the times separately agreed upon between the
Borrower and the Arrangers in the fee letters dated April 20, 2012 (the
“Arranger Fee Letters“).

(d) All fees payable hereunder shall be paid on the dates due, in immediately
available funds, to the Administrative Agent for distribution, in the case of
Facility Fees, to the Lenders. Fees paid shall not be refundable under any
circumstances.

SECTION 2.12. Interest. (a) The Loans comprising each ABR Revolving
Borrowing shall bear interest at the Alternate Base Rate plus the Revolving Loan
Margin.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the
LIBO Rate for the Interest Period in effect for such Borrowing plus the
Revolving Loan Margin.

(d) Notwithstanding the foregoing, if any principal of or interest on any
Loan, any Reimbursement Obligation, or any fee or other amount payable by the
Borrower hereunder is not paid when due, whether at stated maturity, upon
acceleration or otherwise, such overdue amount shall bear interest, after as
well as before judgment, at a rate per annum equal to (i) in the case of overdue
principal of any Loan, 2% plus the rate otherwise applicable to such Loan as
provided in the preceding paragraphs of this Section, (ii) in the case of LC
Fees, such LC Fees shall be increased by 2% per annum during the period any such
fees are not paid when due or (iii) in the case of any other amount, the rate
applicable to ABR Loans as provided in paragraph (a) of this Section;
provided, however, that interest shall only accrue under this
paragraph (d) on the amount of any overdue interest payment if such interest
payment default continues beyond the five Business Day cure period set forth in
Section 6.01(a); provided, further, if such interest payment
default is not cured by the end of the applicable five Business Day cure period,
then interest shall accrue on such overdue interest payment under this paragraph
(d) beginning on the date on which such payment was initially due and not made
and ending on the date on which such payment is received by the Administrative
Agent.

(e) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and, in the case of Revolving Loans and
Swingline Loans, upon the termination of the Commitments and the repayment of
such Loans; provided that (i) interest accrued pursuant to paragraph (d)
of this Section shall be payable on demand, (ii) in the event of any repayment
or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan
prior to the end of the Availability Period), accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or
prepayment and (iii) in the event of any conversion of any Eurodollar Revolving
Loan prior to the end of the current Interest Period therefor, accrued interest
on the principal balance of the Loan so converted shall be payable on the
effective date of such conversion.

(f) All interest hereunder shall be computed on the basis of a year of 360
days, except that interest computed by reference to the Alternate Base Rate
shall at all times be computed on the basis of a year of 365 or 366 days, as
applicable, and in each case shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). The applicable
Alternate Base Rate or LIBO Rate shall be determined by the Administrative
Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.13. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest or fees, or of amounts payable under
Section 2.14, 2.18 or 2.20, or otherwise) prior to 12:00 noon, Chicago time, on
the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest and all fees
thereon. All such payments shall be made to the Administrative Agent at its
offices at 901 Main Street, Dallas, Texas 75202-3714, except that payments
pursuant to Section 2.14, 2.18, 2.20 and 8.03 shall be made directly to the
Persons entitled thereto and except that payments of Swingline Loans shall be
made directly to the Swingline Lenders as expressly provided herein. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. All payments
hereunder of principal or interest in respect of any Loan, and all other
payments hereunder and under each other loan document delivered in connection
herewith, shall be made in dollars. Any payment required to be made by the
Administrative Agent hereunder shall be deemed to have been made by the time
required if the Administrative Agent shall, at or before such time, have taken
the necessary steps to make such payments in accordance with the regulations or
operating procedures of the clearing or settlement system used by the
Administrative Agent to make such payment.

(b) If any Lender, including, without limitation, any LC Issuer, shall, by
exercising any right of set-off or counterclaim or otherwise, obtain payment in
respect of any principal of, interest on or other amounts owing in connection
with any of its Revolving Loans, participations in Swingline Loans or
participations in Facility LCs resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans,
participations in Swingline Loans, participations in Facility LCs and any
accrued interest thereon than the proportion received by any other Lender, then
the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Revolving Loans, Swingline Loans and Facility LCs
of other Lenders to the extent necessary so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Revolving Loans,
participations in Swingline Loans and participations in Facility LCs;
provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans and Facility LCs to any assignee or participant, other than to the
Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of
this paragraph shall apply). The Borrower consents to the foregoing and agrees,
to the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

(c) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

(d) If any Lender shall fail to make any payment required to be made by it
hereunder, then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender153s
obligations until all such unsatisfied obligations are fully paid.

SECTION 2.14. Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit,
compulsory loan, insurance charge or similar requirement against assets of,
deposits with or for the account of, or credit extended or participated in by,
any Lender (except any reserve requirement reflected in the LIBO Rate) or any LC
Issuer;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes,
(B) Taxes described in clauses (b) through (d) of the definition of Excluded
Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of
credit, commitments, or other obligations, or its deposits, reserves, other
liabilities or capital attributable thereto; or

(iii) impose on any Lender or any LC Issuer or the London interbank market
any other condition, cost or expense affecting this Agreement or Loans made by
such Lender or any Facility LC or participation therein;

and the result of any of the foregoing shall be to increase the cost to the
Administrative Agent or such Lender of making or maintaining any Loan (or of
maintaining its obligation to make any such Loan), or to increase the cost to
the Administrative Agent, such Lender or such LC Issuer of participating in,
issuing or maintaining any Facility LC (or of maintaining its obligation to
participate in or to issue any Facility LC), or to reduce the amount of any sum
received or receivable by the Administrative Agent, such Lender or such LC
Issuer hereunder (whether of principal, interest or any other amount) then, upon
request of the Administrative Agent, such Lender or such LC Issuer, the Borrower
will pay to the Administrative Agent, such Lender or such LC Issuer, as the case
may be, such additional amount or amounts as will compensate the Administrative
Agent, such Lender or such LC Issuer, as the case may be, for such additional
costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or any LC Issuer determines
that any Change in Law affecting such Lender or such LC Issuer or any Lending
Office of such Lender or such Lender153s or such LC Issuer153s holding company, if
any, regarding capital or liquidity requirements has or would have the effect of
reducing the rate of return on such Lender153s or such LC Issuer153s capital or on
the capital of such Lender153s or such LC Issuer153s holding company, if any, as a
consequence of this Agreement, the Commitments of such Lender or the Loans made
by, or participations in Facility LCs or Swingline Loans

held by, such Lender, or the Facility LCs issued by such LC Issuer, to a
level below that which such Lender or such LC Issuer or such Lender153s or such LC
Issuer153s holding company could have achieved but for such Change in Law (taking
into consideration such Lender153s or such LC Issuer153s policies and the policies
of such Lender153s or such LC Issuer153s holding company with respect to capital
adequacy and liquidity), then from time to time the Borrower will pay to such
Lender or such LC Issuer, as the case may be, such additional amount or amounts
as will compensate such Lender or such LC Issuer or such Lender153s or such LC
Issuer153s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or an LC
Issuer setting forth the amount or amounts necessary to compensate such Lender
or such LC Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section and delivered to the Borrower shall be
conclusive absent manifest error. The Borrower shall pay such Lender or such LC
Issuer, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or
any LC Issuer to demand compensation pursuant to the foregoing provisions of
this Section 2.14 shall not constitute a waiver of such Lender153s or such LC
Issuer153s right to demand such compensation, provided that the Borrower
shall not be required to compensate a Lender or an LC Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or
reductions suffered more than nine months prior to the date that such Lender or
such LC Issuer, as the case may be, notifies the Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Lender153s or such
LC Issuer153s intention to claim compensation therefor (except that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the nine-month period referred to above shall be extended to include the period
of retroactive effect thereof).

SECTION 2.15. Basis for Determining Interest Rate for Eurodollar Loans If
Inadequate or Unfair. If at any time with respect to the Loans:

(a) the Administrative Agent determines (which determination shall be binding
and conclusive on all parties) that by reason of circumstances affecting the
interbank market arising after the date of this Agreement adequate and
reasonable means do not exist for ascertaining the LIBO Rate, or

(b) Lenders whose aggregate Applicable Percentages total 30% or more give
notice to the Administrative Agent that the LIBO Rate as determined by the
Administrative Agent will not adequately and fairly reflect the cost to such
Lenders of maintaining or funding the Loans at any time,

then, the Administrative Agent shall give notice thereof to the Borrower and
the Lenders by telecopy or telephone (confirmed by telecopy) as promptly as
practicable thereafter and, until the Administrative Agent notifies the Borrower
and the applicable Lenders that the circumstances giving rise to such notice no
longer exist, (i) any Interest Election Request that requests the conversion of
any Borrowing to, or continuation of, any Borrowing as a Eurodollar Borrowing
shall be ineffective, and any Eurodollar Borrowing that is requested to be
continued shall be converted into an ABR Borrowing on the last day of the then
current Interest Period applicable thereto, and (ii) any request for a
Eurodollar Borrowing shall be deemed a request for an ABR Borrowing. If
circumstances subsequently change so that the conditions specified in paragraph
(a) or (b) above no longer exist, the Administrative Agent (in the case of
paragraph (a)) or the specified Lenders (in the case of paragraph (b)) shall
notify the Borrower of the reinstated interest rate of the LIBO Rate plus the
Revolving Loan Margin.

SECTION 2.16. Illegality. In the event that any Change in Law makes it
unlawful for any Lender to make, maintain or fund Loans, then (a) such Lender
shall promptly notify the Administrative Agent and the Administrative Agent
shall promptly notify each of the other parties hereto, (b) the obligation of
Lenders to make the Loans made unlawful for such Lender shall, upon the
effectiveness of such event, be suspended for the duration of such unlawfulness
and (c) with respect to Eurodollar Loans, if such Lender so requests, the
Borrower shall on the last day of the respective Interest Periods then in effect
with respect thereto or, if earlier, on the latest date as may be required by
the relevant law, regulation or interpretation, repay all then outstanding
Eurodollar Loans of each Lender made unlawful for such Lender or convert such
Eurodollar Loans to ABR Loans. If circumstances subsequently change so that such
affected Lender shall determine that it is no longer so affected, such Lender
will promptly notify the Borrower and the Administrative Agent, and upon receipt
of such notice, the obligations of all Lenders to make or continue Loans shall
be reinstated.

SECTION 2.17. Substitution of Lenders. If (i) the obligation of any
Lender to make Loans has been suspended pursuant to Section 2.16, (ii) any
Lender (including, without limitation, throughout this Section 2.17, any LC
Issuer) has demanded compensation under Section 2.14 or (iii) any Lender becomes
a Defaulting Lender, the Borrower, provided no Event of Default exists
under paragraph (a) or (c) of Section 6.01, shall have the right to substitute a
bank or banks (which may be one or more of the Lenders) reasonably satisfactory
to the Administrative Agent to purchase such Lender153s Loans and participations
in Facility LCs, subject to the indemnity provisions of Section 2.18, and to
assume the Commitment of such Lender. Upon such purchase and assumption of such
substituted bank or banks, the obligations of such Lender hereunder shall be
discharged and such Lender shall cease to be obligated to make further Loans and
such Lender153s Commitment shall be reduced to zero.

SECTION 2.18. Funding Indemnification. If: (a) any payment of a Loan
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, including, without
limitation, pursuant to any reduction of the Commitments; or (b) any prepayment
of any Loan required to be made pursuant to this Agreement, including, without
limitation, pursuant to Section 2.16, is not made on the date specified by the
Borrower for any reason; or (c) any Loan is not made or converted on the date
specified by the Borrower for any reason, other than default by one or more of
the Lenders; the Borrower will indemnify each Lender, upon demand (which demand
shall be accompanied by a statement setting forth the basis for the calculations
of the amount being claimed) for all losses incurred by each such Lender
resulting therefrom, including, without limitation, any costs in liquidating or
employing deposits acquired to fund or maintain such Loan. For this purpose, all
notices to the Administrative Agent pursuant to this Agreement with respect to
borrowings, repayments and commitment reductions shall be deemed to be
irrevocable.

SECTION 2.19. [Intentionally Omitted].

SECTION 2.20. Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of
any obligation of the Borrower under this Agreement shall be made without
deduction or withholding for any Taxes, except as required by applicable Law. If
any applicable Laws (as determined in the good faith discretion of an applicable
Withholding Agent) requires the deduction or withholding of any Tax from any
such payment by a Withholding Agent, then the applicable Withholding Agent shall
be entitled to make such deduction or withholding and shall timely pay the full
amount deducted or withheld to the relevant Governmental Authority in accordance
with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable
by the Borrower shall be increased as necessary so that after such deduction or
withholding has been made (including such deductions and withholdings applicable
to additional sums payable under this Section) the applicable Recipient receives
an amount equal to the sum it would have received had no such deduction or
withholding been made.

(b) Payment of Other Taxes by the Borrower. The Borrower shall timely
pay to the relevant Governmental Authority in accordance with applicable law, or
at the option of the Administrative Agent timely reimburse it for the payment
of, any Other Taxes.

(c) Indemnification by the Borrower. The Borrower shall indemnify each
Recipient, within 10 days after demand therefor, for the full amount of any
Indemnified Taxes (including Indemnified Taxes imposed or asserted on or
attributable to amounts payable under this Section 2.20) paid by such Recipient
or required to be withheld or deducted from a payment to such Recipient and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the
amount of such payment or liability delivered to the Borrower by a Lender or an
LC Issuer (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender or an LC Issuer, shall be
conclusive absent manifest error.

(d) Indemnification by the Lenders and the LC Issuers. Each Lender and
each LC Issuer shall severally indemnify the Administrative Agent, within 10
days after demand therefor, for (i) any Indemnified Taxes attributable to such
Lender or such LC Issuer (but only to the extent that the Borrower has not
already indemnified the Administrative Agent for such Indemnified Taxes and
without limiting the obligation of the Borrower to do so), (ii) any Taxes
attributable to such Lender153s failure to comply with the provisions of Section
8.04(e) relating to the maintenance of a Participant Register and (iii) any
Excluded Taxes attributable to such Lender or such LC Issuer, in each case, that
are payable or paid by the Administrative Agent in connection with this
Agreement, and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to any Lender by the Administrative Agent shall
be conclusive absent manifest error. Each Lender and each LC Issuer hereby
authorizes the Administrative Agent to set off and apply any and all amounts at
any time owing to such Lender or such LC Issuer, as the case may be, under this
Agreement or otherwise payable by the Administrative Agent to the Lender from
any other source against any amount due to the Administrative Agent under this
paragraph (d).

(e) Evidence of Payments. As soon as practicable after any payment of
Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.20,
the Borrower shall deliver to the Administrative Agent 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 Administrative Agent.

(f) Status of Lenders. (i) Any Lender that is entitled to an exemption
from or reduction of withholding Tax with respect to payments made under this
Agreement shall deliver to the Borrower and the Administrative Agent, at the
time or times reasonably requested by the Borrower or the Administrative Agent,
such properly completed and executed documentation reasonably requested by the
Borrower or the Administrative Agent as will permit such payments to be made
without withholding or at a reduced rate of withholding. In addition, any
Lender, if reasonably requested by the Borrower or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the
completion, execution and submission of such documentation (other than such
documentation set forth in Section 2.20(f)(ii)(A), (ii)(B) and (ii)(D) below)
shall not be required if in the Lender153s reasonable judgment such completion,
execution or submission would subject such Lender to any material unreimbursed
cost or expense or would materially prejudice the legal or commercial position
of such Lender.

(ii) Without limiting the generality of the foregoing,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the
Administrative Agent (in such number of copies as shall be reasonably requested
by the recipient) on or prior to the date on which such Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable
request of the Borrower or the Administrative Agent), duly executed originals of
IRS Form W-9 or successor form certifying that such Lender is exempt from U.S.
federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so,
deliver to the Borrower and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the reasonable request of the Borrower or the Administrative
Agent), whichever of the following is applicable:

(i) in the case of a Foreign Lender claiming the benefits of an income tax
treaty to which the United States is a party (x) with respect to payments of
interest under this Agreement, executed originals of IRS Form W-8BEN
establishing an exemption from, or reduction of, U.S. federal withholding Tax
pursuant to the “interest” article of such tax treaty, (y) with respect to any
other applicable payments under this Agreement, IRS Form W-8BEN establishing an
exemption from, or reduction of, U.S. federal withholding Tax pursuant to the
“business profits” or “other income” article of such tax treaty and (z) with
respect to payments of interest or any other applicable payments under this
Agreement, executed originals of IRS Form W-8BEN establishing an exemption from,
or reduction of, U.S. federal withholding Tax pursuant to any other applicable
article of such tax treaty;

(ii) duly executed originals of IRS Form W-8ECI;

(iii) in the case of a Foreign Lender claiming the benefits of the exemption
for portfolio interest under Section 881(c) of the Code, (x) a certificate
substantially in the form of Exhibit F-1 to the effect that such Foreign
Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a
“10 percent shareholder” of the Borrower within the meaning of Section
881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate“)
and (y) executed originals of IRS Form W-8BEN; or

(iv) to the extent a Foreign Lender is not the beneficial owner, executed
originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a
U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2
or Exhibit F-3, IRS Form W-9, and/or other certification documents from
each beneficial owner, as may be required; provided that if the Foreign
Lender is a partnership and one or more direct or indirect partners of such
Foreign Lender are claiming the portfolio interest exemption, such Foreign
Lender may provide a U.S. Tax Compliance Certificate substantially in the form
of Exhibit F-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so,
deliver to the Borrower and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals of any other form prescribed by applicable law as a
basis for claiming exemption from or a reduction in U.S. federal withholding
Tax, duly completed, together with such supplementary documentation as may be
prescribed by applicable law to permit the Borrower or the Administrative Agent
to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under this Agreement would be subject to
U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to
comply with the applicable reporting requirements of FATCA (including those
contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender
shall deliver to the Borrower and the Administrative Agent at the time or times
prescribed by law and at such time or times reasonably requested by the Borrower
or the Administrative Agent such documentation prescribed by applicable law
(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
additional documentation reasonably requested by the Borrower or the
Administrative Agent as may be necessary for the Borrower and the Administrative
Agent to comply with their obligations under FATCA and to determine that such
Lender has complied with such Lender153s obligations under FATCA or to determine
the amount to deduct and withhold from such payment. Solely for purposes of this
clause (D), “FATCA” shall include any amendments made to FATCA after the date of
this Agreement.

(iii) Each Lender agrees that if any form or certification it previously
delivered expires or becomes obsolete or inaccurate in any respect, it shall
update such form or certification or promptly notify the Borrower and the
Administrative Agent in writing of its legal inability to do so.

(g) Any Lender or the Administrative Agent requesting compensation under this
Section 2.20 shall use its reasonable efforts to notify the Borrower and the
Administrative Agent in writing of any Change in Law, policy, rule, guideline or
directive giving rise to such demand for compensation not more than 60 days
following the date upon which the responsible account officer for such Lender
knows or should have known of such change. Such written demand shall be
rebuttably presumed correct for all purposes. If any Lender or the
Administrative Agent demands compensation under this Section 2.20 more than 60
days following the date upon which a responsible account officer for such Lender
or the Administrative Agent knows or should have known that Taxes or Other Taxes
have begun to accrue with respect to which such Lender or the Administrative
Agent is entitled to compensation under this Section 2.20, then any Taxes or
Other Taxes attributable to the period prior to the 60 day period prior to the
date on which such Lender or the Administrative Agent provided such notice and
demand for compensation shall be excluded from the indemnity obligations of the
Borrower under this Section 2.20.

(h) Treatment of Certain Refunds. If any party determines, in its sole
discretion exercised in good faith, that it has received a refund of any Taxes
as to which it has been indemnified pursuant to this Section 2.20 (including by
the payment of additional amounts pursuant to this Section 2.20), it shall pay
to the indemnifying party an amount equal to such refund (but only to the extent
of indemnity payments made under this Section with respect to the Taxes giving
rise to such refund), net of all out-of-pocket expenses (including Taxes) of
such indemnified party and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund). Such indemnifying
party, upon the request of such indemnified party, shall repay to such
indemnified party the

amount paid over pursuant to this paragraph (h) (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) in the event
that such indemnified party is required to repay such refund to such
Governmental Authority. Notwithstanding anything to the contrary in this
paragraph (h), in no event will the indemnified party be required to pay any
amount to an indemnifying party pursuant to this paragraph (h) the payment of
which would place the indemnified party in a less favorable net after-Tax
position than the indemnified party would have been in if the indemnification
payments or additional amounts giving rise to such refund had never been paid.
This paragraph shall not be construed to require any indemnified party to make
available its Tax returns (or any other information relating to its Taxes that
it deems confidential) to the indemnifying party or any other Person.

(i) Survival. Each party153s obligations under this Section 2.20 shall
survive the resignation or replacement of the Administrative Agent or any
assignment of rights by, or the replacement of, a Lender or an LC Issuer, the
termination of the Commitments and the repayment, satisfaction or discharge of
all the Obligations.

SECTION 2.21. [Intentionally Omitted].

SECTION 2.22. Facility LCs.

(a) Issuance. (i) Each LC Issuer hereby agrees, on the terms and
conditions set forth in this Agreement, to issue standby and commercial letters
of credit denominated solely in dollars (each, including the Existing Facility
LCs, a “Facility LC“), to renew, extend, increase, decrease or otherwise
modify each Facility LC (“Modify,” and each such action, a
“Modification“) and to honor drawings under Facility LCs, from time to
time during the Availability Period upon the request of the Borrower, provided
that immediately after each such Facility LC is issued or Modified or drawn
upon, (x) the aggregate amount of the outstanding LC Obligations shall not
exceed $100,000,000, (y) the Revolving Credit Exposure of any Lender shall not
exceed the Commitment of such Lender and (z) the aggregate of the Revolving
Credit Exposures of all the Lenders shall not exceed the aggregate of the
Commitments. Each request by the Borrower for the issuance or amendment of a
Facility LC shall be deemed to be a representation by the Borrower that the
Facility LC or Modification or drawing so requested complies with the conditions
set forth in the proviso to the preceding sentence. Other than as permitted
under Section 2.22(a)(ii) or 2.22(m), no Facility LC shall have an expiry date
later than the date that is (x) twelve (12) months after the date issuance or
last extension of such Facility LC (unless the Required Lenders have approved
such an expiry date) and (y) the fifth Business Day prior to the Termination
Date; provided, that any Facility LC may (1) provide for renewal
thereof for additional periods of up to twelve (12) months (which in no event
shall extend beyond the date referred to in the preceding sentence) and (2) have
a later expiry date (but in no event later than the date that is one year after
the Termination Date) if cash collateralized on terms reasonably satisfactory to
the Administrative Agent and the relevant LC Issuer and in an amount equal to
105% of the face amount thereof no later than fifteen (15) days prior to the
Termination Date. Within the foregoing limits, and subject to the terms and
conditions hereof, the Borrower153s ability to obtain Facility LCs shall be fully
revolving, and accordingly the Borrower may, during the foregoing period, obtain
Facility LCs to replace Facility LCs that have expired or that have been drawn
upon and reimbursed. The letters of credit identified on Schedule 2.22 (the
“Existing Facility LCs“) shall be deemed to have been issued pursuant
hereto as of the Availability Date, and from and after the Availability Date
shall be subject to and governed by the terms and conditions hereof.

(ii) If the Borrower so requests in any applicable Facility LC Application,
each LC Issuer may, in its sole discretion, agree to issue a Facility LC that
has automatic extension provisions (each, an “Auto-Extension Facility
LC“); provided that any such Auto-Extension Facility LC must permit
such LC Issuer to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Facility LC) by giving
prior notice to the beneficiary thereof not later than a day

(the “Non-Extension Notice Date“) in each such twelve-month period to
be agreed upon at the time such Facility LC is issued. Unless otherwise directed
by the applicable LC Issuer, the Borrower shall not be required to make a
specific request to such LC Issuer for any such extension. Once an
Auto-Extension Facility LC has been issued, the Lenders shall be deemed to have
authorized (but may not require) the applicable LC Issuer to permit the
extension of such Facility LC at any time to an expiry date not later than the
date specified in Section 2.22(a)(i); provided, however, that such
LC Issuer shall not permit any such extension if (A) such LC Issuer has
determined that it would not be permitted, or would have no obligation, at such
time to issue such Facility in its revised form (as extended) under the terms
hereof (by reason of the provisions of Section 2.22(a)(i) or (ii) (or otherwise)
or (B) it has received notice (which may be by telephone or in writing) on or
before the day that is seven Business Days before the Non-Extension Notice Date
(1) from the Administrative Agent that the Required Lenders have elected not to
permit such extension or (2) from the Administrative Agent, any Lender or the
Borrower that one or more of the applicable conditions specified in Section 4.03
is not then satisfied, and in each such case directing such LC Issuer not to
permit such extension.

(iii) No LC Issuer shall be required to issue any Facility LC if (x) any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain such LC Issuer from issuing such
Facility LC, or any Law applicable to such LC Issuer or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over such LC Issuer shall prohibit the issuance of letters of
credit generally or such Facility LC in particular or shall impose upon such LC
Issuer with respect to such Facility LC any restriction, reserve or capital
requirement (for which such LC Issuer is not otherwise compensated hereunder)
not in effect on the Effective Date, or shall impose upon such LC Issuer any
unreimbursed loss, cost or expense which was not applicable on the Effective
Date and which such LC Issuer in good faith deems material to it and (y) any
Lender is at that time a Defaulting Lender, unless such LC Issuer has entered
into arrangements, including the delivery of cash collateral, satisfactory to
such LC Issuer (in its sole discretion) with the Borrower or such Lender to
eliminate such LC Issuer153s actual or potential Fronting Exposure (after giving
effect to Section 2.25(a)(iv)) with respect to the Defaulting Lender arising
from either the Facility LC then proposed to be issued or that Facility LC and
all other LC Obligations as to which such LC Issuer has actual or potential
Fronting Exposure, as it may elect in its sole discretion. No LC Issuer shall be
under any obligation to Modify any Facility LC if (x) such LC Issuer would have
no obligation at such time to issue such Facility LC in its amended form under
the terms hereof or (y) the beneficiary of such Facility LC does not accept the
proposed Modification to such Facility LC. No LC Issuer shall act on behalf of
the Lenders with respect to any Facility LC issued by it and the documents
associated therewith, and each LC Issuer shall have all of the benefits and
immunities (x) provided to the Administrative Agent in Article VII with respect
to any acts taken or omissions suffered by such LC Issuer in connection with
Facility LCs issued by it or proposed to be issued by it and Facility LC
Applications pertaining to such Facility LCs as fully as if the term
“Administrative Agent” as used in Article VII included such LC Issuer with
respect to such acts or omissions and (y) as additionally provided herein with
respect to the LC Issuers.

(b) Participations. Upon the issuance or Modification by an LC Issuer
of a Facility LC in accordance with this Section 2.22, such LC Issuer shall be
deemed, without further action by any party hereto, to have unconditionally and
irrevocably sold to each Lender, and each Lender severally agrees, and shall be
deemed, without further action by any party hereto, to have unconditionally and
irrevocably purchased from such LC Issuer, a risk participation in such Facility
LC (and each Modification thereof) and the related LC Obligations in proportion
to its Applicable Percentage.

(c) Notice. Subject to Section 2.22(a), the Borrower shall give the
applicable LC Issuer and the Administrative Agent notice in the form of a
Facility LC Application prior to 10:00 a.m. (Chicago time) at least three
Business Days prior to the proposed date of issuance or Modification of the
applicable

Facility LC, or in each case such shorter period as may be agreed to by the
applicable LC Issuer and the Administrative Agent, in any particular instance
specifying the name and address of the beneficiary, the proposed date of
issuance (or Modification) (which shall be a Business Day), the expiry date of
such Facility LC, the amount of such Facility LC, the documents to be presented
by such beneficiary in case of any drawing thereunder, the full text of any
certificate to be presented by such beneficiary in case of any drawing
thereunder, the purpose and nature of the requested Facility LC, the nature of
the proposed Modification (in the case of a Modification) and such other
information as shall be necessary to prepare such Facility LC or as the
applicable LC Issuer may require. Upon receipt of such notice, (i) the
applicable LC Issuer will confirm with the Administrative Agent (by telephone or
in writing) that the Administrative Agent has received a copy of such Facility
LC Application from the Borrower and, if not, such LC Issuer will provide the
Administrative Agent with a copy thereof and (ii) the Administrative Agent shall
promptly notify each Lender, of the contents thereof and of the amount of such
Lender153s participation in such proposed Facility LC. The issuance or
Modification by the applicable LC Issuer of a Facility LC shall, in addition to
the conditions precedent set forth in Article IV (the satisfaction of which the
applicable LC Issuer shall have no duty to ascertain), be subject to the
conditions precedent that such Facility LC shall be reasonably satisfactory to
the applicable LC Issuer and that a Responsible Officer shall have executed and
delivered such applicable agreement and/or such other instruments and agreements
relating to such Facility LC as the applicable LC Issuer or the Administrative
Agent shall have reasonably requested (each, a “Facility LC
Application“). Unless the applicable LC Issuer has received written notice
from any Lender, the Administrative Agent or the Borrower, at least one Business
Day prior to the requested date of issuance or Modification of the applicable
Facility LC, that one or more applicable conditions contained in Article IV
shall not then be satisfied, then, subject to the terms and conditions hereof,
such LC Issuer shall, on the requested date, issue a Facility LC for the account
of the Borrower or enter into the applicable Modification, as the case may be,
in each case in accordance with such LC Issuer153s usual and customary business
practices. In the event of any conflict between the terms of this Agreement and
the terms of any Facility LC Application, the terms of this Agreement shall
control.

(d) LC Fees. The Borrower shall pay to the Administrative Agent, for
the account of the Lenders ratably in accordance with their respective
Applicable Percentages, with respect to each Facility LC, a letter of credit
participation fee (the “LC Participation Fee“), which shall accrue at the
LC Participation Fee Rate on the daily stated amounts of all outstanding
Facility LCs. Accrued LC Participation Fees shall be payable in arrears on each
Interest Payment Date. The Borrower shall also pay to the applicable LC Issuer
for its own account (x) at the time of issuance of a Facility LC issued by such
LC Issuer, a fronting fee in an amount as shall be agreed to by the Borrower and
the applicable LC Issuer, and (y) documentary and processing charges in
connection with the issuance, amendment, cancellation, negotiation, transfer, or
other Modification of and draws under Facility LCs in accordance with such LC
Issuer153s standard schedule for such charges as in effect from time to time. The
LC Participation Fee and each other fee described in this Section 2.22(d) shall
constitute an “LC Fee”. All LC Fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).

(e) Administration; Reimbursement by Lenders. Upon receipt from the
beneficiary of any Facility LC of any demand for payment under such Facility LC,
the applicable LC Issuer shall notify the Administrative Agent, the Borrower and
each other Lender as to the amount to be paid by such LC Issuer as a result of
such demand and the proposed payment date (the “LC Payment Date“). The
responsibility of the applicable LC Issuer to the Borrower and each Lender shall
be only to determine that the documents (including each demand for payment)
delivered under each Facility LC issued by such LC Issuer in connection with
such presentment shall be in conformity in all material respects with such
Facility LC. Each LC Issuer shall endeavor to exercise the same care in the
issuance and administration of its Facility LCs as it does with respect to
letters of credit in which no participations are granted, it

being understood that in the absence of any gross negligence or willful
misconduct by such LC Issuer, each Lender shall be unconditionally and
irrevocably liable without regard to the occurrence of any Event of Default or
any condition precedent whatsoever, to reimburse such LC Issuer on demand for
(and the Administrative Agent may apply cash collateral provided for this
purpose) (i) such Lender153s Applicable Percentage of the amount of each payment
made by such LC Issuer under each Facility LC issued by it to the extent such
amount is not reimbursed by the Borrower pursuant to Section 2.22(g) below,
plus (ii) interest on the foregoing amount to be reimbursed by such
Lender, for each day from the date of such LC Issuer153s demand for such
reimbursement (or, if such demand is made after 11:00 a.m. (Chicago time) on
such date, from the next succeeding Business Day) to the date on which such
Lender pays the amount to be reimbursed by it, at a rate of interest per annum
equal to the greater of the Federal Funds Rate and a rate determined by such LC
Issuer in accordance with banking industry rules on interbank compensation,
which interest shall be solely for the account of the applicable LC Issuer, plus
any administrative, processing or similar fees customarily charged by such LC
Issuer in connection with the foregoing. Any notice given by any LC Issuer or
the Administrative Agent pursuant to this paragraph (e) may be given by
telephone if immediately confirmed in writing; provided that the lack
of such an immediate confirmation shall not affect the conclusiveness or binding
effect of such notice. A certificate of the LC Issuer submitted to any Lender
(through the Administrative Agent) with respect to any amounts owing under this
paragraph (e) shall be conclusive absent manifest error. Each Lender153s
obligation to participate in Facility LCs and to reimburse the LC Issuers for
amounts drawn under Facility LCs shall be absolute and unconditional and shall
not be affected by any circumstance, including (i) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against the
applicable LC Issuer, the Borrower or any other Person for any reason
whatsoever, (ii) the occurrence or continuance of an Unmatured Event of Default
or (iii) any other occurrence, event or condition, whether or not similar to any
of the foregoing.

(f) Reimbursement by Borrower. The Borrower shall be irrevocably and
unconditionally obligated to reimburse each LC Issuer on the first Business Day
immediately following the applicable LC Payment Date (the “Reimbursement
Date“) for any amounts to be paid by such LC Issuer upon any drawing under
any Facility LC issued by it, without presentment, demand, protest or other
formalities of any kind; provided that neither the Borrower nor any Lender shall
hereby be precluded from asserting any claim for direct (but not consequential)
damages suffered by the Borrower or such Lender to the extent, but only to the
extent, caused by (i) the willful misconduct or gross negligence of such LC
Issuer or (ii) such LC Issuer153s failure to pay under any Facility LC issued by
it after the presentation to it of a request strictly complying with the terms
and conditions of such Facility LC; and provided further that any
payments made by the Borrower after the Reimbursement Date as reimbursement for
amounts paid by such LC Issuer upon any drawing under such Facility LC shall be
made to such LC Issuer as agent for, and for the account of, the Lenders to the
extent such Lenders have made payment to such LC Issuer in respect of such
Facility LC pursuant to Section 2.22(e) All such amounts paid by such LC Issuer
and remaining unpaid by the Borrower on such LC Payment Date shall bear
interest, payable on demand, for each day until paid at a rate per annum equal
to (x) the Alternate Base Rate for such day if such day falls on or before the
applicable Reimbursement Date and (y) the sum of 2% plus the Alternate
Base Rate for such day if such day falls after such Reimbursement Date. Each LC
Issuer will pay to each Lender ratably in accordance with its Applicable
Percentage all amounts received by it from the Borrower for application in
payment, in whole or in part, of the Reimbursement Obligation in respect of any
Facility LC issued by it, but only to the extent such Lender has made payment to
such LC Issuer in respect of such Facility LC pursuant to Section 2.22(e).
Subject to the terms and conditions of this Agreement (including, without
limitation, the submission of a Borrowing Request and the satisfaction of the
applicable conditions precedent set forth in Article IV), the Borrower may
request a Borrowing hereunder for the purpose of satisfying any Reimbursement
Obligation.

(g) Repayment of Obligations. (i) At any time after any LC Issuer has
made a payment under any Facility LC and has received from any Lender such
Lender153s funding of its participation in respect of such payment in accordance
with Section 2.22(b), if the Administrative Agent receives for the account of
such LC Issuer any payment in respect of the related Reimbursement Obligations
or interest thereon (whether directly from the Borrower or otherwise, including
proceeds of cash collateral applied thereto by the Administrative Agent), the
Administrative Agent will distribute to such Lender its Applicable Percentage
thereof in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of
any LC Issuer pursuant to Section 2.22(f) is required to be returned for any
reason (including pursuant to any settlement entered into by such LC Issuer in
its discretion), each Lender shall pay to the Administrative Agent for the
account of such LC Issuer its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Lender, at a rate per annum equal to the
Federal Funds Rate from time to time in effect. The obligations of the Lenders
under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.

(h) Obligations Absolute. (i) Except as set forth herein, the
Borrower153s obligations under this Section 2.22 with respect to each Facility LC
shall be absolute, unconditional and irrevocable under any and all circumstances
and irrespective of any circumstances, including the following:

(1) any lack of validity or enforceability of such Facility LC, this
Agreement, or any other loan document;

(2) the existence of any claim, counterclaim, setoff, defense or other right
that the Borrower or any Subsidiary may have at any time against any beneficiary
or any transferee of such Facility LC (or any Person for whom any such
beneficiary or any such transferee may be acting), the applicable LC Issuer or
any other Person, whether in connection with this Agreement, the transactions
contemplated hereby or by such Facility LC or any agreement or instrument
relating thereto, or any unrelated transaction;

(3) any draft, demand, certificate or other document presented under such
Facility LC proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect; or
any loss or delay in the transmission or otherwise of any document required in
order to make a drawing under such Facility LC;

(4) waiver by the applicable LC Issuer of any requirement that exists for
such LC Issuer153s protection and not the protection of the Borrower or any waiver
by the applicable LC Issuer which does not in fact materially prejudice the
Borrower;

(5) honor of a demand for payment presented electronically even if such
Facility LC requires that demand be in the form of a draft;

(6) any payment made by the applicable LC Issuer in respect of an otherwise
complying item presented after the date specified as the expiration date of, or
the date by which documents must be received under such Facility LC if
presentation after such date is authorized by the UCC, the ISP or the UCP, as
applicable;

(7) any payment by the applicable LC Issuer under such Facility LC against
presentation of a draft or certificate that does not strictly comply with the
terms of such Facility LC; or any payment made by the applicable LC Issuer under
such Facility LC to any Person

purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for
the benefit of creditors, liquidator, receiver or other representative of or
successor to any beneficiary or any transferee of such Facility LC, including
any arising in connection with any proceeding under any Debtor Relief Law; or

(8) any other circumstance or happening whatsoever, whether or not similar to
any of the foregoing, including any other circumstance that might otherwise
constitute a defense available to, or a discharge of, the Borrower or any
Subsidiary.

The Borrower shall promptly examine a copy of each Facility LC and each
Modification thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower153s instructions or other irregularity, the
Borrower will immediately notify the applicable LC Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the applicable LC
Issuer and its correspondents unless such notice is given as aforesaid.

(ii) The Borrower further agrees with each LC Issuer and the Lenders that,
except in the case of gross negligence or willful misconduct, the LC Issuers and
the Lenders shall not be responsible for, and the Borrower153s Reimbursement
Obligation in respect of any Facility LC shall not be affected by, among other
things, the validity or genuineness of documents or of any endorsements thereon,
even if such documents should in fact prove to be in any or all respects
invalid, fraudulent or forged, or any dispute between or among the Borrower, any
of its Affiliates, the beneficiary of any Facility LC or any financing
institution or other party to whom any Facility LC may be transferred or any
claims or defenses whatsoever of the Borrower or of any of its Affiliates
against the beneficiary of any Facility LC or any such transferee. No LC Issuer
shall be liable for any error, omission, interruption or delay in transmission,
dispatch or delivery of any message or advice, however transmitted, in
connection with any Facility LC, except in the case of gross negligence or
willful misconduct by such LC Issuer. The Borrower agrees that any action taken
or omitted by any LC Issuer or any Lender under or in connection with each
Facility LC and the related drafts and documents, if done without gross
negligence or willful misconduct, shall be binding upon the Borrower and shall
not put any LC Issuer or any Lender under any liability to the Borrower. Nothing
in this Section 2.22(h) is intended to limit the right of the Borrower to make a
claim against the applicable LC Issuer for damages as contemplated by the
proviso to the first sentence of Section 2.22(f). The Borrower hereby assumes
all risks of the acts or omissions of any beneficiary or transferee with respect
to its use of any Facility LC; provided, however, that this
assumption is not intended to, and shall not, preclude the Borrower153s pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement.

(i) Actions of the LC Issuers. Each LC Issuer shall be entitled,
except in the case of gross negligence or willful misconduct by such LC Issuer,
to rely, and shall be fully protected in relying, in connection with any
Facility LC issued by it, upon any draft, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel, independent accountants and
other experts selected by such LC Issuer. As between the Lenders, and subject to
the provisions of this Section 2.22(i), each LC Issuer shall be fully justified
in failing or refusing to take any action under this Agreement unless it shall
first have received such advice or concurrence of the Required Lenders as it
reasonably deems appropriate or it shall first be indemnified to its reasonable
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.
Notwithstanding any other provision of this Section 2.22, as between the
Lenders, each LC Issuer shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement in accordance with a request of the
Required Lenders, and such request and any action taken or failure to act
pursuant thereto shall be binding upon the Lenders and any future holders of a
participation in any Facility LC. Any LC Issuer may send a Facility LC or
conduct any communication to or from the beneficiary via the Society for
Worldwide Interbank Financial Telecommunication message or overnight courier, or
any other commercially reasonable means of communicating with a beneficiary.

(j) Indemnification. The Borrower hereby agrees to indemnify and hold
harmless each Lender required to participate in Facility LCs under Section
2.22(b), each LC Issuer and the Administrative Agent, and their respective
affiliates, directors, officers, agents and employees from and against any and
all claims and damages, losses, liabilities, costs or expenses which such
Lender, such LC Issuer or the Administrative Agent may incur by reason of or in
connection with the issuance, execution and delivery or transfer of or payment
or failure to pay under any Facility LC or any actual or proposed use of any
Facility LC, including, without limitation, any claims, damages, losses,
liabilities, costs and expenses which such LC Issuer may incur by reason of or
on account of such LC Issuer issuing any Facility LC which specifies that the
term “Beneficiary” included therein includes any successor by operation of law
of the named Beneficiary, but which Facility LC does not require that any
drawing by any such successor Beneficiary be accompanied by a copy of a legal
document, satisfactory to the applicable LC Issuer, evidencing the appointment
of such successor Beneficiary; provided that the Borrower shall not be required
to indemnify any Lender, any LC Issuer or the Administrative Agent for any
claims, damages, losses, liabilities, costs or expenses to the extent, but only
to the extent, caused by (x) the willful misconduct or gross negligence of such
LC Issuer, Lender or the Administrative Agent or (y) such LC Issuer153s failure to
pay under any Facility LC issued by it after the presentation to it of a request
strictly complying with the terms and conditions of such Facility LC. Nothing in
this Section 2.22(j) is intended to limit the obligations of the Borrower under
any other provision of this Agreement.

(k) Lenders153 Indemnification. Each Lender shall, ratably in accordance
with its Applicable Percentage, indemnify each LC Issuer, its affiliates and
their respective directors, officers, agents and employees (to the extent not
reimbursed by the Borrower) against any cost, expense (including reasonable
counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from such indemnitees153 gross negligence or willful
misconduct or such LC Issuer153s failure to pay under any Facility LC issued by it
after the presentation to it of a request strictly complying with the terms and
conditions of such Facility LC) that such indemnitees may suffer or incur in
connection with this Section 2.22 or any action taken or omitted by such
indemnitees hereunder.

(l) Rights as a Lender. In its capacity as a Lender, each LC Issuer
shall have the same rights and obligations as any other Lender.

(m) Cash Collateral. So long as no Event of Default or Unmatured Event
of Default is then outstanding or would result therefrom, the Borrower may elect
to have a Facility LC remain outstanding subsequent to the Termination Date. The
Borrower shall notify the Administrative Agent and the applicable LC Issuer of
such election at least 30 days prior to the Termination Date. The Borrower, no
later than 30 days prior to the Termination Date, shall deposit into an account
with the Administrative Agent for the benefit of the Lenders (the “Facility
LC Collateral Account“) an amount in cash equal to 105% of the face amount
of the applicable Facility LC. Such cash shall be unencumbered and free and
clear of Liens (other than those in favor of the Administrative Agent) on and
after the date so deposited. Such deposit shall be held by the Administrative
Agent as collateral for the payment and performance of obligations arising under
or in connection with the applicable Facility LC. The Administrative Agent shall
have exclusive dominion and control, including the exclusive right of
withdrawal, over the Facility LC Collateral Account, and the Facility LC
Collateral Account shall otherwise be opened and maintained on terms and
conditions reasonably acceptable to the Administrative Agent. Other than any
interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of the Administrative Agent and at the
Borrower153s risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in the Facility LC
Collateral

Account. Moneys in such account shall be applied by the Administrative Agent
to reimburse the applicable LC Issuer for draws and related expenses under the
related Facility LC. Any amounts remaining on deposit in the Facility LC
Collateral Account subsequent to the expiry or termination of all Facility LCs
cash collateralized thereby and the payment of all amounts owing under or in
connection with such Facility LCs shall be returned to the Borrower;
provided, however, that to the extent an Event of Default is then
outstanding, such remaining deposit shall be applied by the Administrative Agent
to repay any other obligations due and payable under or in connection with the
Credit Agreement. No Lender shall be required to participate in any Facility LC
or otherwise have any duty or obligation in respect thereof subsequent to the
Termination Date if such Facility LC is cash collateralized in accordance with
the foregoing.

(n) LC Issuer Agreements. Each LC Issuer agrees that, unless otherwise
requested by the Administrative Agent, such LC Issuer shall report in writing to
the Administrative Agent (i) on the first Business Day of each week, the daily
activity (set forth by day) in respect of Facility LCs during the immediately
preceding week, including all issuances, extensions, amendments and renewals,
all expirations and cancellations and all disbursements and reimbursements, (ii)
on or prior to each Business Day on which such LC Issuer expects to issue,
amend, renew or extend any Facility LC, the date of such issuance, amendment,
renewal or extension, and the aggregate face amount of the Facility LCs to be
issued, amended, renewed or extended by it and outstanding after giving effect
to such issuance, amendment, renewal or extension occurred (and whether the
amount thereof changed), it being understood that such LC Issuer shall not
permit any issuance, renewal, extension or amendment resulting in an increase in
the amount of any Facility LC to occur without first obtaining written
confirmation from the Administrative Agent that it is then permitted under this
Agreement, (iii) on each Business Day on which such LC Issuer pays any amount in
respect of one or more drawings under Facility LCs, the date of such payment(s)
and the amount of such payment(s), (iv) on any Business Day on which the
Borrower fails to reimburse any Reimbursement Obligation required to be
reimbursed to such LC Issuer on such day, the date of such failure and the
amount and currency of such payment in respect of Facility LCs and (v) on any
other Business Day, such other information as the Administrative Agent shall
reasonably request.

(o) Applicability of ISP and UCP; Limitation of Liability. Unless
otherwise expressly agreed by any LC Issuer and the Borrower when a Facility is
issued (including any such agreement applicable to an Existing Facility LC), (i)
the rules of the ISP shall apply to each standby Facility LC, and (ii) the rules
of the UCP shall apply to each commercial Facility LC. Notwithstanding the
foregoing, no LC Issuer shall be responsible to the Borrower for, and the LC
Issuers153 rights and remedies against the Borrower shall not be impaired by, any
action or inaction of any LC Issuer required or permitted under any law, order,
or practice that is required or permitted to be applied to any Facility LC or
this Agreement, including the Law or any order of a jurisdiction where any LC
Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as
applicable, or in the decisions, opinions, practice statements, or official
commentary of the ICC Banking Commission, the Bankers Association for Finance
and Trade:International Financial Services Association (BAFT-IFSA), or the
Institute of International Banking Law & Practice, whether or not any
Facility LC chooses such law or practice.

SECTION 2.23. [Intentionally Omitted].

SECTION 2.24. Increases of Commitments. At any time after the
Availability Date, the Borrower may request from time to time that the aggregate
amount of the Commitments be increased; provided that, after giving
effect to any such increase, (a) the aggregate amount of increases to the
Commitments made pursuant to this Section shall at no time exceed $300,000,000,
(b) the Borrower shall not be entitled to make any such request more frequently
than once in each fiscal quarter, and (c) each such request shall be in a
minimum amount of at least $25,000,000 and increments of $25,000,000 in

excess thereof. Such request shall be made in a written notice given to the
Administrative Agent by the Borrower not less than fifteen (15) Business Days
(or such lesser number of days as the Administrative Agent shall agree) prior to
the proposed effective date of such increase, which notice (a “Commitment
Increase Notice“) shall specify the amount of the proposed increase in the
Commitments and the proposed effective date of such increase. No Lender shall
have any obligation to increase its Commitment pursuant to a Commitment Increase
Notice. On or prior to the date that is ten (10) Business Days after receipt of
the Commitment Increase Notice, each Lender shall submit to the Administrative
Agent a notice indicating the maximum amount by which it is willing to increase
its Commitment in connection with such Commitment Increase Notice (any such
notice to the Administrative Agent being referred to herein as a “Lender
Increase Notice“). Any Lender which does not submit a Lender Increase Notice
to the Administrative Agent prior to the expiration of such ten (10) Business
Day period shall be deemed to have denied any increase in its Commitment. The
Administrative Agent shall have the right, in consultation with the Borrower, to
allocate the amount of increases necessary to meet the Borrower153s Commitment
Increase Notice. The Administrative Agent shall assist and consult with the
Borrower in an effort to identify financial institutions which may be interested
in becoming parties to the Agreement and not later than three (3) Business Days
prior to the proposed effective date the Borrower may notify the Administrative
Agent of any financial institution that shall have agreed to become a “Lender”
party hereto (a “Proposed New Lender“) in connection with the Commitment
Increase Notice. Any Proposed New Lender shall be consented to by the
Administrative Agent (which consent shall not be unreasonably withheld). If the
total amount of the proposed commitment increases set forth in the Lender
Increase Notices together with the total amount of the proposed commitments of
any Proposed New Lender(s) does not equal or exceed the amount of the requested
increase of the Commitments set forth in the relevant Commitment Increase
Notice, then the Borrower shall be deemed to have reduced the amount of its
Commitment Increase Notice to the aggregate amount set forth in the Lender
Increase Notices and Proposed New Lender notices. The Administrative Agent shall
notify the Borrower and the Lenders on or before the Business Day immediately
prior to the proposed effective date of the amount of each Lender153s and Proposed
New Lender153s Commitment (the “Effective Commitment Amount“) and the
aggregate amount of the Commitments, which amounts shall be effective on the
following Business Day. Any increase in the aggregate amount of the Commitments
shall be subject to the following conditions precedent: (A) as of the date of
the Commitment Increase Notice and as of the proposed effective date of the
increase in the aggregate amount of the Commitments, each of the representations
and warranties of the Borrower hereunder shall be true and correct in all
material respects as if made on and as of such date (unless such representation
and warranty specifically related back to an earlier date, in which case such
representation and warranty shall have been true and correct in all material
respects as of such earlier date) and no event shall have occurred and then be
continuing which constitutes an Event of Default or Unmatured Event of Default,
(B) the Borrower, the Administrative Agent and each Proposed New Lender or
Lender that shall have agreed to provide a “Commitment” in support of such
increase in the aggregate Commitments shall have executed and delivered a
“Commitment and Acceptance” substantially in the form of Exhibit E hereto, (C)
counsel for the Borrower shall have provided to the Administrative Agent
supplemental opinions in form and substance reasonably satisfactory to the
Administrative Agent and (D) the Borrower and the Proposed New Lenders shall
otherwise have executed and delivered such other instruments and documents as
may be required hereunder or that the Administrative Agent shall have reasonably
requested in connection with such increase. If any fee shall be charged by the
Lenders in connection with any such increase, such fee shall be in accordance
with then prevailing market conditions, which market conditions shall have been
reasonably documented by the Administrative Agent to the Borrower. Upon
satisfaction of the conditions precedent to any increase in the aggregate amount
of the Commitments, the Administrative Agent shall promptly advise the Borrowers
and each Lender of the effective date of such increase. Upon the effective date
of any increase in the aggregate Commitments that is supported by a Proposed New
Lender, such Proposed New Lender shall be a party hereto as a Lender and shall
have the rights and obligations of a Lender hereunder. Nothing contained herein
shall constitute, or otherwise be deemed to be, a commitment on the part of any
Lender to increase its Commitment hereunder at any time.

For purposes of this Section 2.24, the term “Buying Lender(s)” shall
mean (1) each Lender the Effective Commitment Amount of which is greater than
its Commitment prior to the effective date of any increase in the aggregate
amount of the Commitments and (2) each Proposed New Lender that is allocated an
Effective Commitment Amount in connection with any Commitment Increase Notice,
and the term “Selling Lender(s)” shall mean each Lender whose Commitment under
this Agreement is not being increased from that in effect prior to such increase
in the aggregate amount of the Commitments. Effective on the effective date of
any increase in the aggregate amount of the Commitments pursuant to clause (i)
above, each Selling Lender hereby sells, grants, assigns and conveys to each
Buying Lender, without recourse, warranty, or representation of any kind, except
as specifically provided herein, an undivided percentage in such Selling
Lender153s right, title and interest in and to its outstanding Loans and LC
Obligations in the respective dollar amounts and percentages necessary so that,
from and after such sale, each such Selling Lender153s outstanding Loans and LC
Obligations shall equal such Selling Lender153s pro rata share thereof (calculated
based upon the Effective Commitment Amounts) of the outstanding Loans and LC
Obligations under this Agreement. Effective on the effective date of the
increase in the aggregate amount of the Commitments pursuant to clause (i)
above, each Buying Lender hereby purchases and accepts such grant, assignment
and conveyance from the Selling Lenders. Each Buying Lender hereby agrees that
its respective purchase price for the portion of the outstanding Loans and LC
Obligations purchased hereby shall equal the respective dollar amount necessary
so that, from and after such payments, each Buying Lender153s outstanding Loans
and LC Obligations shall equal such Buying Lender153s pro rata share thereof
(calculated based upon the Effective Commitment Amounts) of the outstanding
Loans and LC Obligations under this Agreement. Such amount shall be payable as
follows: (a) with respect to all ABR Loans, on the effective date of the
increase in the aggregate of the Commitments by wire transfer of immediately
available funds to the Administrative Agent and (b) with respect to all
Eurodollar Loans, unless otherwise agreed to between the Buying Lenders and
Selling Lenders and the Borrower, on the earlier of (i) the last day of the then
current Interest Period by wire transfer of immediately available funds to the
Administrative Agent and (ii) the date on which any such Eurodollar Loan either
becomes due (by acceleration or otherwise) or is prepaid (such earlier date
being hereinafter referred to as the “Settlement Date“) and, for purposes
of calculating interest due and payable with respect to the Eurodollar Loans,
the Lenders153 pro rata shares thereof in each such outstanding Eurodollar Loan
shall not be adjusted by virtue of the applicable increase until such Settlement
Date. The Administrative Agent, in turn, shall wire transfer any such funds
received to the Selling Lenders, in same day funds, for the sole account of the
Selling Lenders. Each Selling Lender hereby represents and warrants to each
Buying Lender that such Selling Lender owns the Loans and LC Obligations being
sold and assigned hereby for its own account and has not sold, transferred or
encumbered any or all of its interest in such Loans or LC Obligations, except
for participations which will be extinguished to the extent of such payment upon
payment to Selling Lender of an amount equal to the portion of the outstanding
Loans and LC Obligations being sold by such Selling Lender. Each Buying Lender
hereby acknowledges and agrees that, except for each Selling Lender153s
representations and warranties contained in the foregoing sentence, each such
Buying Lender has entered into its Commitment and Acceptance with respect to
such increase on the basis of its own independent investigation and has not
relied upon, and will not rely upon, any explicit or implicit written or oral
representation, warranty or other statement of the Lenders or the Administrative
Agent concerning the authorization, execution, legality, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
the other loan documents delivered in connection herewith. The Borrower hereby
agrees to compensate each Selling Lender for all losses, expenses and
liabilities incurred by each Lender in connection with the sale and assignment
of any Eurodollar Loan hereunder on the terms and in the manner as required
hereunder if the Settlement Date is a date (other than the last day of the
applicable Interest Period) on which any such Eurodollar Loans become due (by
acceleration or otherwise) or are prepaid.

SECTION 2.25. Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in
this Agreement, if any Lender becomes a Defaulting Lender, then, until such time
as such Lender is no longer a Defaulting Lender, to the extent permitted by
applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender153s right to approve
or disapprove any amendment, waiver or consent with respect to this Agreement
shall be restricted as set forth in the definition of “Required Lenders” and
Section 8.02.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest,
fees or other amounts received by the Administrative Agent for the account of
such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to
Article VI or otherwise) or received by the Administrative Agent from a
Defaulting Lender pursuant to Section 8.08 shall be applied at such time or
times as may be determined by the Administrative Agent as follows:
first, to the payment of any amounts owing by such Defaulting Lender to
the Administrative Agent hereunder; second, to the payment on a pro
rata basis of any amounts owing by such Defaulting Lender to the LC Issuers or
the Swingline Lenders hereunder; third, to cash collateralize the LC
Issuers153 Fronting Exposure with respect to such Defaulting Lender in accordance
with Section 2.22(m); fourth, as the Borrower may request (so long as
no Unmatured Event of Default or Event of Default exists), to the funding of any
Loan in respect of which such Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by the Administrative
Agent; fifth, if so determined by the Administrative Agent and the
Borrower, to be held in a deposit account and released pro rata in order to (x)
satisfy such Defaulting Lender153s potential future funding obligations with
respect to Loans under this Agreement and (y) cash collateralize the LC Issuers153
future Fronting Exposure with respect to such Defaulting Lender with respect to
future Facility LCs issued under this Agreement, in accordance with Section
2.22(m); sixth, to the payment of any amounts owing to the Lenders, the
LC Issuers or the Swingline Lenders as a result of any judgment of a court of
competent jurisdiction obtained by any Lender, any LC Issuer or any Swingline
Lender against such Defaulting Lender as a result of such Defaulting Lender153s
breach of its obligations under this Agreement; seventh, so long as no
Unmatured Event of Default or Event of Default exists, to the payment of any
amounts owing to the Borrower as a result of any judgment of a court of
competent jurisdiction obtained by the Borrower against such Defaulting Lender
as a result of such Defaulting Lender153s breach of its obligations under this
Agreement; and eighth, to such Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; provided that if (x) such
payment is a payment of the principal amount of any Loans or LC Obligations in
respect of which such Defaulting Lender has not fully funded its appropriate
share, and (y) such Loans were made or the related Facility LCs were issued at a
time when the conditions set forth in Section 4.03 were satisfied or waived,
such payment shall be applied solely to pay the Loans of, and LC Obligations
owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied
to the payment of any Loans of, or LC Obligations owed to, such Defaulting
Lender until such time as all Loans and funded and unfunded participations in LC
Obligations and Swingline Loans are held by the Lenders pro rata in accordance
with the Commitments hereunder without giving effect to Section 2.25(a)(iv). Any
payments, prepayments or other amounts paid or payable to a Defaulting Lender
that are applied (or held) to pay amounts owed by a Defaulting Lender or to post
cash collateral pursuant to this Section 2.25(a)(ii) shall be deemed paid to and
redirected by such Defaulting Lender, and each Lender irrevocably consents
hereto.

(iii) Certain Fees.

(1) Each Defaulting Lender shall be entitled to receive fees payable under
Section 2.11(a) for any period during which that Lender is a Defaulting Lender
only to extent allocable to the sum of (x) the outstanding principal amount of
the Loans funded by it, and (y) its Applicable Percentage of the stated amount
of Facility LCs for which it has provided cash collateral pursuant to Section
2.22.

(2) Each Defaulting Lender shall be entitled to receive LC Participation Fees
for any period during which that Lender is a Defaulting Lender only to the
extent allocable to its Applicable Percentage of the stated amount of Facility
LCs for which it has provided cash collateral pursuant to Section 2.22.

(3) With respect to any fee payable under Section 2.11(a) or any LC
Participation Fee not required to be paid to any Defaulting Lender pursuant to
clause (1) or (2) above, the Borrower shall (x) pay to each Non-Defaulting
Lender that portion of any such fee otherwise payable to such Defaulting Lender
with respect to such Defaulting Lender153s participation in LC Obligations or
Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant
to clause (iv) below, (y) pay to the relevant LC Issuer and the relevant
Swingline Lender, as applicable, the amount of any such fee otherwise payable to
such Defaulting Lender to the extent allocable to such LC Issuer153s or such
Swingline Lender153s Fronting Exposure to such Defaulting Lender, and (z) not be
required to pay the remaining amount of any such fee.

(iv) Reallocation of Applicable Percentages to Reduce Fronting
Exposure. All or any part of such Defaulting Lender153s participation in LC
Obligations and Swingline Loans shall be reallocated among the Non-Defaulting
Lenders in accordance with their respective Applicable Percentages (calculated
without regard to such Defaulting Lender153s Commitment) but only to the extent
that (x) the conditions set forth in Section 4.03 are satisfied at the time of
such reallocation (and, unless the Borrower shall have otherwise notified the
Administrative Agent at such time, the Borrower shall be deemed to have
represented and warranted that such conditions are satisfied at such time), and
(y) such reallocation does not cause the aggregate Revolving Credit Exposure of
any Non-Defaulting Lender to exceed such Non-Defaulting Lender153s Commitment. No
reallocation hereunder shall constitute a waiver or release of any claim of any
party hereunder against a Defaulting Lender arising from that Lender having
become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a
result of such Non-Defaulting Lender153s increased exposure following such
reallocation.

(v) Cash Collateral, Repayment of Swingline Loans. If the reallocation
described in clause (a)(iv) above cannot, or can only partially, be effected,
the Borrower shall, without prejudice to any right or remedy available to it
hereunder or under applicable law, (x) first, prepay Swingline Loans in an
amount equal to the Swingline Lenders153 Fronting Exposure and (y) second, cash
collateralize the LC Issuers153 Fronting Exposure in accordance with the
procedures set forth in Section 2.22(m).

(vi) Obligation to Issue Facility LCs. No LC Issuer shall be under any
obligation to issue any Facility LC if any Lender is at that time a Defaulting
Lender, unless such LC Issuer has entered into arrangements, including the
delivery of cash collateral, satisfactory to such LC Issuer (in its sole
discretion) with the Borrower or such Lender to eliminate such LC Issuer153s
actual or

potential Fronting Exposure (after giving effect to Section 2.25(a)(iv)) with
respect to the Defaulting Lender arising from either the Facility LC then
proposed to be issued or that Facility LC and all other LC Obligations as to
which such LC Issuer has actual or potential Fronting Exposure, as it may elect
in its sole discretion.

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent,
the Swingline Lenders and the LC Issuers agree in writing that a Lender is no
longer a Defaulting Lender, the Administrative Agent will so notify the parties
hereto, whereupon as of the effective date specified in such notice and subject
to any conditions set forth therein (which may include arrangements with respect
to any cash collateral), that Lender will, to the extent applicable, purchase at
par that portion of outstanding Loans of the other Lenders or take such other
actions as the Administrative Agent may determine to be necessary to cause the
Loans and funded and unfunded participations in Facility LCs and Swingline Loans
to be held on a pro rata basis by the Lenders in accordance with their
Applicable Percentages (without giving effect to Section 2.25(a)(iv)), whereupon
such Lender will cease to be a Defaulting Lender; provided that no
adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrower while that Lender was a Defaulting Lender;
and provided, further, that except to the extent otherwise
expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party
hereunder arising from that Lender153s having been a Defaulting Lender.

ARTICLE III

Representations and Warranties

To induce the Lenders to enter into this Agreement and to make Loans and
issue and participate in Facility LCs hereunder, the Borrower represents and
warrants to the Administrative Agent and the Lenders (including, without
limitation, the LC Issuers) that:

SECTION 3.01. Organization, etc. The Borrower is a corporation duly
existing in good standing under the laws of the State of Maryland; each
Subsidiary is duly existing and in good standing under the laws of the
jurisdiction of its organization except where the failure to be in good standing
would not reasonably be expected to have a Material Adverse Effect; and each of
the Borrower and each Subsidiary is duly qualified and in good standing as a
foreign corporation authorized to do business in each jurisdiction where,
because of the nature of its activities or properties, such qualification is
required, except where the failure to so qualify would not reasonably be
expected to have a Material Adverse Effect.

SECTION 3.02. Authorization; No Conflict. The execution and delivery
by the Borrower of this Agreement, the Borrowings hereunder, and the performance
by the Borrower of its obligations under this Agreement are within the
Borrower153s corporate powers, have been duly authorized by all necessary
corporate action, have received all necessary governmental approvals (if any
shall be required), and do not and will not contravene or conflict with any
provision of law, regulation or court order or of the articles of incorporation
or by-laws of the Borrower or of any agreement binding upon the Borrower.

SECTION 3.03. Validity and Binding Nature. This Agreement and each
Note is the legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms, except as enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors153 rights
generally and by the availability of the remedy of specific performance.

SECTION 3.04. Financial Statements. (a) The Borrower153s consolidated
financial statements dated July 2, 2011, and March 31, 2012, have been prepared
in conformity with GAAP applied on a basis consistent with that of the
immediately preceding Fiscal Year or the corresponding period during the
immediately preceding Fiscal Year, as the case may be, and accurately present
the financial condition of the Borrower and the Subsidiaries at such date and
the results of their operations through the fiscal period then ended.

(b) Since July 2, 2011, there has been no Material Adverse Effect;
provided that, for purposes of making this representation after the Spin
Off has occurred, the transactions contemplated by the Spin Off shall be given
pro forma effect as if such transactions occurred on July 2, 2011.

SECTION 3.05. Litigation and Contingent Liabilities. No litigation
(including, without limitation, derivative actions), arbitration proceedings or
governmental proceedings are pending or threatened against the Borrower or any
Subsidiary which, in the Borrower153s good faith judgment would, if adversely
determined, have a Material Adverse Effect, except as set forth (including
estimates of the dollar amounts involved) in Schedule 3.05.

SECTION 3.06. Liens. None of the assets of the Borrower or any
Subsidiary are subject to any Lien, except Liens permitted under Section 5.05
and Liens set forth in Schedule 3.06.

SECTION 3.07. Subsidiaries. The Borrower has no active Subsidiaries,
except those set forth in Schedule 3.07 hereto (as such Schedule 3.07 may be
amended or supplemented from time to time, including, without limitation,
amendments on the Availability Date giving effect to the Spin Off).

SECTION 3.08. ERISA. There has not occurred, nor does there exist, (i)
any incurrence of ERISA Unfunded Liabilities determined in the most recent
actuarial report received by the Borrower for all ERISA Single Employer Plans,
or (ii) any incurrence by the Borrower or any Subsidiary of withdrawal
liabilities, or (iii) any ERISA Termination Event which imposes any material
liability on the Borrower, any Subsidiary or any other member of the ERISA
Controlled Group, which, when taken together, would reasonably be expected to
have a Material Adverse Effect.

SECTION 3.09. Investment Company Act. Neither the Borrower nor any
Subsidiary is an “investment company” or a company “controlled” by an
“investment company,” within the meaning of the Investment Company Act of 1940,
as amended.

SECTION 3.10. [Intentionally Omitted].

SECTION 3.11. Regulation U. Neither the Borrower nor any Subsidiary is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation U of the Board). Margin Stock (as defined in
Regulation U of the Board) constitutes less than 25% of those assets of the
Borrower and its Subsidiaries which are subject to any limitation on sale,
pledge or other restriction hereunder.

SECTION 3.12. Copyrights, Patents and Trademarks. Each of the Borrower
and the Subsidiaries owns or is licensed or otherwise has the right to use all
of the patents, trademarks, trade names, copyrights, franchises, licenses and
rights, as the case may be, necessary for the conduct of its business, except
where the failure to have any such right would not reasonably be expected to
have a Material Adverse Effect.

SECTION 3.13. Pari Passu. All the payment obligations of the Borrower
to the Administrative Agent and the Lenders arising under or pursuant to this
Agreement will at all times rank at least pari passu with other unsecured and
unsubordinated payment obligations and liabilities, including, without
limitation, contingent obligations and liabilities, of the Borrower, other than
those which are mandatorily preferred by laws or regulations of general
application.

SECTION 3.14. Disclosure. The information delivered by or on behalf of
the Borrower to the Administrative Agent or any Lender in connection with the
arrangement of the credit facility established hereby or delivered pursuant
hereto (including the information set forth in any confidential information
memorandum delivered in connection with such arrangement), when taken as a
whole, did not, at the time of delivery, contain any material misstatement of
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
materially misleading; provided that with respect to projections and
other pro forma financial information included in such information, the Borrower
only represents that such information was based upon good faith estimates and
assumptions reasonably believed by the preparer thereof to be reasonable at the
time made, it being recognized by the Administrative Agent and the Lenders that
such financial information as it relates to future events is not to be viewed as
a fact and that actual results during the period or periods covered by such
financial information may differ from the projected results set forth therein by
a material amount.

ARTICLE IV

Conditions of Effectiveness and Lending

SECTION 4.01. Effective Date. This Agreement will become effective on
the date on which each of the following conditions is satisfied (or waived in
accordance with Section 8.02):

(a) The Administrative Agent shall have received all of the following, each
duly executed, in form and substance reasonably satisfactory to the
Administrative Agent and, to the extent reasonably requested by the
Administrative Agent, with sufficient number of copies to provide for each
Lender. All documents referred to in this Section 4.01 which are to be
certified, shall be certified by the Secretary or an Assistant Secretary of the
Borrower, unless another Person is specified herein.

(i) Executed Copies. Executed copies of this Agreement (which may
include telecopies of executed counterparts) from each party hereto.

(ii) Resolutions. A certificate, signed by the Secretary or Assistant
Secretary of the Borrower, certifying copies of resolutions of the Board of
Directors of the Borrower authorizing the execution and delivery of, and the
performance by the Borrower of its obligations under, this Agreement and the
other documents to be executed by the Borrower pursuant to this Agreement.

(iii) Consents, etc. A certificate, signed by the Secretary or
Assistant Secretary of the Borrower, certifying copies of documents evidencing
any necessary corporate action, consents and governmental approvals (if any)
necessary with respect to the Borrower153s execution and delivery of, and the
performance by the Borrower of its obligations under, this Agreement and the
other documents provided for in this Agreement or a certificate that no such
governmental consents or approvals are necessary or required.

(iv) Incumbency and Signatures. A certificate, signed by the Secretary
or Assistant Secretary of the Borrower, certifying that each Person who, as an
officer of the Borrower, executed on behalf of the Borrower this Agreement, the
Notes and the other documents provided for in this Agreement, was, at the time
of such execution, duly elected and appointed, qualified and acting as such
officer, and the signature of such Person appearing on each such document is the
genuine signature of such Person.

(v) Opinion of Counsel for the Borrower. The opinion of internal
counsel for the Borrower, addressed to the Administrative Agent and the Lenders,
and the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the
Borrower, addressed to the Administrative Agent and the Lenders, in each case in
form and substance reasonably satisfactory to the Administrative Agent.

(vi) Articles, By-Laws. A certificate signed by the Secretary or
Assistant Secretary of the Borrower certifying copies of the articles of
incorporation (which articles have been certified as of a recent date by the
Secretary of State of the State of Maryland) and by-laws of the Borrower.

(vii) Good Standing Certificate. A Good Standing Certificate for the
Borrower issued by the Secretary of State of the State of Maryland.

(viii) Financial Statements. The latest available audited financial
statements for the Borrower (as filed with its most recent report on Form 10-K
or equivalent report) and such pro forma financial information as shall have
been reasonably requested by the Administrative Agent.

(ix) Officer153s Certificate. A certificate, signed by a Responsible
Officer, as to the matters set forth in Section 4.03.

(x) Promissory Notes. Promissory notes executed by the Borrower in
favor of each of the Lenders, if any, which has requested a note at least one
(1) Business Day prior to the Effective Date pursuant to Section 2.09(e).

(xi) Other Documents. Such other documents as the Administrative Agent
or any Lender may reasonably request for purposes of the Patriot Act and/or
“know your client” requirements.

(b) The representations and warranties in Article III (other than Sections
3.04(b) and 3.05) shall be true and correct in all material respects on and as
of the Effective Date.

(d) The Administrative Agent shall have received evidence reasonably
satisfactory to it that all governmental and third party approvals necessary in
connection with the transactions contemplated by this Agreement have been
obtained and are in full force and effect.

(e) The Administrative Agent shall have received, to the extent invoiced
prior to the Effective Date, all reasonable and documented expenses required to
be paid by the Borrower to the Administrative Agent on the Effective Date.

(f) The Arrangers shall have received, to the extent invoiced prior to the
Effective Date and subject to the terms of the applicable Arranger Fee Letters,
all reasonable and documented fees and expenses required to be paid by the
Borrower to the Arrangers on the Effective Date.

SECTION 4.02. Availability Date. The obligations of the Lenders to
make Loans and of the LC Issuers to issue Facility LCs hereunder and Modify any
Facility LC shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 8.02):

(a) The Arrangers shall have been satisfied that (i) the Spin Off shall have
been consummated substantially as described in the Form F-1 and (ii) the
organizational structure of the Borrower after the Spin Off shall be as
consistent with the structure disclosed to the Lenders prior to the Effective
Date except to the extent of any variations that are not materially adverse to
the interests of the Lenders.

(b) The Administrative Agent shall have received evidence satisfactory to it
that the commitments under the credit facility evidenced by the Amended and
Restated Five-Year Competitive Advance and Revolving Credit Facility dated
December 4, 2006 among the Borrower, the lenders party thereto and JPMorgan
Chase Bank, N.A., as administrative agent, shall have been terminated and
cancelled and all indebtedness thereunder shall have been fully repaid (except
to the extent being so repaid with the initial Loans).

(c) The Index Debt shall have a rating of BBB- or higher from S&P and
Baa3 or higher from Moody153s and an outlook of stable or better from both S&P
and Moody153s.

(d) The Administrative Agent shall have received a certificate, in form and
substance reasonably satisfactory to the Administrative Agent, signed by the
Chief Financial Officer or Treasurer of the Borrower, certifying that, as of the
Availability Date and after giving effect (including effect on a pro forma
basis) to the Spin Off, (i) the Borrower and its Subsidiaries are Solvent on a
consolidated basis and (ii) the Borrower is in compliance with the financial
covenants set forth in Section 5.11, provided that, for purposes of such
calculations, Consolidated Total Indebtedness will be determined as of the
Availability Date (giving pro forma effect to any debt incurrence or debt
extinguishment to occur on such date) and Consolidated Net Income, Consolidated
EBIT, Consolidated EBITDA and Consolidated Net Interest Expense will be
calculated based on Borrower153s financial statements for the four-quarter period
ended March 31, 2012, giving pro forma effect to the Debt Tender and to all
Material Dispositions and Material Acquisitions to be completed as of June 30,
2012, with such calculations set forth in reasonable detail.

(e) The Administrative Agent shall have received a certificate, signed by a
Responsible Officer, as to the matters set forth in Section 4.03.

(f) The representations and warranties in Article III shall be true and
correct in all material respects on and as of the Availability Date.

(g) No Event of Default or Unmatured Event of Default shall have occurred and
be continuing as of the Availability Date.

(h) The Administrative Agent shall have received, to the extent invoiced and
subject to the terms of the Administrative Agent Fee Letter, all reasonable and
documented fees required to be paid by the Borrower to the Administrative Agent
on the Availability Date.

(i) The Arrangers shall have received, to the extent invoiced and subject to
the terms of the applicable Arranger Fee Letters, all reasonable and documented
fees required to be paid by the Borrower to the Arrangers on the Availability
Date.

SECTION 4.03. All Loans. The obligation of each Lender to make any
Loan and the obligation of each LC Issuer to issue any Facility LC and Modify
any Facility LC is subject to the following conditions precedent:

(a) No Unmatured Event of Default or Event of Default has occurred and is
continuing at the time of, and after giving effect to, such Loan or Facility LC,
as applicable.

(b) The warranties contained in Article III (other than the warranties
contained in Section 3.04(b) and 3.07) are true and correct in all material
respects (provided that any representation or warranty qualified by materiality
or material adverse change shall be true and correct in all respects) as of the
date of, and after giving effect to, such Loan with the same effect as though
made on the date of such Loan (after, in the case of Section 3.05, taking
account of any schedule or report theretofore delivered to the Lenders
supplementing the information set forth in Section 3.05, or in the Exhibits and
other documents referred to in Section 3.05; provided, however, that the
delivery of any such schedule or report after the Effective Date shall not
affect, diminish, cure or waive any Event of Default arising from any litigation
or proceeding referenced in such schedule or report).

It is understood that each request for such a Loan or Facility LC by the
Borrower shall be deemed to constitute a warranty by the Borrower that the
conditions precedent set forth in this Section 4.03 are and will be satisfied as
of the date of such request and as of the date of, and after giving effect to,
such Loan or Facility LC, as applicable.

ARTICLE V

Borrower153s Covenants

Until the expiration or termination of the Commitments and thereafter until
all Obligations of the Borrower hereunder are paid in full, the Borrower agrees
that, unless at any time the Required Lenders shall otherwise expressly consent
in writing, the Borrower will:

SECTION 5.01. Reports, Certificates and Other Information. Furnish to
the Administrative Agent (for further distribution to the Lenders, which
distribution shall be made promptly after the Administrative Agent153s receipt of
the applicable information):

(a) Audit Report. Within 100 days (or, if earlier, within 5 days after
the date required, if at all, to be filed with the Securities and Exchange
Commission, without giving effect to any extension for the filing thereof) after
each Fiscal Year, a copy of an unqualified audit report of the Borrower and the
Subsidiaries prepared on a consolidated basis and in conformity with GAAP
applied on a basis consistent with the audited consolidated financial statements
of the Borrower and the Subsidiaries as of July 2, 2011, duly certified by
independent certified public accountants of recognized standing selected by the
Borrower.

(b) Interim Reports. Within 45 days (or, if earlier, within 5 days
after the date required, if at all, to be filed with the Securities and Exchange
Commission, without giving effect to any extension for the filing thereof) after
each of the first three Fiscal Quarters of each Fiscal Year, a copy of unaudited
financial statements of the Borrower and the Subsidiaries prepared in the same
manner as the audit report referred to in paragraph (a) above, signed by a
Responsible Officer and consisting of at least a balance sheet as at the close
of such quarter and statements of earnings and source and application of funds
for such quarter and for the period from the beginning of such Fiscal Year to
the end of such Fiscal Quarter.

(c) Certificates. Contemporaneously with the furnishing of a copy of
each annual audit report provided for in paragraph (a) above and of each set of
quarterly statements provided for in paragraph (b) above, a certificate dated
the date of such annual report or quarterly statements and signed by a
Responsible Officer, (i) to the effect that no Event of Default or Unmatured
Event of Default has

occurred and is continuing, or if there is any such event, describing it and
the steps, if any being taken to cure it and (ii) setting forth in reasonable
detail the calculation, including identification of the Fiscal Quarter in which
each applicable item added to Consolidated EBIT pursuant to clause (a)(v) of the
definition thereof was incurred, for the period of four Fiscal Quarters ended on
the date of the balance sheet included in such annual report or quarterly
statements, of the financial covenants referred to in Section 5.11.

(d) Reports to SEC and to Shareholders. Copies of each material filing
and report made by the Borrower or any Subsidiary with or to any securities
exchange or the Securities and Exchange Commission, and of each communication
from the Borrower or any Subsidiary to shareholders generally, promptly upon the
filing or making thereof.

(e) Notice of Default, Litigation and ERISA Matters. Promptly upon
learning of the occurrence of any of the following, written notice thereof,
describing the same and the steps being taken by the Borrower or the Subsidiary
affected with respect thereto: (a) the occurrence of an Event of Default; (b)
the institution of, or any adverse determination in, any litigation, arbitration
proceeding or governmental proceeding which is material to the Borrower and the
Subsidiaries on a consolidated basis; (c) the occurrence of any material ERISA
Reportable Event or material ERISA Termination Event; or (d) the institution of
steps by any member of the ERISA Controlled Group to withdraw from, or the
institution of any steps to terminate, a material ERISA Plan under which any
member of the ERISA Controlled Group may have any liability.

(f) Other Information. From time to time such other information
concerning the Borrower and the Subsidiaries as any Lender or the Administrative
Agent may reasonably request.

Documents required to be delivered pursuant to Section 5.01(a), (b) or (d)
(to the extent any such documents are included in materials otherwise filed with
the Securities and Exchange Commission) may be delivered electronically and if
so delivered, shall be deemed to have been delivered on the date (i) on which
the Borrower posts such documents, or provides a link thereto on the Borrower153s
publicly available website on the Internet or (ii) on which such documents are
posted on the Borrower153s behalf on an Internet or intranet website, if any, to
which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative
Agent); provided that the Borrower shall notify the Administrative Agent
and each Lender (by facsimile or electronic mail) of the posting of any such
documents and provide to the Administrative Agent by electronic mail electronic
versions (i.e., soft copies) of such documents.

SECTION 5.02. Books, Records and Inspections. Maintain, and cause each
Subsidiary to maintain, complete and accurate books and records. Access by any
Lender or the Administrative Agent to the books and records of the Borrower and
of any Subsidiary and inspection of the properties and operations of the
Borrower and of any Subsidiary by any Lender or the Administrative Agent may be
made upon one Business Day153s prior notice by such Lender or the Administrative
Agent to the Borrower or such Subsidiary, as the case may be; provided
that, other than any such visits and inspections conducted during the
continuation of an Event of Default, only two such visits during any calendar
year by the Administrative Agent, on behalf of the Lenders, shall be at the
Borrower153s expense.

SECTION 5.03. Insurance. Maintain, and cause each Subsidiary to
maintain, such insurance as may be required by law and such other insurance, to
such extent and against such hazards and liabilities as is customarily
maintained by companies similarly situated.

SECTION 5.04. Taxes and Liabilities. Pay, and cause each Subsidiary to
pay, all material Taxes, assessments and other governmental charges imposed upon
it before any penalty accrues thereon, except as contested in good faith and by
appropriate proceedings.

SECTION 5.05. Liens. Not, and not permit any Subsidiary to, create or
permit to exist any Lien upon any of its property or assets, whether now owned
or hereafter acquired, except:

(a) Liens in favor of the Borrower or a Subsidiary;

(b) Liens consisting of a purchase money security interest (including, for
the avoidance of doubt, Liens arising in connection with capital leases for
acquired assets) not exceeding 100% of the fair market value of the asset
acquired as a result of the purchase money financing by which such Lien was
created or assumed, provided that (i) such Liens attach only to such
assets and do not apply to any other property or assets of the Borrower or any
Subsidiary, (ii) such Liens and the Indebtedness secured thereby are incurred
prior to or within one hundred eighty (180) days after such asset is acquired,
(iii) the Indebtedness secured thereby does not exceed the cost of acquiring
such assets and (iv) with respect to assets acquired by any Subsidiary, such
Liens secure Indebtedness permitted by Section 5.12(d);

(c) Liens existing on property at the time such property is acquired;
provided that (i) such Lien is not created in contemplation of or in
connection with such acquisition, (ii) such Lien shall not apply to any other
property or assets of the Borrower or any Subsidiary and (iii) such Lien shall
secure only those obligations which it secures on the date of such acquisition
and extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof, except increases by an amount equal to the
premium and other amounts paid, and fees and expenses incurred, in connection
with such refinancing;

(d) tax, materialmen153s, mechanic153s, carrier153s, repairmen153s, warehousemen153s
and judgment Liens, Liens arising by operation of law and other similar liens;

(e) Liens in favor of any state or local government or governmental agency in
connection with tax-exempt financings;

(f) utility easements, building restrictions and such other encumbrances or
charges against real property as are of a nature generally existing with respect
to properties of a similar character and which do not in any material way affect
the marketability of the same or interfere with the use thereof in the business
of the Borrower or the Subsidiaries;

(g) Liens for current Taxes not delinquent or for Taxes being contested in
good faith and by appropriate proceedings;

(h) other Liens arising in the ordinary course of business and not in
connection with the borrowing of money or the obtaining of advances or credit
and which do not in the aggregate materially detract from the value of its
property or materially impair the use thereof in the operation of its business;

(i) Liens arising out of pledges or deposits under worker153s compensation
laws, unemployment insurance, old age pensions, or other social security or
retirement benefits, or similar legislation;

(j) Liens on the assets or property of the Subsidiaries securing Indebtedness
permitted under Section 5.12(d); provided that (i) such Liens do not at
any time encumber any property other than the property financed by such
Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost
or fair market value, whichever is lower, of the property being acquired on the
date of acquisition;

(k) Liens not otherwise permitted by this Section 5.05 upon any property or
assets of the Borrower and its Subsidiaries in an aggregate principal amount at
any one time outstanding not to exceed 10% of Tangible Assets;

(l) deposits to secure the performance of bids, trade contracts and leases
(other than Indebtedness), statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

(m) easements, rights-of-way, restrictions and other similar encumbrances
affecting real property which, in the aggregate, are not substantial in amount,
and which do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the
business of the applicable Person;

(n) Liens in respect of goods consigned to the Borrower of any of its
Subsidiaries in the ordinary course of business; provided that such Liens
are limited to the goods so consigned; and

(o) banker153s liens and similar Liens (including set-off rights) incurred in
the ordinary course of business in respect of bank deposits not established for
the purpose of securing Indebtedness.

SECTION 5.06. [Intentionally Omitted].

SECTION 5.07. Mergers, Consolidations, Sales. Not, and not permit any
Subsidiary to, merge or consolidate with or into any Person or lease, sell or
otherwise dispose of all or substantially all of its assets to any other Person,
except that:

(a) any Subsidiary may merge or consolidate with or into, or lease or sell or
otherwise dispose of any or all of its property, assets or business to, the
Borrower or another Subsidiary;

(b) the Borrower or a Subsidiary may acquire another corporation by merger,
provided that the Borrower or a Subsidiary is the survivor of such merger
and the consummation thereof does not create or result in an Event of Default;

(c) the Borrower may consummate the Spin Off as described in the Form F-1,
with any variations that are not materially adverse to the interests of the
Lenders; and

(d) the Borrower or any Subsidiary may lease, sell or otherwise dispose of
assets in each Fiscal Year if the cumulative book value of such assets in any
Fiscal Year is less than 20% of the Borrower153s Total Assets at the beginning of
such Fiscal Year. The book value of each asset leased, sold or disposed of is
calculated as of the date of the relevant lease, sale or disposition.

SECTION 5.08. Employee Benefit Plans. Maintain, and cause each
Subsidiary to maintain, each ERISA Plan as to which it may have any liability in
compliance with all applicable requirements of law and regulations.

SECTION 5.09. Use of Proceeds. Not use or permit any proceeds of the
Loans to be used in any manner which would violate or cause any Lender to be in
violation of Regulations T, U or X of the Board. Not use or permit any proceeds
of the Loans to be used for any purpose other than for general corporate
purposes (which includes funding acquisitions by the Borrower or any of its
Subsidiaries).

SECTION 5.10. Other Agreements. Not enter into any agreement
containing any provision which would be violated or breached by the performance
of its obligations hereunder or under any instrument or document delivered or to
be delivered by it hereunder or in connection herewith.

SECTION 5.11. Financial Covenants.

(a) Interest Coverage Ratio. Maintain a ratio, determined as of the
end of each Fiscal Quarter ending after the date hereof, of (a) Consolidated
EBIT to (b) Consolidated Net Interest Expense, in each case for the period of
four (4) consecutive Fiscal Quarters ending with the end of such Fiscal Quarter,
all calculated for the Borrower and its Subsidiaries on a consolidated basis, of
not less than 2.00 to 1.00.

(b) Total Leverage Ratio. Maintain a ratio, determined as of the end
of each Fiscal Quarter ending after the date hereof, of (a) Consolidated Total
Indebtedness to (b) Consolidated EBITDA for the period of four (4) consecutive
Fiscal Quarters ending with the end of such Fiscal Quarter, all calculated for
the Borrower and its Subsidiaries on a consolidated basis, of not more than 3.50
to 1.00.

SECTION 5.12. Subsidiary Indebtedness. Permit any Subsidiary to
create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness under this Agreement and the other loan documents;

(b) Indebtedness outstanding on the date hereof and listed on Schedule 5.12
and any refinancings, refundings, renewals or extensions thereof;
provided that (i) the amount of such Indebtedness is not increased at the
time of such refinancing, refunding, renewal or extension except by an amount
equal to a premium or other amount paid, and fees and expenses incurred, in
connection with such refinancing and by an amount equal to any existing
commitments unutilized thereunder and (ii) the terms relating to principal
amount, amortization, maturity, collateral (if any) and subordination (if any),
and other material terms taken as a whole, of any such refinancing, refunding,
renewing or extending Indebtedness, and of any agreement entered into and of any
instrument issued in connection therewith, are no less favorable in any material
respect to the Borrower, the Subsidiaries or the Lenders than the terms of any
agreement or instrument governing the Indebtedness being refinanced, refunded,
renewed or extended;

(c) obligations (contingent or otherwise) of any Subsidiary existing or
arising under any Swap Contract, provided that (i) such obligations are
(or were) not entered into by such Person for purposes of speculation or taking
a “market view;” and (ii) such Swap Contract does not contain any provision
exonerating the non-defaulting party from its obligation to make payments on
outstanding transactions to the defaulting party;

(d) Indebtedness of any Person that becomes a Subsidiary after the date
hereof that is existing at the time such Person becomes a Subsidiary (other than
Indebtedness incurred solely in contemplation of such Person becoming a
Subsidiary) and any Indebtedness extending the maturity of, or refunding or
refinancing, such Indebtedness, in whole or in part; provided that the principal
amount of such Indebtedness shall not be increased above the principal amount
thereof outstanding immediately prior to such extension, refunding or
refinancing, and the direct and contingent obligors therefor shall not be
changed as a result of, or in connection with, such extension, refunding or
refinancing;

(e) Indebtedness, or guarantees thereof, with respect to surety bonds or
industrial revenue bonds (or other similar tax exempt or taxable municipal
obligations) and letters of credit and other similar arrangement arising in the
ordinary course of business;

(f) any Indebtedness, or guarantees thereof, owed by any Subsidiary to the
Borrower or any wholly-owned Subsidiary of the Borrower;

(g) Indebtedness in an amount not to exceed the amount specified in Section
5.05(b)(iii) and secured by Liens permitted by Section 5.05(b); and

(h) other Indebtedness (including, without limitation, in respect of capital
leases and purchase money obligations for fixed or capital assets) and
guarantees thereof not otherwise permitted under this Section 5.12;
provided that the aggregate amount of all such Indebtedness at any one
time outstanding shall not exceed 10% of Tangible Assets.

ARTICLE VI

Events of Default and Their Effect

SECTION 6.01. Events of Default. Each of the following shall
constitute an Event of Default under this Agreement:

(a) Non-Payment of Loans, etc. (i) A default in the payment when due
of any principal of any Loan or any Reimbursement Obligation or (ii) a default
in the payment when due of any interest on any Loan, fee, including, without
limitation, any LC Fee, or other amount payable hereunder and the continuance
thereof for five Business Days.

(b) Cross-Default. (i) the Borrower or any Subsidiary shall fail to
make any payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness, when and as the same shall become due and
payable, after giving effect to any applicable grace period or (ii) any event or
condition occurs that (A) results in any Material Indebtedness becoming due
prior to its scheduled maturity or (B) enables or permits (with or without the
giving of notice, the lapse of time or both) the holder or holders of any
Material Indebtedness or any trustee or agent on its or their behalf to cause
any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
provided that clause (b)(ii) shall not apply to secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or
assets securing such Indebtedness; provided, further that no Event
of Default under clause (b)(ii)(B) shall occur unless and until any notice has
been given, and/or the period of time has elapsed with respect to such Material
Indebtedness, so as to enable or permit such holder(s), trustee or agent to
cause such Material Indebtedness to become due or require such prepayment,
repurchase, redemption or defeasance.

(c) Bankruptcy, Insolvency, etc. The Borrower or any Subsidiary
becomes insolvent or is generally unable to pay, or admits in writing its
inability or refusal to pay, debts as they become due; or the Borrower or any
Subsidiary applies for, or consents in writing to, the appointment of, a
trustee, receiver or other custodian for the Borrower or any Subsidiary or any
property thereof, or makes a general assignment for the benefit of creditors; or
a trustee, receiver or other custodian is appointed for the Borrower or any
Subsidiary or for a substantial part of the property of any thereof and is not
discharged within 45 days; or any bankruptcy, reorganization, debt arrangement,
or other case or proceeding under any bankruptcy or insolvency law, or any
dissolution or liquidation proceeding is commenced in respect of the Borrower or
any Subsidiary and if such case or proceeding is not commenced by the Borrower
or such Subsidiary, it is consented to or acquiesced in by the Borrower or any
Subsidiary, or remains for 45 days undismissed; or the Borrower or any
Subsidiary takes any corporate action to authorize, or in furtherance of, any of
the foregoing.

(d) Non-Compliance with this Agreement. Failure by the Borrower to
comply with or to perform any provision of this Agreement applicable to the
Borrower (and not constituting an Event of Default under any other provision of
this Article VI) and continuance of such failure for 30 days after notice
thereof to the Borrower from the Administrative Agent, any Lender, the holder of
any Loan or any LC Issuer.

(e) Warranties. Any representation or warranty made by the Borrower
herein is false or misleading in any material respect, or any schedule,
certificate, financial statement, report, notice, or other writing furnished by
the Borrower to the Administrative Agent or Lender (including, without
limitation, any LC Issuer) is false or misleading in any material respect on the
date as of which the facts therein set forth are stated or certified or deemed
to be made.

(f) ERISA. (i) The incurrence of ERISA Unfunded Liabilities determined
in the most recent actuarial report received by the Borrower for all ERISA
Single Employer Plans, or (ii) the incurrence by the Borrower or any Subsidiary
of withdrawal liabilities, or (iii) the existence of an ERISA Termination Event
which imposes any material liability on the Borrower, any Subsidiary or any
other member of the ERISA Controlled Group, which, when taken together, would
reasonably be expected to have a Material Adverse Effect.

(g) Judgments. Final judgment for the payment of money shall be
rendered by a court against the Borrower or any Subsidiary and such judgment
shall not be discharged (or provision shall not be made for such discharge), a
stay of execution thereof shall not be procured, or such judgment shall not be
paid or bonded to the reasonable satisfaction of the Required Lenders within 30
days from the date of entry thereof and the Borrower or any Subsidiary, as the
case may be, shall not, within said period of 30 days or such longer period
during which the execution of the same shall have been stayed, appeal therefrom
and cause the execution thereof to be stayed during such appeal,
provided, however, that the amount of all such outstanding judgments
shall be in the aggregate at any one time equal to or greater than $75,000,000
(exclusive of judgment amounts fully covered by insurance where the insurer has
not denied liability in respect of such judgment).

(h) Change of Control. (i) Any person or group of persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended)
shall have acquired beneficial ownership (within the meaning of Rule 13d-3
promulgated by the Securities and Exchange Commission under said Act) of 50% or
more of the outstanding shares of common stock of the Borrower or (ii) on and
after the Availability Date and after giving effect to the Spin Off, Continuing
Directors no longer constitute a majority of the board of directors of the
Borrower.

SECTION 6.02. Effect of Event of Default. Subject to the last sentence
of this Section 6.02, if any Event of Default described in Section 6.01(c) shall
occur, the Commitments (if they have not theretofore terminated) shall
immediately terminate and all Loans and all other amounts payable hereunder
shall become immediately due and payable, all without notice of any kind; and in
the case of any other Event of Default, the Administrative Agent may (and upon
written request of the Required Lenders shall) declare the Commitments (if they
have not theretofore terminated) to be terminated and all Loans and all other
amounts payable hereunder to be immediately due and payable, whereupon the
Commitments (if they have not theretofore terminated) shall immediately
terminate and all Loans and all other amounts payable hereunder shall become
immediately due and payable, all without notice of any kind. The Administrative
Agent shall promptly advise the Borrower and each Lender of any such

declaration. Notwithstanding the foregoing, the effect as an Event of Default
of any event described in Section 6.01(a) or Section 6.01(c) may be waived by
the written consent of all the Lenders and the effect as an Event of Default of
any other event described in this Article VI may be waived by the written
consent of the Required Lenders.

ARTICLE VII

The Administrative Agent

Each of the Lenders and each of the LC Issuers hereby irrevocably appoints
Bank of America, N.A. as the Administrative Agent and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof,
together with such actions and powers as are reasonably incidental thereto. The
provisions of this Article VII are solely for the benefit of the Administrative
Agent, and the Borrower shall not have rights as a third party beneficiary of
any of such provisions. It is understood and agreed that the use of the term
“agent” herein or in any other loan documents (or any other similar term) with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead such term is used as a matter of market custom, and is
intended to create or reflect only an administrative relationship between
contracting parties.

The bank serving as Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender (if acting in the capacity of a Lender)
as any other Lender and may exercise the same as though it were not the
Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity, and
such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if it were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders.

The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein, and its duties hereunder shall be
administrative in nature. Without limiting the generality of the foregoing, (a)
the Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether an Event of Default has occurred and is
continuing, (b) the Administrative Agent shall have no duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 8.02), provided that the Administrative Agent shall
not be required to take any action that, in its opinion or the opinion of its
counsel, may expose the Administrative Agent to liability or that is contrary to
this Agreement or any other loan document or applicable law, including for the
avoidance of doubt any action that may be in violation of the automatic stay
under any Debtor Relief Law or that may effect a forfeiture, modification or
termination of property of a Defaulting Lender in violation of any Debtor Relief
Law, and (c) except as expressly set forth herein, the Administrative Agent
shall not have any duty to disclose, and the Administrative Agent shall not be
liable for the failure to disclose, any information relating to the Borrower or
any of the Subsidiaries that is communicated to or obtained by the bank serving
as the Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent of the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in
Section 8.02); (ii) at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances

as provided in Section 8.02); or (iii) in the absence of its own gross
negligence or willful misconduct as determined by a court of competent
jurisdiction by final and nonappealable judgment. The Administrative Agent shall
not be deemed to have knowledge of any Event of Default unless and until written
notice thereof is given to the Administrative Agent by the Borrower or a Lender,
and the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement, (ii) the contents of any certificate,
report or other document delivered hereunder or in connection herewith, (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere
herein (except insofar as a determination by the Administrative Agent is
required for such satisfaction), other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon. In determining compliance with any condition hereunder to the
making of a Loan that by its terms must be fulfilled to the satisfaction of a
Lender, the Administrative Agent may presume that such condition is satisfactory
to such Lender unless the Administrative Agent shall have received notice to the
contrary from such Lender prior to the making of such Loan. The Administrative
Agent may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its
rights and powers by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as the Administrative Agent. The Administrative
Agent shall not be responsible for the negligence or misconduct of any
sub-agents except to the extent that a court of competent jurisdiction
determines in a final and non appealable judgment that the Administrative Agent
acted with gross negligence or willful misconduct in the selection of such
sub-agents.

The Administrative Agent may resign at any time by notifying the Lenders, the
LC Issuers and the Borrower in writing. Upon any such resignation, the Required
Lenders shall have the right, in consultation with the Borrower (if no Event of
Default exists), to appoint a successor, which shall be a bank with an office in
the United States, or an Affiliate of any such bank with an office in the United
States. If no successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation (or such earlier day as
shall be agreed by the Required Lenders) (the “Resignation Effective
Date“), then the retiring Administrative Agent may (but shall not be
obligated to), on behalf of the Lenders, appoint a successor Administrative
Agent meeting the qualifications set forth above. Whether or not a successor has
been appointed, such resignation shall become effective in accordance with such
notice on the Resignation Effective Date.

If the Person serving as Administrative Agent is a Defaulting Lender pursuant
to clause (d) of the definition thereof, the Required Lenders may, to the
extent permitted by applicable law, by notice in writing to the Borrower and
such Person remove such Person as Administrative Agent and, in consultation with
the Borrower, appoint a successor. If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days (or such earlier day as shall be agreed by the Required Lenders)
(the “Removal Effective Date“), then such removal shall nonetheless
become effective in accordance with such notice on the Removal Effective Date.

With effect from the Resignation Effective Date or the Removal Effective Date
(as applicable) (i) the retiring or removed Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other loan
documents and (ii) except for any indemnity payments or other amounts then owed
to the retiring or removed Administrative Agent, all payments, communications
and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender directly, until such time, if
any, as the Required Lenders appoint a successor Administrative Agent as
provided for above. Upon the acceptance of its appointment as Administrative
Agent hereunder by a successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring (or
removed) Administrative Agent (other than any rights to indemnity payments or
other amounts owed to the retiring or removed Administrative Agent as of the
Resignation Effective Date or the Removal Effective Date, as applicable), and
the retiring or removed Administrative Agent shall be discharged from its duties
and obligations hereunder (if not already discharged therefrom as provided
above). The fees payable by the Borrower to a successor Administrative Agent
shall replace and be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After the
Administrative Agent153s resignation hereunder, the provisions of this Article and
Section 8.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.

Any resignation by Bank of America, N.A. as Administrative Agent pursuant to
this Article VI shall also constitute its resignation as an LC Issuer and a
Swingline Lender. If Bank of America, N.A. resigns as an LC Issuer, it shall
retain all the rights, powers, privileges and duties of an LC Issuer hereunder
with respect to all Facility LCs outstanding as of the effective date of its
resignation as an LC Issuer and all LC Obligations with respect thereto,
including the right to require the Lenders to make Loans or fund risk
participations pursuant to Section 2.22(e). If Bank of America, N.A. resigns as
a Swingline Lender, it shall retain all the rights of a Swingline Lender
provided for hereunder with respect to Swingline Loans made by it and
outstanding as of the effective date of such resignation, including the right to
require the Lenders to make Loans or fund risk participations in outstanding
Swingline Loans pursuant to Section 2.05(c). Upon the appointment by the
Borrower of a successor LC Issuer or Swingline Lender hereunder (which successor
shall in all cases be a Lender other than a Defaulting Lender), (a) such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring LC Issuer or Swingline Lender, as
applicable, (b) the retiring LC Issuer and Swingline Lender shall be discharged
from all of their respective duties and obligations hereunder or under the other
loan documents, and (c) the successor LC Issuer shall issue letters of credit in
substitution for the Facility LCs issued by the retiring LC Issuer, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America, N.A. to effectively assume the obligations of
Bank of America, N.A. with respect to such Facility LCs.

Each Lender acknowledges that it has, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any related agreement or any
document furnished hereunder or thereunder.

Each party to this Agreement acknowledges that neither the Syndication Agent
nor any of the Co-Documentation Agents or Co-Agents shall have any separate
duties, responsibilities, obligations or authority under this Agreement in such
capacity.

ARTICLE VIII

Miscellaneous

SECTION 8.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

(a) if to the Borrower, to it at Sara Lee Corporation, 3500 Lacey Road,
Downers Grove, IL 60515-5424, Attention of the Treasurer (Telecopy No. (630)
598-8567);

(b) if to the Administrative Agent, to Bank of America, N.A., 901 Main
Street, 14^th Floor, Dallas, Texas 75202-3712, Attention of Anthony
Kell (Telecopy No. (214) 290-9422);

(c) if to Bank of America, N.A. in its capacity as a Swingline Lender, to it
at 901 Main Street, 14^th Floor, Dallas, Texas 75202-3712, Attention
of Deanna Betik (Telecopy No. (214) 290-9414); with a copy to the Administrative
Agent as provided in paragraph (b); and

(d) if to any other Lender, including, without limitation, any LC Issuer or
Swingline Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and
other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

SECTION 8.02. Waivers; Amendments. (a) No delay by the Administrative
Agent or any Lender in exercising any right or power hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Administrative Agent and
the Lenders hereunder are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by the Borrower therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan or the issuance of a Facility LC shall not
be construed as a waiver of any Event of Default, regardless of whether the
Administrative Agent or any Lender, including, without limitation, any LC
Issuer, may have had notice or knowledge of such Event of Default at the time.

(b) Neither this Agreement nor any provision hereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into
by the Borrower and the Required Lenders or by the Borrower and the
Administrative Agent with the consent of the Required Lenders; provided
that the consent of all affected Lenders will be required with respect to (i)
reductions in the unpaid principal amount or extensions of the scheduled date
for the payment of principal of any Loan or Reimbursement Obligation, (ii)
reductions in interest rates or fees or extensions of the dates for payment
thereof, (iii) increases in the amounts or extensions of the expiry date of the
Lenders153 Commitments, including any commitment to issue Facility LCs
(provided, however, that an increase in the aggregate amount of
the Commitments pursuant to Section 2.24 shall be governed by the requirements
of such Section and not the consent requirements of this Section;
provided, further, that any amendment or modification of Section
2.24 shall require the consent of all of the Lenders), and the consent of 100%
of the Lenders will be required with respect to (x) changes to Section 2.13(b)
or (c) that would alter the pro rata sharing of payments required thereby or to
the last sentence of Section 2.08(c) which would alter the pro rata reduction of
Commitments thereby, or (y) changes to any of the provisions of this Section or
the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder;
provided further that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent, any Swingline Lender or
any LC Issuer hereunder without the prior written consent of the Administrative
Agent, such Swingline Lender or such LC Issuer, as the case may be.
Notwithstanding the foregoing, any provision of this Agreement may be amended by
an agreement in writing entered into by the Borrower, the Required Lenders and
the Administrative Agent if (i) by the terms of such agreement the Commitment of
each Lender not consenting to the amendment provided for therein shall terminate
upon the effectiveness of such amendment and (ii) at the time such amendment
becomes effective, each Lender not consenting thereto receives payment in full
of the principal of and interest accrued on each Loan made by it and all other
amounts owing to it or accrued for its account under this Agreement, including,
without limitation, amounts owing in connection with Facility LCs issued by such
Lender or in which such Lender has participated. Notwithstanding anything to the
contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder (and any amendment, waiver
or consent which by its terms requires the consent of all Lenders or each
affected Lender may be effected with the consent of the applicable Lenders other
than Defaulting Lenders), except that (x) the Commitment of any Defaulting
Lender may not be increased or extended without the consent of such Lender and
(y) any waiver, amendment or modification requiring the consent of all Lenders
or each affected Lender that by its terms affects any Defaulting Lender
disproportionately adversely relative to other affected Lenders shall require
the consent of such Defaulting Lender.

SECTION 8.03. Expenses; Indemnity; Damage Waiver.

(a) Subject to the terms of the Administrative Agent Fee Letter and the
Arranger Fee Letters, the Borrower shall pay (i) all reasonable and documented
out-of-pocket expenses incurred by the Administrative Agent, the Syndication
Agent, the Arrangers and their Affiliates associated with the arrangement,
syndication and administration of the credit facilities provided for herein and
the preparation, execution, delivery and administration of the credit
documentation and any amendment, modification or waiver with respect thereto,
including the reasonable fees, charges and disbursements of one primary legal
counsel for the Administrative Agent and one local counsel in each relevant
jurisdiction for the Administrative Agent (whether or not the transactions
contemplated hereby or thereby shall be consummated) and (ii) all reasonable and
documented out-of-pocket expenses incurred by the Administrative Agent, the
Syndication Agent or any Lender, including the fees, charges and disbursements
of one primary legal counsel for the Administrative Agent and one local counsel
in each relevant jurisdiction for the Administrative Agent and one additional
counsel for all Lenders other than the Administrative Agent and additional
counsel in light of actual or potential conflicts of interest or the
availability of different claims or defenses, in connection with the enforcement
or protection of its rights in connection with this Agreement or in connection
with the Loans made hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans.

(b) The Borrower shall indemnify the Administrative Agent, the Syndication
Agent and each Lender, and each Related Party of any of the foregoing Persons
(each such Person being called an “Indemnitee“) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities,
costs and expenses incurred by or asserted against any Indemnitee arising out
of, in connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the transactions contemplated hereby, (ii) any Loan or the use of the
proceeds therefrom, or (iii) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available (a) to the extent that such losses, claims, damages,
liabilities, costs or related expenses resulted from the gross negligence or
willful misconduct of such Indemnitee or from the Indemnitee153s material breach
of its obligations under this Agreement pursuant to a claim initiated by the
Borrower, in each case as determined by a court of competent jurisdiction by
final and nonappealable judgment or (b) for any special, indirect, consequential
or punitive damages (as opposed to direct or indirect damages), except with
respect to any such damages incurred or paid by an Indemnitee to a third party
to the extent required to be indemnified by the Borrower pursuant to this
Section 8.03(b).

(c) To the extent that the Borrower fails to pay any amount required to be
paid by it to the Administrative Agent, the Syndication Agent, any Swingline
Lender or any LC Issuer under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent, the Syndication Agent, such
Swingline Lender or such LC Issuer, as the case may be, such Lender153s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent, the Syndication Agent, such Swingline Lender or such LC
Issuer in its capacity as such.

(d) All amounts due under this Section shall be payable promptly upon
presentation of a written statement setting forth in reasonable detail such
request for reimbursement.

(e) To the fullest extent permitted by applicable law, no party hereto shall
assert, and each party hereto hereby waives, and acknowledges that no party
hereto shall have, or make, any claim against any other party hereto, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement, any other loan document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or thereby,
any Loan or Facility LC or the use of the proceeds thereof (except with respect
to any such damages incurred or paid by an Indemnitee to a third party to the
extent required to be indemnified by the Borrower pursuant to Section 8.03(b)).
No Indemnitee referred to in clause (b) above shall be liable for any damages
arising from the use by unintended recipients of any information or other
materials distributed to such unintended recipients by such Indemnitee through
telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other loan documents or the transactions
contemplated hereby or thereby other than for direct or actual damages resulting
from the gross negligence or willful misconduct of such Indemnitee as determined
by a final and nonappealable judgment of a court of competent jurisdiction.

SECTION 8.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

(b) Any Lender may assign and sell to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans and Reimbursement Obligations at the time owing
to it), and all assignments will be by novation; provided that (i) except
in the case of an assignment to a Lender or an Affiliate of a Lender, each of
the Borrower and the Administrative Agent must give their prior written consent
to such assignment (which consent shall not be unreasonably withheld) (provided
that the Borrower shall be deemed to have consented to any such assignment
unless it shall object thereto by written notice to the Administrative Agent
within ten (10) Business Days after having received notice thereof), (ii) except
in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender153s Commitment,
the amount of the Commitment of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent) shall not be less
than $5,000,000 unless each of the Borrower and the Administrative Agent
otherwise consent, (iii) each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender153s rights and obligations
under this Agreement, (iv) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, together with
a processing and recordation fee of $4,000, and (v) the assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and provided further that any consent of the Borrower
otherwise required under this paragraph shall not be required if an Event of
Default under clause (c) of Section 6.01 has occurred and is continuing. Subject
to acceptance and recording thereof pursuant to paragraph (d) of this Section,
from and after the effective date specified in each Assignment and Acceptance
the assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights and
obligations (including, without limitation, the obligation to timely deliver the
documentation described in Section 2.20(f)) of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender153s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Section 2.14, 2.18, 2.20 and 8.03 incurred during the time period
for which such party was Lender hereunder). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.

(c) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices a copy of each Assignment and
Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitment of, and principal amount of and
interest on the Loans owing to, each Lender pursuant to the terms hereof from
time to time (the “Register“). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders shall
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice. The Administrative Agent, when applicable, shall also
record in the Register the amount of Reimbursement Obligations owing to such
Lender.

(d) Upon its receipt of a duly completed Assignment and Acceptance executed
by an assigning Lender and an assignee, the assignee153s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Acceptance
and record the information contained therein in the Register. No assignment
shall be effective for purposes of this Agreement unless it has been recorded in
the Register as provided in this paragraph.

(e) Any Lender may, without the consent of the Borrower, the Administrative
Agent or any Swingline Lender, sell participations to one or more banks or other
entities (a “Participant“) in all or a portion of such Lender153s rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans and Reimbursement Obligations owing to it);
provided that (i) such Lender153s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the Borrower,
the Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender153s rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 8.02(b) that affects such Participant.
Subject to paragraph (f) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Section 2.14, 2.18 and 2.20
during the time period for which such party is a Participant to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section, provided that no Participant shall be entitled to
any payment under Section 2.20 in respect of Taxes attributable to such
Participant153s failure to deliver the documentation described in Section 2.20(f).
Each Lender that sells a participation shall, acting solely for this purpose as
an agent of the Borrower, maintain a register on which it enters the name and
address of each Participant and the principal amounts (and stated interest) of
each Participant153s interest in the Commitments, Loans, Reimbursement Obligations
or other obligations under this Agreement (the “Participant Register“);
provided that no Lender shall have any obligation to disclose all or any
portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant153s interest in any Commitments,
Loans or its other obligations under this Agreement) to any Person except to the
extent that such disclosure is necessary to establish that such Commitment,
Loan, Reimbursement Obligation or other obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations. The entries in
the Participant Register shall be conclusive absent manifest error, and such
Lender shall treat each Person whose name is recorded in the Participant
Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. For the avoidance of doubt, the
Administrative Agent (in its capacity as Administrative Agent) shall have no
responsibility for maintaining a Participant Register.

(f) A Participant shall not be entitled to receive any greater payment under
Section 2.14 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant. No Participant shall have
the right of setoff provided in Section 8.08 in respect of its participation.

(g) The Borrower authorizes each Lender to disclose to any Lender,
Participant, any prospective Participant or any prospective assignee referred to
in paragraph (b) above (i) which is a commercial bank or an insurance company,
or a savings and loan association or company, any and all financial and other
information in such Lender153s possession from time to time; and (ii) which is not
a commercial bank or an insurance company or a savings and loan association or
company, including, without limitation, to any direct, indirect, actual or
prospective counterparty (and its advisor) to any swap,

derivative, or securitization transaction related to the obligations under
this Agreement, (A) any and all public financial information and other public
information in such Lender153s possession from time to time; and (B) after receipt
of the written consent of the Borrower and receipt of a confidentiality
agreement in form and substance satisfactory to the Borrower and the
Administrative Agent, executed by the person to receive such information, all
other financial and other information in such Lender153s possession from time to
time which does not constitute public financial information and other public
information, as the case may be, concerning the Borrower and the Subsidiaries
which has been delivered to such Lender by the Borrower or the Administrative
Agent, or otherwise obtained by such Lender or the Administrative Agent,
pursuant to this Agreement or which has been delivered to such Lender by the
Borrower or the Administrative Agent in connection with such Lender153s credit
evaluation of the Borrower prior to entering into this Agreement or any swap,
derivative, or securitization transaction related to the obligations under this
Agreement. As used in this paragraph, “public financial information and other
public information” means all financial or other information regarding the
Borrower and the Subsidiaries, other than that which the Borrower designates in
writing as being confidential at the time such information is delivered to any
Lender or the Administrative Agent and is not generally available to the public
at such time; provided, however, such information shall: (i) cease
to be confidential when it becomes generally available to the public other than
as a result of a disclosure by such Lender153s or the Administrative Agent153s
representatives; or (ii) cease to be confidential when it becomes available to
such Lender or the Administrative Agent on a non-confidential basis from a
source other than the Borrower or one of the Borrower153s agents; or (iii) be
deemed not to be confidential if such information was known to such Lender or
the Administrative Agent on a non-confidential basis prior to the disclosure of
such information to such Lender or the Administrative Agent by the Borrower or
an agent of the Borrower; or (iv) cease to be confidential when required to be
disclosed by law (including statute, rule, regulation or judicial process),
including, without limitation, to bank examiners and auditors and appropriate
government examining authorities; provided further that the
Administrative Agent and any Lender may disclose such information (i) to its
Affiliates and to its Related Parties (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (ii) to the
extent required or requested by any regulatory authority purporting to have
jurisdiction over such Person or its Related Parties (including any
self-regulatory authority, such as the National Association of Insurance
Commissioners), (iii) in connection with the exercise of any remedies hereunder
or any action or proceeding relating to this Agreement or any other loan
document or the enforcement of rights hereunder or thereunder or (iv) on a
confidential basis (x) to any rating agency in connection with rating the
Borrower or its Subsidiaries or the credit facilities provided hereunder or (y)
with respect to this Agreement only, to the CUSIP Service Bureau or any similar
agency in connection with the issuance and monitoring of CUSIP numbers or other
market identifiers with respect to the credit facilities provided hereunder.

(h) Any Lender may at any time pledge or assign a security interest in all or
any portion of its rights under this Agreement to secure obligations of such
Lender to a Federal Reserve Bank, and this Section shall not apply to any such
pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

(i) Notwithstanding anything to the contrary contained herein, if at any time
any LC Issuer or Swingline Lender assigns all of its Commitment and Loans
pursuant to subsection (b) above, such Lender may, (i) upon 30 days153 notice to
the Borrower and the Lenders, resign as an LC Issuer and/or (ii) upon 30 days153
notice to the Borrower, resign as a Swingline Lender. In the event of any such
resignation as an LC Issuer or a Swingline Lender, the Borrower shall be
entitled to appoint from among the Lenders a successor LC Issuer or Swingline
Lender hereunder; provided, however, that no failure by the
Borrower to appoint any such successor shall affect the resignation of such
Lender as an LC Issuer or a Swingline Lender, as the case may be. If any Lender
resigns as an LC Issuer, it shall retain all the

rights, powers, privileges and duties of an LC Issuer hereunder with respect
to all Facility LCs outstanding as of the effective date of its resignation as
an LC Issuer and all LC Obligations with respect thereto (including the right to
require the Lenders to make Loans or fund risk participations pursuant to
Section 2.22(e)). If any Lender resigns as a Swingline Lender, it shall retain
all the rights of a Swingline Lender provided for hereunder with respect to
Swingline Loans made by it and outstanding as of the effective date of such
resignation, including the right to require the Lenders to make Loans or fund
risk participations in outstanding Swingline Loans pursuant to Section 2.05(c).
Upon the appointment of a successor LC Issuer and/or Swingline Lender, (a) such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring LC Issuer or Swingline Lender, as the case
may be, and (b) the successor LC Issuer shall issue letters of credit in
substitution for the Facility LCs issued by such resigning LC Issuer, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to the resigning LC Issuer to effectively assume the obligations of
such Lender with respect to such Facility LCs.

(j) No assignment permitted by this Section 8.04 shall be made (i) to the
Borrower or any of the Borrower153s Affiliates or Subsidiaries, (ii) to any
Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a
Lender hereunder, would constitute any of the foregoing Persons described in
this clause (ii), or (iii) to a natural Person.

SECTION 8.05. Survival. All representations and warranties made by the
Borrower herein shall survive the execution and delivery of this Agreement, the
making of any Loans and the issuance of any Facility LC, regardless of any
investigation made by any party hereto or on its behalf and notwithstanding that
the Administrative Agent or any Lender may have had notice or knowledge of any
incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as any Facility
LC is outstanding and as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement is outstanding
and unpaid and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.14, 2.18, 2.20 and 8.03 and Article VII shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the Reimbursement
Obligations, and the Commitments or the termination of this Agreement or any
provision hereof.

SECTION 8.06. Counterparts; Integration; Signature Pages. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Delivery
of an executed counterpart of a signature page of this Agreement by telecopy or
other electronic transmission (e.g., “pdf” or “tif”) shall be effective as
delivery of a manually executed counterpart of this Agreement.

SECTION 8.07. Severability. Whenever possible, each provision of this
Agreement, each Note and each Facility LC shall be interpreted in such manner as
to be effective and valid under such applicable law, however, any provision of
this Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.

SECTION 8.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any and all of the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender. The rights of each Lender
under this Section are in addition to other rights and remedies which such
Lender may have.

SECTION 8.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

(b) The Borrower hereby irrevocably and unconditionally submits, for itself
and its property, to the exclusive jurisdiction of the Supreme Court of the
State of New York sitting in New York County and of the United States District
Court of the Southern District of New York sitting in the Borough of Manhattan,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or any loan document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement or any other loan document shall
affect any right that the Administrative Agent or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement or any other loan
document against the Borrower or its properties in the courts of any
jurisdiction.

(c) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 8.01. Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.

SECTION 8.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SECTION 8.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

SECTION 8.12. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate or fee rate applicable
to any Loan or Facility LC, together with all fees, charges and other amounts
which are treated as interest on such Loan or Facility LC under applicable law
(collectively the “Charges“), shall exceed the maximum lawful rate (the
“Maximum Rate“) which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan or Facility LC in accordance with
applicable law, the rate of interest or fee rate payable in respect of such Loan
or Facility LC hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate.

SECTION 8.13. Confirmations. The Borrower and each Lender agree from
time to time, upon written request received by it from the other, to confirm to
the other in writing (with a copy of each such confirmation to the
Administrative Agent) the aggregate unpaid principal amount of the Loans of such
Lender. The Borrower and each LC Issuer agree from time to time, upon written
request received by it from the other, to confirm to the other in writing (with
a copy of each such confirmation to the Administrative Agent) the stated amounts
of Facility LCs issued by such LC Issuer and the amount of any Reimbursement
Obligation related thereto.

SECTION 8.14. Action of Required Lenders. As to any provision of this
Agreement under which action may be taken or approval, consent or waiver may be
given by the Required Lenders, the action taken or approval, consent or waiver
given by the Required Lenders shall be binding upon all of the Lenders to the
same extent and with the same effect as if each Lender had joined therein.

SECTION 8.15. No Advisory or Fiduciary Responsibility. In connection
with all aspects of each transaction contemplated hereby (including in
connection with any amendment, waiver or other modification hereof or of any
other loan document), the Borrower acknowledges and agrees that: (i) (A) the
arranging and other services regarding this Agreement provided by the Lenders
are arm153s-length commercial transactions between the Borrower and its
Affiliates, on the one hand, and the Lenders and their Affiliates, on the other
hand, (B) the Borrower has consulted its own legal, accounting, regulatory and
tax advisors to the extent it has deemed appropriate, and (C) the Borrower is
capable of evaluating, and understands and accepts, the terms, risks and
conditions of the transactions contemplated hereby and by the other loan
documents; (ii) (A) each of the Lenders and their Affiliates is and has been
acting solely as a principal and, except as expressly agreed in writing by the
relevant parties, has not been, is not, and will not be acting as an advisor,
agent or fiduciary for the Borrower or any of its Affiliates, or any other
Person and (B) no Lender or any of its Affiliates has any obligation to the
Borrower or any of its Affiliates with respect to the transactions contemplated
hereby except, in the case of a Lender, those obligations expressly set forth
herein and in the other loan documents; and (iii) each of the Lenders and their
respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Borrower and its Affiliates, and
no Lender or any of its Affiliates has any obligation to disclose any of such
interests to the Borrower or its Affiliates. To the fullest extent permitted by
law, the Borrower hereby waives and releases any claims that it may have against
each of the Lenders and their Affiliates with respect to any breach or alleged
breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.

ARTICLE IX

USA PATRIOT Act Notification

The following notification is provided to the Borrower pursuant to Section
326 of the USA PATRIOT Act of 2001, 31 U.S.C. Section 5318 (the “Patriot
Act“):

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the
government of the United States of America fight the funding of terrorism and
money laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each Person that opens an
account, including any deposit account, treasury management account, loan, other
extension of credit, or other financial services product. Accordingly, when the
Borrower opens an account, the Administrative Agent and the Lenders will ask for
the Borrower153s name, tax identification number, business address, and other
information that will allow the Administrative Agent and the Lenders to identify
the Borrower. The Administrative Agent and the Lenders may also ask to see the
Borrower153s legal organizational documents or other identifying documents.

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


SARA LEE CORPORATION, as the Borrower

By:		/s/ Mitch Marcus
Name:		Mitch Marcus
Title:		Treasurer

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