{"id":41027,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/five-year-revolving-credit-facility-agreement-sara-lee-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"five-year-revolving-credit-facility-agreement-sara-lee-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/five-year-revolving-credit-facility-agreement-sara-lee-corp.html","title":{"rendered":"Five-Year Revolving Credit Facility Agreement – Sara Lee Corp."},"content":{"rendered":"

FIVE-YEAR REVOLVING CREDIT FACILITY AGREEMENT<\/p>\n

dated as of<\/p>\n

May 24, 2012<\/p>\n

among<\/p>\n

SARA LEE CORPORATION,<\/p>\n

The Lenders Party Hereto,<\/p>\n

BANK OF AMERICA, N.A.,<\/p>\n

as Administrative Agent,<\/p>\n

JPMORGAN CHASE BANK, N.A.,<\/p>\n

as Syndication Agent,<\/p>\n

WELLS FARGO BANK, NATIONAL ASSOCIATION<\/p>\n

and<\/p>\n

U.S. BANK NATIONAL ASSOCIATION,<\/p>\n

as Co-Documentation Agents<\/p>\n

and<\/p>\n

GOLDMAN SACHS BANK USA, LLOYDS SECURITIES INC., MORGAN STANLEY
\nBANK, N.A.,<\/p>\n

CO PERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.,
\n“RABOBANK<\/p>\n

NEDERLAND”, NEW YORK BRANCH, RBS CITIZENS, N.A.,<\/p>\n

ROYAL BANK OF CANADA and THE BANK OF TOKYO-MITSUBISHI UFJ,
\nLTD.,<\/p>\n

as Co-Agents<\/p>\n

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,<\/p>\n

J.P. MORGAN SECURITIES LLC, U.S. BANK, NATIONAL ASSOCIATION
\nAND<\/p>\n

WELLS FARGO SECURITIES, LLC<\/p>\n

AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS<\/p>\n

\n

TABLE OF CONTENTS<\/u><\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

ARTICLE I<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Definitions<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 1.01. Defined Terms<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 1.02. Classification of Loans and Borrowings<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 1.03. Terms Generally<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 1.04. Accounting Terms; GAAP<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE II<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

The Credits<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 2.01. Commitments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.02. Loans and Borrowings<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.03. Requests for Revolving Borrowings<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.04. [Intentionally Omitted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.05. Swingline Loans<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.06. Funding of Borrowings<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

18<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.07. Interest Elections<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.08. Termination and Reduction of Commitments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.09. Repayment of Borrowings; Evidence of Debt<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.10. Prepayment of Loans<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.11. Fees<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.12. Interest<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

22<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.13. Payments Generally; Pro Rata Treatment; Sharing of Set-offs\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.14. Increased Costs<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

24<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.15. Basis for Determining Interest Rate for Eurodollar Loans If
\nInadequate or Unfair<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.16. Illegality<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

26<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.17. Substitution of Lenders<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

26<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.18. Funding Indemnification<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

26<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.19. [Intentionally Omitted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

26<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.20. Taxes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

26<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.21. [Intentionally Omitted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.22. Facility LCs<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.23. [Intentionally Omitted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.24. Increases of Commitments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.25. Defaulting Lenders<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE III<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Representations and Warranties<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 3.01. Organization, etc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.02. Authorization; No Conflict<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.03. Validity and Binding Nature<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.04. Financial Statements<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

i<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 3.05. Litigation and Contingent Liabilities<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.06. Liens<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.07. Subsidiaries<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.08. ERISA<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.09. Investment Company Act<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.10. [Intentionally Omitted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.11. Regulation U<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.12. Copyrights, Patents and Trademarks<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.13. Pari Passu<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.14. Disclosure<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE IV<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Conditions of Effectiveness and Lending<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 4.01. Effective Date<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 4.02. Availability Date<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 4.03. All Loans<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE V<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Borrower153s Covenants<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.01. Reports, Certificates and Other Information<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

47<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.02. Books, Records and Inspections<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

48<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.03. Insurance<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

48<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.04. Taxes and Liabilities<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

49<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.05. Liens<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

49<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.06. [Intentionally Omitted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.07. Mergers, Consolidations, Sales<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.08. Employee Benefit Plans<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.09. Use of Proceeds<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.10. Other Agreements<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

51<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.11. Financial Covenants<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

51<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.12. Subsidiary Indebtedness<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

51<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE VI<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Events of Default and Their Effect<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.01. Events of Default<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

52<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.02. Effect of Event of Default<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE VII<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

The Administrative Agent<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE VIII<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Miscellaneous<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ii<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 8.01. Notices<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.02. Waivers; Amendments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.03. Expenses; Indemnity; Damage Waiver<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

58<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.04. Successors and Assigns<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

60<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.05. Survival<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

63<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.06. Counterparts; Integration; Signature Pages<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

63<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.07. Severability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

63<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.08. Right of Setoff<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.09. Governing Law; Jurisdiction; Consent to Service of Process<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.10. WAIVER OF JURY TRIAL<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.11. Headings<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.12. Interest Rate Limitation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.13. Confirmations<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.14. Action of Required Lenders<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

65<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.15. No Advisory or Fiduciary Responsibility<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

65<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE IX<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

USA PATRIOT Act Notification<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iii<\/p>\n

\n

ANNEXES<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

ANNEX A<\/p>\n<\/td>\n

<\/td>\n\n

Pricing Grid<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

SCHEDULES<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

SCHEDULE 2.01.<\/p>\n<\/td>\n

<\/td>\n\n

Commitments<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

SCHEDULE 2.22.<\/p>\n<\/td>\n

<\/td>\n\n

Existing Facility LCs<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

SCHEDULE 3.05.<\/p>\n<\/td>\n

<\/td>\n\n

Litigation<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

SCHEDULE 3.06.<\/p>\n<\/td>\n

<\/td>\n\n

Liens<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

SCHEDULE 3.07.<\/p>\n<\/td>\n

<\/td>\n\n

Subsidiaries<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

SCHEDULE 5.12.<\/p>\n<\/td>\n

<\/td>\n\n

Subsidiary Indebtedness<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

EXHIBITS<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT A<\/p>\n<\/td>\n

<\/td>\n\n

Form of Assignment and Acceptance<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT B-1<\/p>\n<\/td>\n

<\/td>\n\n

[Intentionally Omitted]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT B-2<\/p>\n<\/td>\n

<\/td>\n\n

[Intentionally Omitted]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT C<\/p>\n<\/td>\n

<\/td>\n\n

Form of Interest Election Request<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT D<\/p>\n<\/td>\n

<\/td>\n\n

Form of Note<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT E<\/p>\n<\/td>\n

<\/td>\n\n

Form of Commitment and Acceptance<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT F-1<\/p>\n<\/td>\n

<\/td>\n\n

Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT F-2<\/p>\n<\/td>\n

<\/td>\n\n

Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT F-3<\/p>\n<\/td>\n

<\/td>\n\n

Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT F-4<\/p>\n<\/td>\n

<\/td>\n\n

Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iv<\/p>\n

\n

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

The parties hereto agree as follows:<\/p>\n

ARTICLE I<\/p>\n

Definitions <\/u><\/p>\n

SECTION 1.01. Defined Terms<\/u>. As used in this Agreement, the following
\nterms have the meanings specified below:<\/p>\n

“ABR<\/u>“, when used in reference to any Loan or Borrowing (other than one
\nevidenced by a Facility LC), refers to whether such Loan, or the Loans
\ncomprising such Borrowing, are bearing interest at a rate determined by
\nreference to the Alternate Base Rate.<\/p>\n

“Administrative Agent<\/u>” means Bank of America, N.A. in its capacity as
\nadministrative agent for the Lenders hereunder and any successor administrative
\nagent appointed pursuant to Article VII hereunder.<\/p>\n

“Administrative Agent Fee Letter<\/u>” is defined in Section 2.11(b).<\/p>\n

“Administrative Questionnaire<\/u>” means an Administrative Questionnaire
\nin a form supplied by the Administrative Agent.<\/p>\n

“Affiliate<\/u>” means, with respect to a specified Person, another Person
\nthat directly, or indirectly through one or more intermediaries, Controls or is
\nControlled by or is under common Control with the Person specified.<\/p>\n

“Alternate Base Rate<\/u>” means, for any day, a fluctuating rate per annum
\nequal to the highest of (a) the Federal Funds Rate plus 1\/2 of 1%, (b) the Prime
\nRate in effect for such day and (c) the LIBO Rate for a term of one month
\ncommencing that day plus 1.00%.<\/p>\n

“Applicable Percentage<\/u>” means, with respect to any Lender, the
\npercentage of the total Commitments represented by such Lender153s Commitment,
\nsubject to adjustment as provided in Section 2.24. If the Commitments have
\nterminated or expired, the Applicable Percentages shall be determined based upon
\nthe Commitments most recently in effect, giving effect to any assignments.<\/p>\n

“Arranger Fee Letters<\/u>” is defined in Section 2.11(c).<\/p>\n

“Arrangers<\/u>” means Merrill Lynch, Pierce, Fenner & Smith
\nIncorporated, J.P. Morgan Securities LLC, U.S. Bank National Association and
\nWells Fargo Securities, LLC, each in its capacity as a joint lead arranger and
\njoint bookrunner for the credit facility evidenced by this Agreement.<\/p>\n

1<\/p>\n

\n

“Assignment and Acceptance<\/u>” means an assignment and acceptance entered
\ninto by a Lender and an assignee (with the consent of any party whose consent is
\nrequired by Section 8.04), and accepted by the Administrative Agent, in the form
\nof Exhibit A or any other form approved by the Administrative Agent.<\/p>\n

“Attributable Indebtedness<\/u>” means, on any date, in respect of any
\ncapital lease of any Person, the capitalized amount thereof that would appear on
\na balance sheet of such Person prepared as of such date in accordance with GAAP.\n<\/p>\n

“Availability Date<\/u>” means the date on which the conditions specified
\nin Section 4.02 are satisfied (or waived in accordance with Section 8.02).<\/p>\n

“Availability Period<\/u>” means the period from and including the
\nAvailability Date to but excluding the earlier of (i) the Termination Date and
\n(ii) the date of termination of the Commitments.<\/p>\n

“Board<\/u>” means the Board of Governors of the Federal Reserve System of
\nthe United States of America.<\/p>\n

“Borrower<\/u>” means Sara Lee Corporation, a Maryland corporation.<\/p>\n

“Borrowing<\/u>” means (a) Revolving Loans of the same Type, made,
\nconverted or continued on the same date and, in the case of Eurodollar Loans, as
\nto which a single Interest Period is in effect, (b) a Swingline Loan, or (c) the
\nissuance of a Facility LC.<\/p>\n

“Borrowing Minimum<\/u>” means, in the case of any Borrowing (other than a
\nBorrowing related to a Facility LC), $10,000,000.<\/p>\n

“Borrowing Multiple<\/u>” means, in the case of any Borrowing (other than a
\nBorrowing related to a Facility LC), $1,000,000.<\/p>\n

“Borrowing Request<\/u>” means a request by the Borrower for a Revolving
\nBorrowing in accordance with Section 2.03.<\/p>\n

“Business Day<\/u>” means any day that is not a Saturday, Sunday or other
\nday on which commercial banks in New York City or Chicago are authorized or
\nrequired by law to remain closed; provided<\/u> that, when used in connection
\nwith a Eurodollar Loan, the term “Business Day” shall also exclude any day on
\nwhich banks are not open for dealings in deposits in the applicable currency in
\nthe London interbank market.<\/p>\n

“Change in Law<\/u>” means the occurrence, after the date of this
\nAgreement, of any of the following: (a) the adoption or taking effect of any
\nlaw, rule, regulation or treaty, (b) any change in any law, rule, regulation or
\ntreaty or in the administration, interpretation, implementation or application
\nthereof by any Governmental Authority or (c) the making or issuance of any
\nrequest, rule, guideline or directive (whether or not having the force of law)
\nby any Governmental Authority; provided<\/u> that notwithstanding anything
\nherein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer
\nProtection Act and all requests, rules, guidelines or directives thereunder or
\nissued in connection therewith and (y) all requests, rules, guidelines or
\ndirectives promulgated by the Bank for International Settlements, the Basel
\nCommittee on Banking Supervision (or any successor or similar authority) or the
\nUnited States or foreign regulatory authorities, in each case pursuant to Basel
\nIII, shall in each case be deemed to be a “Change in Law”, regardless of the
\ndate enacted, adopted or issued.<\/p>\n

2<\/p>\n

\n

“Class<\/u>“, when used in reference to any Loan or Borrowing (other than a
\nBorrowing related to a Facility LC), refers to whether such Loan, or the Loans
\ncomprising such Borrowing, are Revolving Loans or Swingline Loans.<\/p>\n

“Co-Agents<\/u>” means Goldman Sachs Bank USA, Lloyds Securities Inc.,
\nMorgan Stanley Bank, N.A., Co \u00b6peratieve Centrale Raiffeisen-Boerenleenbank,
\nB.A., “Rabobank Nederland”, New York Branch, RBS Citizens, N.A., Royal Bank of
\nCanada and The Bank of Tokyo-Mitsubishi UFJ, Ltd., in their capacity as
\nco-agents for the credit facility evidenced by this Agreement.<\/p>\n

“Co-Documentation Agents<\/u>” means Wells Fargo Bank, National Association
\nand U.S. Bank National Association, in their capacity as co-documentation agents
\nfor the credit facility evidenced by this Agreement.<\/p>\n

“Code<\/u>” means the Internal Revenue Code of 1986, as amended.<\/p>\n

“Commitment<\/u>” means, with respect to each Lender, including, without
\nlimitation, any LC Issuer, the commitment of such Lender to make Revolving
\nLoans, acquire participations in Swingline Loans and issue or acquire
\nparticipations in, as applicable, Facility LCs, expressed as an amount
\nrepresenting the maximum permitted amount of such Lender153s Revolving Credit
\nExposure hereunder, as such commitment may be (a) reduced or terminated from
\ntime to time pursuant to Section 2.08, (b) increased from time to time pursuant
\nto Section 2.24, and (c) reduced or increased from time to time pursuant to
\nassignments by or to such Lender pursuant to Section 8.04. The initial amount of
\neach Lender153s Commitment is set forth on Schedule 2.01, or in the Assignment and
\nAcceptance pursuant to which such Lender shall have assumed its Commitment, as
\napplicable. The initial aggregate amount of the Lenders153 Commitments is
\n$750,000,000.<\/p>\n

“Connection Income Taxes<\/u>” means Other Connection Taxes that are
\nimposed on or measured by net income (however denominated) or that are franchise
\nTaxes or branch profits Taxes.<\/p>\n

“Consolidated EBIT<\/u>” means, for any period, Consolidated Net Income for
\nsuch period plus (a) without duplication and to the extent deducted in
\ndetermining such Consolidated Net Income, the sum of (i) Consolidated Net
\nInterest Expense for such period, (ii) consolidated income tax expense for such
\nperiod, (iii) any extraordinary charges for such period, (iv) any non-cash
\ncharges (including non-cash restructuring charges) for such period, and (v) any
\nnon-recurring cash charges and restructuring cash charges incurred during such
\nperiod in an aggregate amount not to exceed (A) $300,000,000 for all such
\ncharges incurred in (or, solely for purposes of Section 4.02(d), prior to)
\nFiscal Year 2012, (B) $70,000,000 for all such charges incurred in Fiscal Year
\n2013 and (C) $25,000,000 for all such charges incurred in any other Fiscal Year,
\nand minus (b) without duplication and to the extent included in determining such
\nConsolidated Net Income, any extraordinary or non-recurring non-cash gains
\n(including non-cash restructuring gains) for such period, all determined on a
\nconsolidated basis in accordance with GAAP. For the purposes of calculating
\nConsolidated EBIT for any period of four consecutive Fiscal Quarters (each such
\nperiod, a “Reference Period<\/u>“), (i) if at any time during such Reference
\nPeriod the Borrower or any Subsidiary shall have made any Material Disposition,
\nthe Consolidated EBIT for such Reference Period shall be reduced by an amount
\nequal to the Consolidated EBIT (if positive) attributable to the property that
\nis the subject of such Material Disposition for such Reference Period or
\nincreased by an amount equal to the Consolidated EBIT (if negative) attributable
\nthereto for such Reference Period, and (ii) if during such Reference Period the
\nBorrower or any Subsidiary shall have made a Material Acquisition, Consolidated
\nEBIT for such Reference Period shall be calculated after giving effect thereto
\non a pro forma basis as if such Material Acquisition occurred on the first day
\nof such Reference Period.<\/p>\n

3<\/p>\n

\n

“Consolidated EBITDA<\/u>” means, for any period, Consolidated EBIT for
\nsuch period plus, without duplication and to the extent deducted in determining
\nsuch Consolidated Net Income, the sum of (a) depreciation for such period and
\n(b) amortization for such period. For the purposes of calculating Consolidated
\nEBITDA for any period of four consecutive Fiscal Quarters (each such period, a
\n“Reference Period<\/u>“), (i) if at any time during such Reference Period the
\nBorrower or any Subsidiary shall have made any Material Disposition, the
\nConsolidated EBITDA for such Reference Period shall be reduced by an amount
\nequal to the Consolidated EBITDA (if positive) attributable to the property that
\nis the subject of such Material Disposition for such Reference Period or
\nincreased by an amount equal to the Consolidated EBITDA (if negative)
\nattributable thereto for such Reference Period, and (ii) if during such
\nReference Period the Borrower or any Subsidiary shall have made a Material
\nAcquisition, Consolidated EBITDA for such Reference Period shall be calculated
\nafter giving effect thereto on a pro forma basis as if such Material Acquisition
\noccurred on the first day of such Reference Period.<\/p>\n

“Consolidated Net Interest Expense<\/u>” means, for any period, the
\ninterest expense (including interest expense in respect of capital lease
\nobligations) of the Borrower and the Subsidiaries for such period minus the
\ninterest income of the Borrower and the Subsidiaries for such period, each as
\ndetermined on a consolidated basis in accordance with GAAP. With respect to the
\nDebt Tender and in the event that the Borrower or any Subsidiary shall have
\ncompleted a Material Acquisition or a Material Disposition since the beginning
\nof the relevant period, Consolidated Net Interest Expense shall be determined
\nfor such period on a pro forma basis as if the Debt Tender, or such acquisition
\nor disposition, and any related incurrence or repayment of Indebtedness, had
\noccurred at the beginning of such period.<\/p>\n

“Consolidated Net Income<\/u>” means, for any period, the consolidated net
\nincome of the Borrower and the Subsidiaries for such period, as determined on a
\nconsolidated basis in accordance with GAAP. With respect to the Debt Tender and
\nin the event that the Borrower or any Subsidiary shall have completed a Material
\nAcquisition or a Material Disposition since the beginning of the relevant
\nperiod, consolidated net income shall be determined for such period on a pro
\nforma basis as if the Debt Tender, or such acquisition or disposition, had
\noccurred at the beginning of such period.<\/p>\n

“Consolidated Total Indebtedness<\/u>” means, as of any date of
\ndetermination, without duplication, all Indebtedness of the Borrower and its
\nSubsidiaries, determined on a consolidated basis in accordance with GAAP,
\nincluding, but not limited to, all of the Obligations.<\/p>\n

“Continuing Director<\/u>” means at any date a member of the Borrower153s
\nboard of directors who (a) was a member of such board for the 24 months prior to
\nsuch date or (b) was nominated or elected by at least two-thirds of the
\ndirectors who were Continuing Directors at the time of such nomination or
\nelection.<\/p>\n

“Control<\/u>” means the possession, directly or indirectly, of the power
\nto direct or cause the direction of the management or policies of a Person,
\nwhether through the ability to exercise voting power, by contract or otherwise.
\n“Controlling” and “Controlled” have meanings correlative thereto.<\/p>\n

“Debt Tender<\/u>” means the purchase and\/or redemption by the Borrower in
\nApril 2012 of certain of its publicly traded bonds in the aggregate outstanding
\nprincipal amount of $970,000,000.<\/p>\n

“Debtor Relief Laws<\/u>” means the Bankruptcy Code of the United States,
\nand all other liquidation, conservatorship, bankruptcy, assignment for the
\nbenefit of creditors, moratorium, rearrangement, receivership, insolvency,
\nreorganization, or similar debtor relief Laws of the United States or other
\napplicable jurisdictions from time to time in effect.<\/p>\n

4<\/p>\n

\n

“Defaulting Lender<\/u>” means, subject to Section 2.25(b), any Lender that
\n(a) has failed to (i) fund all or any portion of its Loans within two Business
\nDays of the date such Loans were required to be funded hereunder unless such
\nLender notifies the Administrative Agent and the Borrower in writing that such
\nfailure is the result of such Lender153s determination that one or more conditions
\nprecedent to funding (each of which conditions precedent, together with any
\napplicable default, shall be specifically identified in such writing) has not
\nbeen satisfied, or (ii) pay to the Administrative Agent, any LC Issuer, any
\nSwingline Lender or any other Lender any other amount required to be paid by it
\nhereunder (including in respect of its participation in Facility LCs or
\nSwingline Loans) within two Business Days of the date when due, (b) has notified
\nthe Borrower, the Administrative Agent, any LC Issuer or any Swingline Lender in
\nwriting that it does not intend to comply with its funding obligations
\nhereunder, or has made a public statement to that effect (unless such writing or
\npublic statement relates to such Lender153s obligation to fund a Loan hereunder
\nand states that such position is based on such Lender153s determination that a
\ncondition precedent to funding (which condition precedent, together with any
\napplicable default, shall be specifically identified in such writing or public
\nstatement) cannot be satisfied), (c) has failed, within three Business Days
\nafter written request by the Administrative Agent or the Borrower, to confirm in
\nwriting to the Administrative Agent and the Borrower that it will comply with
\nits prospective funding obligations hereunder (provided<\/u> that such Lender
\nshall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt
\nof such written confirmation by the Administrative Agent and the Borrower), or
\n(d) has, or has a direct or indirect parent company that has, (i) become the
\nsubject of a proceeding under any Debtor Relief Law, or (ii) had appointed for
\nit a receiver, custodian, conservator, trustee, administrator, assignee for the
\nbenefit of creditors or similar Person charged with reorganization or
\nliquidation of its business or assets, including the Federal Deposit Insurance
\nCorporation or any other state or federal regulatory authority acting in such a
\ncapacity; provided<\/u> that a Lender shall not be a Defaulting Lender solely
\nby virtue of the ownership or acquisition of any equity interest in that Lender
\nor any direct or indirect parent company thereof by a Governmental Authority so
\nlong as such ownership interest does not result in or provide such Lender with
\nimmunity from the jurisdiction of courts within the United States or from the
\nenforcement of judgments or writs of attachment on its assets or permit such
\nLender (or such Governmental Authority) to reject, repudiate, disavow or
\ndisaffirm any contracts or agreements made with such Lender. Any determination
\nby the Administrative Agent that a Lender is a Defaulting Lender under any one
\nor more of clauses (a) through (d) above, and of the effective date of such
\nstatus, shall be conclusive and binding absent manifest error, and such Lender
\nshall be deemed to be a Defaulting Lender (subject to Section 2.25(b)) as of the
\ndate established therefor by the Administrative Agent in a written notice of
\nsuch determination, which shall be delivered by the Administrative Agent to the
\nBorrower, the LC Issuers, the Swingline Lenders and each other Lender promptly
\nfollowing such determination.<\/p>\n

“dollars<\/u>” or “$<\/u>” refers to lawful money of the United States of
\nAmerica.<\/p>\n

“Effective Date<\/u>” means the date on which the conditions specified in
\nSection 4.01 are satisfied (or waived in accordance with Section 8.02).<\/p>\n

“ERISA<\/u>” means the Employee Retirement Income Security Act of 1974, as
\namended.<\/p>\n

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

“ERISA Plan<\/u>” means an employee pension benefit plan which is covered
\nby Title IV of ERISA or subject to the minimum funding standards under Section
\n412 of the Code as to which the Borrower, any Subsidiary or any other member of
\nthe ERISA Controlled Group may have any liability.<\/p>\n

5<\/p>\n

\n

“ERISA Reportable Event<\/u>” means a reportable event as defined in
\nSection 4043 of ERISA and the regulations issued under such Section, with
\nrespect to an ERISA Plan, excluding, however, such events as to which the PBGC
\nhas by regulation waived the requirement of Section 4043(a) of ERISA that it be
\nnotified within 30 days of the occurrence of such event, provided<\/u> that a
\nfailure to meet the minimum funding standard of Section 412 of the Code and of
\nSection 302 of ERISA shall be a reportable event regardless of the issuance of
\nany such waivers in accordance with Section 412(d) of the Code.<\/p>\n

“ERISA Single Employer Plan<\/u>” means an ERISA Plan maintained by the
\nBorrower, any Subsidiary or any other member of the ERISA Controlled Group for
\nemployees of the Borrower, any Subsidiary or any other member of the ERISA
\nControlled Group, as the case may be.<\/p>\n

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

“ERISA Unfunded Liabilities<\/u>” means the amount (if any) by which the
\npresent value of all vested nonforfeitable benefits under an ERISA Single
\nEmployer Plan exceeds the fair market value of all of such Plan153s assets
\nallocable to such benefits, all determined as of the then most recent valuation
\ndate for such Plan applying the actuarial assumptions used for funding purposes
\nin such valuation.<\/p>\n

“Eurodollar<\/u>“, when used in reference to any Loan or Borrowing (other
\nthan one evidenced by a Facility LC), refers to whether such Loan, or the Loans
\ncomprising such Borrowing, are bearing interest at a rate determined by
\nreference to the LIBO Rate.<\/p>\n

“Eurodollar Base Rate<\/u>” means, for such Interest Period, the rate per
\nannum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR<\/u>“),
\nas published by Reuters (or other commercially available source providing
\nquotations of BBA LIBOR as designated by the Administrative Agent from time to
\ntime) at approximately 11:00 a.m., London time, two London Banking Days prior to
\nthe commencement of such Interest Period, for dollar deposits (for delivery on
\nthe first day of such Interest Period) with a term equivalent to such Interest
\nPeriod. If such rate is not available at such time for any reason, then the
\n“Eurodollar Base Rate” for such Interest Period shall be the rate per annum
\ndetermined by the Administrative Agent to be the rate at which deposits in
\ndollars for delivery on the first day of such Interest Period in same day funds
\nin the approximate amount of the Eurodollar Loan being made, continued or
\nconverted by Bank of America, N.A. and with a term equivalent to such Interest
\nPeriod would be offered by Bank of America, N.A.153s London Branch to major banks
\nin the London interbank eurodollar market at their request at approximately
\n11:00 a.m. (London time) two London Banking Days prior to the commencement of
\nsuch Interest Period.<\/p>\n

“Eurodollar Reserve Percentage<\/u>” means, for any day during any Interest
\nPeriod, the reserve percentage (expressed as a decimal, carried out to five
\ndecimal places) in effect on such day, whether or not applicable to any Lender,
\nunder regulations issued from time to time by the Board for determining the
\nmaximum reserve requirement (including any emergency, supplemental or other
\nmarginal reserve requirement) with respect to Eurocurrency funding (currently
\nreferred to as “Eurocurrency liabilities”). The LIBO Rate for each outstanding
\nEurodollar Loan shall be adjusted automatically as of the effective date of any
\nchange in the Eurodollar Reserve Percentage.<\/p>\n

6<\/p>\n

\n

“Event of Default<\/u>” means the occurrence of any one or more of the
\nevents described in Section 6.01 which is not remedied in the period, if any,
\nand after any notice, if required, in each case as provided therein.<\/p>\n

“Excluded Taxes<\/u>” means any of the following Taxes imposed on or with
\nrespect to any Recipient or required to be withheld or deducted from a payment
\nto a Recipient, (a) Taxes imposed on or measured by net income (however
\ndenominated), franchise Taxes, and branch profits Taxes, in each case, (i)
\nimposed as a result of such Recipient being organized under the laws of, or
\nhaving its principal office or, in the case of any Lender, its Lending Office
\nlocated in, the jurisdiction imposing such Tax (or any political subdivision
\nthereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender
\n(including a Participant treated as a Lender pursuant to Section 8.04(e)), U.S.
\nfederal withholding Taxes imposed on amounts payable to or for the account of
\nsuch Lender with respect to an applicable interest in a Loan or Commitment
\npursuant to a law in effect on the date on which (i) such Lender acquires such
\ninterest in the Loan or Commitment (other than pursuant to an assignment request
\nby the Borrower under Section 2.17) or (ii) such Lender changes its Lending
\nOffice, except in each case to the extent that, pursuant to Section 2.20,
\namounts with respect to such Taxes were payable either to such Lender153s assignor
\nimmediately before such Lender became a party hereto or to such Lender
\nimmediately before it changed its Lending Office, (c) Taxes attributable to such
\nRecipient153s failure to comply with Section 2.20(f) and (d) any U.S. federal
\nwithholding Taxes imposed pursuant to FATCA.<\/p>\n

“Existing Facility LCs<\/u>” is defined in Section 2.22(a).<\/p>\n

“Facility Fee<\/u>” is defined in Section 2.11(a).<\/p>\n

“Facility Fee Rate<\/u>” means, at any time, the percentage rate per annum
\nat which Facility Fees are accruing at such time as set forth in the Pricing
\nGrid.<\/p>\n

“Facility LC<\/u>” is defined in Section 2.22(a).<\/p>\n

“Facility LC Application<\/u>” is defined in Section 2.22(c).<\/p>\n

“FATCA<\/u>” means Sections 1471 through 1474 of the Code, as of the date
\nof this Agreement (or any amended or successor version that is substantively
\ncomparable and not materially more onerous to comply with) and any current or
\nfuture regulations or official interpretations thereof.<\/p>\n

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

“Fiscal Quarter<\/u>” means a 13 week or 14 week, as the case may be,
\nfiscal reporting period of the Borrower ending on the Saturday occurring on the
\nlast day of each March, June, September and December of each year or if the last
\nday of any such month is not a Saturday, the Saturday occurring closest to each
\nsuch relevant date of such year, as the case may be.<\/p>\n

7<\/p>\n

\n

“Fiscal Year<\/u>” means a 52 or 53 week, as the case may be, fiscal
\nreporting period of the Borrower ending on the Saturday closest in time to June
\n30 of the relevant year.<\/p>\n

“Foreign Lender<\/u>” means a Lender that is not a U.S. Person.<\/p>\n

“Form F-1<\/u>” has the meaning set forth in the definition of Spin Off.\n<\/p>\n

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

“GAAP<\/u>” means generally accepted accounting principles in the United
\nStates of America.<\/p>\n

“Governmental Authority<\/u>” means the government of the United States or
\nany other nation, or of any political subdivision thereof, whether state or
\nlocal, and any agency, authority, instrumentality, regulatory body, court,
\ncentral bank or other entity exercising executive, legislative, judicial,
\ntaxing, regulatory or administrative powers or functions of or pertaining to
\ngovernment (including any supra-national bodies such as the European Union or
\nthe European Central Bank).<\/p>\n

“Indebtedness<\/u>” means, as to any Person at a particular time, without
\nduplication, all of the following, whether or not included as indebtedness or
\nliabilities in accordance with GAAP:<\/p>\n

(a) all obligations of such Person for borrowed money and all obligations of
\nsuch Person evidenced by bonds, debentures, notes, loan agreements or other
\nsimilar instruments;<\/p>\n

(b) all direct or contingent obligations of such Person arising under letters
\nof credit (including standby and commercial), bankers153 acceptances, bank
\nguaranties, surety bonds and similar instruments;<\/p>\n

(c) all obligations of such Person to pay the deferred purchase price of
\nproperty or services (other than (i) trade accounts and accrued expenses and
\nliabilities payable in the ordinary course of business and (ii) any contingent
\nobligation until such obligation is not paid after becoming due and payable);\n<\/p>\n

(d) indebtedness (excluding prepaid interest thereon) secured by a Lien on
\nproperty owned by such Person, whether or not such indebtedness shall have been
\nassumed by such Person or is limited in recourse; provided<\/u> that, if such
\nIndebtedness has not been assumed by such Person, the amount of Indebtedness
\nunder this clause (d) shall be deemed to be equal to the lesser of (i) the
\naggregate unpaid amount of such Indebtedness and (ii) the fair market value (as
\ndetermined by such Person in good faith) of the property encumbered thereby;\n<\/p>\n

(e) capital leases; and<\/p>\n

(f) all guarantees of such Person in respect of any of the foregoing.<\/p>\n

8<\/p>\n

\n

For all purposes hereof, the Indebtedness of any Person shall include the
\nIndebtedness of any partnership or joint venture (other than a joint venture
\nthat is itself a corporation or limited liability company) in which such Person
\nis a general partner or a joint venturer, unless such Indebtedness is expressly
\nmade non-recourse to such Person. The amount of any capital lease as of any date
\nshall be deemed to be the amount of Attributable Indebtedness in respect thereof
\nas of such date.<\/p>\n

“Indemnified Taxes<\/u>” means (a) Taxes, other than Excluded Taxes,
\nimposed on or with respect to any payment made by or on account of any
\nobligation of the Borrower under this Agreement or any other loan document and
\n(b) to the extent not otherwise described in (a), Other Taxes.<\/p>\n

“Index Debt<\/u>” has the meaning set forth in the Pricing Grid.<\/p>\n

“Interest Election Request<\/u>” means a request by the Borrower to convert
\nor continue a Revolving Borrowing in accordance with Section 2.07.<\/p>\n

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

“Interest Period<\/u>” means, with respect to any Eurodollar Borrowing, the
\nperiod commencing on the date of such Borrowing and ending on the numerically
\ncorresponding day in the calendar month that is one, two, three or six months
\n(or nine or twelve months if available to all of the Lenders) thereafter as the
\nBorrower may elect; provided<\/u>, that (i) if any Interest Period would end
\non a day other than a Business Day, such Interest Period shall be extended to
\nthe next succeeding Business Day unless, in the case of a Eurodollar Borrowing
\nonly, such next succeeding Business Day would fall in the next calendar month,
\nin which case such Interest Period shall end on the next preceding Business Day
\nand (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences
\non the last Business Day of a calendar month (or on a day for which there is no
\nnumerically corresponding day in the last calendar month of such Interest
\nPeriod) shall end on the last Business Day of the last calendar month of such
\nInterest Period. For purposes hereof, the date of a Borrowing initially shall be
\nthe date on which such Borrowing is funded and, in the case of a Revolving
\nBorrowing, thereafter shall be the effective date of the most recent conversion
\nor continuation of such Borrowing.<\/p>\n

“IRS<\/u>” means the United States Internal Revenue Service.<\/p>\n

“ISP<\/u>” means, with respect to any Facility LC, the “International
\nStandby Practices 1998” published by the Institute of International Banking Law
\n& Practice, Inc. (or such later version thereof as may be in effect at the
\ntime of issuance).<\/p>\n

“Laws<\/u>” means, collectively, all international, foreign, Federal, state
\nand local statutes, treaties, rules, guidelines, regulations, ordinances, codes
\nand administrative or judicial precedents or authorities, including the
\ninterpretation or administration thereof by any Governmental Authority charged
\nwith the enforcement, interpretation or administration thereof, and all
\napplicable administrative orders, directed duties, requests, licenses,
\nauthorizations and permits of, and agreements with, any Governmental Authority,
\nin each case whether or not having the force of law.<\/p>\n

“LC Fee<\/u>” is defined in Section 2.22(d).<\/p>\n

9<\/p>\n

\n

“LC Issuer<\/u>” means Bank of America, N.A., JPMorgan Chase Bank, N.A.,
\nWells Fargo Bank, National Association and each other Lender designated by the
\nBorrower as an “LC Issuer” hereunder that has agreed to such designation (and is
\nreasonably acceptable to the Administrative Agent), each in its capacity as an
\nissuer of Facility LCs hereunder (or any Subsidiary or Affiliate thereof
\ndesignated as such).<\/p>\n

“LC Obligations<\/u>” means at any time, the sum, without duplication, of
\n(i) the aggregate undrawn stated amount under all Facility LCs outstanding at
\nsuch time plus (ii) the aggregate unpaid amount at such time of all
\nReimbursement Obligations.<\/p>\n

“LC Participation Fee<\/u>” is defined in Section 2.22(d).<\/p>\n

“LC Participation Fee Rate<\/u>” means, at any time, the percentage rate
\nper annum at which LC Participation Fees are accruing at such time as set forth
\nin the Pricing Grid.<\/p>\n

“LC Payment Date<\/u>” is defined in Section 2.22(e).<\/p>\n

“Lenders<\/u>” means the Persons listed on Schedule 2.01 and any other
\nPerson that shall have become a party hereto pursuant to an Assignment and
\nAcceptance, other than any such Person that shall have ceased to be a party
\nhereto pursuant to an Assignment and Acceptance. Unless otherwise specified, the
\nterm “Lenders” includes Swingline Lenders and LC Issuers.<\/p>\n

“Lending Office<\/u>” means, as to any Lender, the office or offices of
\nsuch Lender described as such in such Lender153s Administrative Questionnaire, or
\nsuch other office or offices as a Lender may from time to time notify the
\nBorrower and the Administrative Agent.<\/p>\n

“LIBO Rate<\/u>” means for any Interest Period with respect to a Eurodollar
\nLoan, a rate per annum determined by the Administrative Agent pursuant to the
\nfollowing formula:<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

LIBO Rate =<\/p>\n<\/td>\n

<\/td>\n\n

Eurodollar Base Rate<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

1.00 : Eurodollar Reserve Percentage<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Lien<\/u>” means, with respect to any asset, (a) any mortgage, deed of
\ntrust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
\non or of such asset and (b) the interest of a vendor or a lessor under any
\nconditional sale agreement, capital lease or title retention agreement relating
\nto such asset.<\/p>\n

“Loans<\/u>” means the loans made by the Lenders to the Borrower pursuant
\nto this Agreement.<\/p>\n

“London Banking Day<\/u>” means any day on which dealings in dollar
\ndeposits are conducted by and between banks in the London interbank eurodollar
\nmarket.<\/p>\n

“Material Acquisition<\/u>” means any acquisition of property or series of
\nrelated acquisitions of property that (a) constitutes (i) assets comprising all
\nor substantially all or any significant portion of a business or operating unit
\nof a business, or (ii) all or substantially all of the common stock and other
\nequity interests of a Person, and (b) involves the payment of consideration by
\nthe Borrower and its Subsidiaries in excess of $50,000,000.<\/p>\n

10<\/p>\n

\n

“Material Adverse Effect<\/u>” means (a) a material adverse change in, or a
\nmaterial adverse effect upon, the business, operations, property or financial or
\nother condition of the Borrower and its Subsidiaries taken as a whole, (b) a
\nmaterial impairment of the ability of the Borrower to perform its obligations
\nunder this Agreement or (c) a material adverse effect upon the validity or
\nenforceability of this Agreement or any promissory note delivered under Section
\n2.09(e).<\/p>\n

“Material Disposition<\/u>” means any sale, transfer or disposition of
\nproperty or series of related sales, transfers, or dispositions of property that
\n(a) constitutes (i) assets comprising all or substantially all or any
\nsignificant portion of a business or operating unit of a business, or (ii) all
\nor substantially all of the common stock and other equity interests of a Person,
\nand (b) yields gross proceeds to the Borrower or any of its Subsidiaries in
\nexcess of $50,000,000.<\/p>\n

“Material Indebtedness<\/u>” means Indebtedness (other than the Loans and
\nFacility LCs), or obligations in respect of one or more Swap Contracts, of any
\none or more of the Borrower and its Subsidiaries in an aggregate principal
\namount exceeding $75,000,000. For purposes of determining Material Indebtedness,
\nthe “principal amount” of the obligations of the Borrower or any Subsidiary in
\nrespect of any Swap Contract at any time shall be the maximum aggregate amount
\n(giving effect to any netting agreements) that the Borrower or such Subsidiary
\nwould be required to pay if such Swap Contract were terminated at such time.\n<\/p>\n

“Modify<\/u>” or “Modification<\/u>” is defined in Section 2.22(a).<\/p>\n

“Moody153s<\/u>” has the meaning set forth in the Pricing Grid.<\/p>\n

“Non-Defaulting Lender<\/u>” means, at any time, each Lender that is not a
\nDefaulting Lender at such time.<\/p>\n

“Note<\/u>” means any of the promissory notes prepared, executed and
\ndelivered pursuant to Section 2.09(e).<\/p>\n

“Obligations<\/u>” means all advances to, and debts, liabilities and
\nobligations of, the Borrower arising under this Agreement or any other loan
\ndocument or otherwise with respect to any Loan, in each case whether direct or
\nindirect (including those acquired by assumption), absolute or contingent, due
\nor to become due, now existing or hereafter arising and including interest and
\nfees that accrue after the commencement by or against the Borrower or any
\nAffiliate thereof of any proceeding under any Debtor Relief Laws naming such
\nPerson as the debtor in such proceeding, regardless of whether such interest and
\nfees are allowed claims in such proceeding.<\/p>\n

“Other Connection Taxes<\/u>” means, with respect to any Recipient, Taxes
\nimposed as a result of a present or former connection between such Recipient and
\nthe jurisdiction imposing such Tax (other than connections arising from such
\nRecipient having executed, delivered, become a party to, performed its
\nobligations under, received payments under, received or perfected a security
\ninterest under, engaged in any other transaction pursuant to or enforced this
\nAgreement or any other loan document, or sold or assigned an interest in any
\nCommitment, Loan or this Agreement or any other loan document).<\/p>\n

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

“Participant Register<\/u>” has the meaning specified in Section 8.04(e).\n<\/p>\n

11<\/p>\n

\n

“Patriot Act<\/u>” is defined in Article IX.<\/p>\n

“PBGC<\/u>” means the Pension Benefit Guaranty Corporation and its
\nsuccessors and assigns.<\/p>\n

“Person<\/u>” means any natural person, corporation, limited liability
\ncompany, trust, joint venture, association, company, partnership, Governmental
\nAuthority or other entity.<\/p>\n

“Pricing Grid<\/u>” means the pricing grid attached hereto as Annex A.<\/p>\n

“Prime Rate<\/u>” means the rate of interest per annum publicly announced
\nfrom time to time by Bank of America, N.A. as its “prime rate”. The “prime rate”
\nis a rate set by Bank of America, N.A. based upon various factors including Bank
\nof America, N.A.153s costs and desired return, general economic conditions and
\nother factors, and is used as a reference point for pricing some loans, which
\nmay be priced at, above, or below such announced rate. Any change in such prime
\nrate announced by Bank of America, N.A. shall take effect at the opening of
\nbusiness on the day specified in the public announcement of such change.<\/p>\n

“Recipient<\/u>” means the Administrative Agent, any Lender, any LC Issuer
\nor any other recipient of any payment to be made by or on account of any
\nobligation of the Borrower hereunder, as applicable.<\/p>\n

“Register<\/u>” has the meaning set forth in Section 8.04(c).<\/p>\n

“Reimbursement Obligations<\/u>” means, at any time, the aggregate of all
\nobligations of the Borrower then outstanding under Section 2.22 to reimburse the
\nLC Issuers for amounts paid by the LC Issuers in respect of one or more drawings
\nunder Facility LCs.<\/p>\n

“Related Parties<\/u>” means, with respect to any specified Person, such
\nPerson153s Affiliates and the respective directors, officers, employees, agents
\nand advisors of such Person and such Person153s Affiliates.<\/p>\n

“Required Lenders<\/u>” means, at any time, Lenders having Revolving Credit
\nExposures and unused Commitments representing more than 50% of the sum of the
\ntotal Revolving Credit Exposures and unused Commitments at such time. The
\nRevolving Credit Exposure of any Defaulting Lender shall be disregarded in
\ndetermining Required Lenders at any time; provided<\/u> that, the amount of
\nany participation in any Swingline Loan and any LC Obligations that such
\nDefaulting Lender has failed to fund that have not been reallocated to and
\nfunded by another Lender shall be deemed to be held by the Lender that is the
\nSwingline Lender or LC Issuer, as the case may be, in making such determination.\n<\/p>\n

“Responsible Officer<\/u>” means the President, Executive Vice President,
\nVice Chairman, Chief Financial Officer, Treasurer or Assistant Treasurer, in
\neach case, of the Borrower.<\/p>\n

“Revolving Borrowing<\/u>” means a Borrowing of Revolving Loans.<\/p>\n

“Revolving Credit Exposure<\/u>” means, with respect to any Lender at any
\ntime, the sum at such time, without duplication, of (a) such Lender153s Applicable
\nPercentage of the aggregate principal amount of the outstanding Revolving Loans
\nplus (b) such Lender153s Swingline Exposure plus (c) such Lender153s ratable
\nobligation to purchase participations in LC Obligations.<\/p>\n

“Revolving Loan<\/u>” means a Loan made pursuant to Sections 2.01 and 2.03.\n<\/p>\n

12<\/p>\n

\n

“Revolving Loan Margin<\/u>” means, at any time, with respect to any Type
\nof Revolving Loan, the marginal percentage rate per annum to be added to such
\nType of Loan at such time as set forth in the Pricing Grid.<\/p>\n

“S&P<\/u>” has the meaning set forth in the Pricing Grid.<\/p>\n

“Solvent<\/u>” means, in reference to any Person, (i) the fair value of the
\nassets of such Person, at a fair valuation, will exceed its debts and
\nliabilities, subordinated, contingent or otherwise; (ii) the present fair
\nsaleable value of the property of such Person will be greater than the amount
\nthat will be required to pay the probable liability of its debts and other
\nliabilities, subordinated, contingent or otherwise, as such debts and other
\nliabilities become absolute and matured; (iii) such Person will be able to pay
\nits debts and liabilities, subordinated, contingent or otherwise, as such debts
\nand liabilities become absolute and matured; and (iv) such Person will not have
\nunreasonably small capital with which to conduct the business in which it is
\nengaged as such business is now conducted and is proposed to be conducted after
\nthe Availability Date.<\/p>\n

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

“Subsidiary<\/u>” means any Person of which the Borrower and\/or any of the
\nSubsidiaries (as defined in this definition) owns or controls, directly or
\nindirectly, such number of outstanding equity interests as have 50% or more of
\nthe ordinary voting power represented by the equity interests in such Person.\n<\/p>\n

“Swap Contract<\/u>” means (a) any and all rate swap transactions, basis
\nswaps, credit derivative transactions, forward rate transactions, commodity
\nswaps, commodity options, forward commodity contracts, equity or equity index
\nswaps or options, bond or bond price or bond index swaps or options or forward
\nbond or forward bond price or forward bond index transactions, interest rate
\noptions, forward foreign exchange transactions, cap transactions, floor
\ntransactions, collar transactions, currency swap transactions, cross-currency
\nrate swap transactions, currency options, spot contracts, or any other similar
\ntransactions or any combination of any of the foregoing (including any options
\nto enter into any of the foregoing), whether or not any such transaction is
\ngoverned by or subject to any master agreement, and (b) any and all transactions
\nof any kind, and the related confirmations, which are subject to the terms and
\nconditions of, or governed by, any form of master agreement published by the
\nInternational Swaps and Derivatives Association, Inc., any International Foreign
\nExchange Master Agreement, or any other master agreement (any such master
\nagreement, together with any related schedules, a “Master Agreement<\/u>“),
\nincluding any such obligations or liabilities under any Master Agreement.<\/p>\n

“Swingline Commitment<\/u>” means, with respect to each Swingline Lender,
\nthe commitment of such Lender hereunder to make Swingline Loans pursuant to
\nSection 2.05 in an amount set forth on Schedule 2.01, as such commitment may be
\npermanently terminated or reduced from time to time pursuant to Section 2.08.
\nThe Swingline Commitment of each Swingline Lender shall automatically and
\npermanently terminate on the Termination Date if not terminated earlier pursuant
\nto the terms hereof. The amount of the Swingline Commitment on the date hereof
\nis $75,000,000.<\/p>\n

13<\/p>\n

\n

“Swingline Exposure<\/u>” means, at any time, the aggregate principal
\namount of the Swingline Loans outstanding at such time. The Swingline Exposure
\nof any Lender at any time shall be such Lender153s Applicable Percentage of the
\ntotal Swingline Exposure at such time.<\/p>\n

“Swingline Lenders<\/u>” means Bank of America, N.A., JPMorgan Chase Bank,
\nN.A., U.S. Bank National Association, Wells Fargo Bank, National Association and
\neach other Lender designated by the Borrower as a “Swingline Lender” hereunder
\nthat has agreed to such designation (and is reasonably acceptable to the
\nAdministrative Agent), each in its capacity as a lender of Swingline Loans
\nhereunder.<\/p>\n

“Swingline Loan<\/u>” means a Loan made in accordance with Section 2.05.\n<\/p>\n

“Syndication Agent<\/u>” means JPMorgan Chase Bank, N.A., in its capacity
\nas syndication agent for the credit facility evidenced by this Agreement.<\/p>\n

“Tangible Assets<\/u>” means the Borrower153s Total Assets excluding
\nintangible assets as reflected on the Borrower153s most recent consolidated
\nbalance sheet delivered pursuant to Section 5.01 or referred to in Section 3.04
\nas of the date of determination.<\/p>\n

“Taxes<\/u>” means all present or future taxes, levies, imposts, duties,
\ndeductions, withholdings (including backup withholding), assessments, fees or
\nother charges imposed by any Governmental Authority, including any interest,
\nadditions to tax or penalties applicable thereto.<\/p>\n

“Termination Date<\/u>” means the date occurring on the fifth anniversary
\nof the Availability Date; provided<\/u> that, if the Availability Date has not
\noccurred on or prior to August 15, 2012, the Termination Date shall be August
\n15, 2012.<\/p>\n

“Total Assets<\/u>” mean the total consolidated assets of the Borrower and
\nthe Subsidiaries according to the relevant consolidated balance sheet of the
\nBorrower.<\/p>\n

“Type<\/u>“, when used in reference to any Loan or Borrowing (other than
\none evidenced by a Facility LC), refers to whether the rate of interest on such
\nLoan, or on the Loans comprising such Borrowing, is determined by reference to
\nthe LIBO Rate or the Alternate Base Rate.<\/p>\n

“U.S. Person<\/u>” means any Person that is a “United States Person” as
\ndefined in Section 7701(a)(30) of the Code.<\/p>\n

“UCC<\/u>” means the Uniform Commercial Code as in effect from time to time
\nin the State of New York or any other state the laws of which are required to be
\napplied in connection with the issue of perfection of security interests.<\/p>\n

“UCP<\/u>” means, with respect to any Facility LC, the Uniform Customs and
\nPractice for Documentary Credits, International Chamber of Commerce
\n(“ICC<\/u>“) Publication No. 600 (or such later version thereof as may be in
\neffect at the time of issuance).<\/p>\n

“Unmatured Event of Default<\/u>” means an event which, but for the lapse
\nof time or the giving of notice, or both, would constitute an Event of Default.\n<\/p>\n

“Withholding Agent<\/u>” means the Borrower and the Administrative Agent.\n<\/p>\n

SECTION 1.02. Classification of Loans and Borrowings<\/u>.For purposes of
\nthis Agreement, Loans may be classified and referred to by Class (e.g., a
\n“Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type
\n(e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and
\nreferred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a
\n“Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving
\nBorrowing”).<\/p>\n

14<\/p>\n

\n

SECTION 1.03. Terms Generally<\/u>. The definitions of terms herein shall
\napply equally to the singular and plural forms of the terms defined. Whenever
\nthe context may require, any pronoun shall include the corresponding masculine,
\nfeminine and neuter forms. The words “include”, “includes” and “including” shall
\nbe deemed to be followed by the phrase “without limitation”. The word “will”
\nshall be construed to have the same meaning and effect as the word “shall”.
\nUnless the context requires otherwise (a) any definition of or reference to any
\nagreement, instrument or other document herein shall be construed as referring
\nto such agreement, instrument or other document as from time to time amended,
\nsupplemented or otherwise modified (subject to any restrictions on such
\namendments, supplements or modifications set forth herein), (b) any reference
\nherein to any Person shall be construed to include such Person153s successors and
\nassigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar
\nimport, shall be construed to refer to this Agreement in its entirety and not to
\nany particular provision hereof, (d) all references herein to Articles,
\nSections, Exhibits and Schedules shall be construed to refer to Articles and
\nSections of, and Exhibits and Schedules to, this Agreement and (e) the words
\n“asset” and “property” shall be construed to have the same meaning and effect
\nand to refer to any and all tangible and intangible assets and properties,
\nincluding cash, securities, accounts and contract rights.<\/p>\n

SECTION 1.04. Accounting Terms; GAAP<\/u>. Except as otherwise expressly
\nprovided herein, all terms of an accounting or financial nature shall be
\nconstrued in accordance with GAAP, as in effect from time to time;
\nprovided<\/u> that, if the Borrower notifies the Administrative Agent that the
\nBorrower requests an amendment to any provision hereof to eliminate the effect
\nof any change occurring after the date hereof in GAAP or in the application
\nthereof on the operation of such provision (or if the Administrative Agent
\nnotifies the Borrower that the Required Lenders request an amendment to any
\nprovision hereof for such purpose), regardless of whether any such notice is
\ngiven before or after such change in GAAP or in the application thereof, then
\nsuch provision shall be interpreted on the basis of GAAP as in effect and
\napplied immediately before such change shall have become effective until such
\nnotice shall have been withdrawn or such provision is amended in a manner
\nreasonably satisfactory to the Borrower and the Required Lenders.
\nNotwithstanding any other provision contained herein, all terms of an accounting
\nor financial nature used herein shall be construed, and all computations of
\namounts and ratios referred to herein shall be made (i) without giving effect to
\nany election under Accounting Standards Codification 825-10-25 (or any other
\nAccounting Standards Codification or Financial Accounting Standard having a
\nsimilar result or effect) to value any Indebtedness or other liabilities of the
\nBorrower or any Subsidiary at “fair value”, as defined therein, (ii) without
\ngiving effect to any treatment of Indebtedness in respect of convertible debt
\ninstruments under Accounting Standards Codification 470-20 (or any other
\nAccounting Standards Codification or Financial Accounting Standard having a
\nsimilar result or effect) to value any such Indebtedness in a reduced or
\nbifurcated manner as described therein, and such Indebtedness shall at all times
\nbe valued at the full stated principal amount thereof and (iii) after giving
\neffect (including effect on a pro forma basis) to the Spin Off. Notwithstanding
\nany other provision contained herein, any lease that is treated as an operating
\nlease for purposes of GAAP as of the date hereof shall continue to be treated as
\nan operating lease (and, solely with respect to Sections 5.05 and 5.12, any
\nfuture lease, if it were in effect on the date hereof, that would be treated as
\nan operating lease for purposes of GAAP as of the date hereof shall be treated
\nas an operating lease), in each case for purposes of this Agreement,
\nnotwithstanding any change in GAAP after the date hereof.<\/p>\n

15<\/p>\n

\n

ARTICLE II<\/p>\n

The Credits <\/u><\/p>\n

SECTION 2.01. Commitments<\/u>. Subject to the terms and conditions set
\nforth herein, each Lender agrees to make Revolving Loans to the Borrower from
\ntime to time during the Availability Period in dollars in an aggregate principal
\namount that will not result in (a) such Lender153s Revolving Credit Exposure
\nexceeding such Lender153s Commitment or (b) the sum of the total Revolving Credit
\nExposures exceeding the total Commitments. Within the foregoing limits and
\nsubject to the terms and conditions set forth herein, the Borrower may borrow,
\nprepay and reborrow Revolving Loans. Each LC Issuer will issue Facility LCs
\nhereunder on the terms and conditions set forth in Section 2.22.<\/p>\n

SECTION 2.02. Loans and Borrowings<\/u>. (a) Each Revolving Loan (other
\nthan a Swingline Loan) shall be made as part of a Borrowing consisting of
\nRevolving Loans made by the Lenders ratably in accordance with their respective
\nCommitments. Each Swingline Loan shall be made in accordance with the procedures
\nset forth in Section 2.05. Each Facility LC shall be issued in accordance with
\nSection 2.22. The failure of any Lender to make any Loan required to be made by
\nit shall not relieve any other Lender of its obligations hereunder;
\nprovided<\/u> that the Commitments of the Lenders are several and no Lender
\nshall be responsible for any other Lender153s failure to make Loans as required.\n<\/p>\n

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

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

(d) Notwithstanding any other provision of this Agreement, the Borrower shall
\nnot be entitled to request, or to elect to convert or continue, any Borrowing if
\nthe Interest Period requested with respect thereto would end after the
\nTermination Date.<\/p>\n

SECTION 2.03. Requests for Revolving Borrowings<\/u>. To request a
\nRevolving Borrowing, the Borrower shall notify the Administrative Agent of such
\nrequest by telephone (a) in the case of a Eurodollar Borrowing, not later than
\n1:00 p.m., Chicago time, three Business Days before the date of the proposed
\nBorrowing or (b) in the case of an ABR Borrowing, not later than 12:00 p.m.,
\nChicago time, on the date of the proposed Borrowing. Each such telephonic
\nBorrowing Request shall be irrevocable and shall be confirmed promptly by hand
\ndelivery or telecopy to the Administrative Agent of a written Borrowing Request
\nin a form approved by the Administrative Agent and signed by the Borrower. Each
\nsuch telephonic and written Borrowing Request shall specify the following
\ninformation in compliance with Section 2.02:<\/p>\n

16<\/p>\n

\n

(i) the aggregate principal amount of the requested Borrowing;<\/p>\n

(ii) the date of such Borrowing, which shall be a Business Day;<\/p>\n

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
\nBorrowing;<\/p>\n

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be
\napplicable thereto, which shall be a period contemplated by the definition of
\nthe term “Interest Period”; and<\/p>\n

(v) the location and number of the Borrower153s account to which funds are to
\nbe disbursed, which shall comply with the requirements of Section 2.06.<\/p>\n

If no election as to the Type of Revolving Borrowing is specified, then the
\nrequested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
\nis specified with respect to any requested Eurodollar Revolving Borrowing, then
\nthe Borrower shall be deemed to have selected an Interest Period of one month153s
\nduration. Promptly following receipt of a Borrowing Request in accordance with
\nthis Section, the Administrative Agent shall advise each Lender of the details
\nthereof and of the amount of such Lender153s Loan to be made as part of the
\nrequested Borrowing.<\/p>\n

SECTION 2.04. [Intentionally Omitted].<\/p>\n

SECTION 2.05. Swingline Loans<\/u>. (a) Subject to the terms and conditions
\nand relying on the representations and warranties set forth herein, each
\nSwingline Lender may, in its discretion, make Swingline Loans in dollars to the
\nBorrower, from time to time during the Availability Period, in an aggregate
\nprincipal amount at any time outstanding that will not result in (i) the
\naggregate amount of the Lenders153 Swingline Exposures exceeding the Swingline
\nCommitment or (ii) the aggregate amount of the Lenders153 Revolving Credit
\nExposures exceeding the total Commitments; provided<\/u> that (A) no Swingline
\nLender shall be required to make a Swingline Loan to refinance an outstanding
\nSwingline Loan and (B) no Swingline Lender shall make a Swingline Loan if it
\nshall have been notified by the Administrative Agent at the request of the
\nRequired Lenders that an Event of Default has occurred and is continuing and
\nthat, as a result, no further Swingline Loans shall be made by it (a
\n“Swingline Suspension Notice<\/u>“). Each Swingline Loan shall be made as part
\nof a Borrowing consisting of Swingline Loans made by the Swingline Lenders,
\nratably in proportion to their respective Swingline Commitments. Within the
\nforegoing limits and subject to the terms and conditions set forth herein, the
\nBorrower may borrow, prepay and reborrow Swingline Loans at any time during the
\nAvailability Period.<\/p>\n

(b) To request Swingline Borrowings, the Borrower shall notify the
\nAdministrative Agent of such request by telephone (confirmed by telecopy) no
\nlater than the day of a proposed Swingline Borrowing by not later than 10:00
\na.m., Chicago time, on such day. Each such notice shall be irrevocable and shall
\nspecify the requested borrowing date (which shall be a Business Day) and the
\naggregate amount of the requested Swingline Borrowing. The Administrative Agent
\nwill promptly advise the Swingline Lenders of any such notice received from the
\nBorrower. The Swingline Lenders shall make each Swingline Loan available to the
\nBorrower by means of a transfer of funds to a deposit account of the Borrower
\nwith Bank of America, N.A. or any Lender designated by the Borrower and
\nreasonably approved by the Administrative Agent (in each case together with any
\naffiliate thereof) by 1:00 p.m., Chicago time, on the requested date of such
\nSwingline Loan.<\/p>\n

17<\/p>\n

\n

(c) By written notice given to the Administrative Agent not later than 10:00
\na.m., Chicago time, on any Business Day, each Swingline Lender may require the
\nLenders to acquire participations on such Business Day in all or a portion of
\nits Swingline Loans outstanding. Such notice shall specify the aggregate amount
\nof Swingline Loans in which the Lenders will participate. Promptly upon receipt
\nof such notice, the Administrative Agent will give notice thereof to each
\nLender, specifying in such notice the percentage of the applicable Swingline
\nLoans allocated to such Lender based on its respective Commitment. Each Lender
\nhereby absolutely and unconditionally agrees, upon receipt of notice as provided
\nabove, to pay to the Administrative Agent, for the account of the applicable
\nSwingline Lender, its Applicable Percentage of such Swingline Loans. Each Lender
\nacknowledges and agrees that, in the absence of a Swingline Suspension Notice
\nreceived by the Swingline Lenders not less than two Business Days prior to the
\nmaking of the applicable Swingline Loan, its obligation to acquire
\nparticipations in each Swingline Loan pursuant to this paragraph is absolute and
\nunconditional and shall not be affected by any circumstance whatsoever,
\nincluding the occurrence and continuance of an Unmatured Event of Default or
\nreduction or termination of the Commitments, and that each such payment shall be
\nmade without any offset, abatement, withholding or reduction whatsoever. Each
\nLender shall comply with its obligation under this paragraph by wire transfer of
\nimmediately available funds, in the same manner as provided in Section 2.06 with
\nrespect to Loans made by such Lender (and Section 2.06 shall apply, mutatis
\nmutandis, to the payment obligations of the Lenders), and the Administrative
\nAgent shall promptly pay to the Swingline Lenders the amounts so received by it
\nfrom the Lenders. The Administrative Agent shall notify the Borrower of any
\nparticipations in any Swingline Loan acquired pursuant to this paragraph. Any
\namounts received by the Swingline Lenders from the Borrower (or other party on
\nbehalf of the Borrower) in respect of a Swingline Loan after receipt by the
\nSwingline Lenders of the proceeds of a sale of participations therein shall be
\npromptly remitted to the Administrative Agent; any such amounts received by the
\nAdministrative Agent shall be promptly remitted by the Administrative Agent to
\nthe Lenders that have made their payments pursuant to this paragraph and to the
\nSwingline Lenders, as their interests may appear. The purchase of participations
\nin a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of
\nany default in the payment thereof.<\/p>\n

(d) The Borrower will refinance each Swingline Borrowing with a Revolving
\nBorrowing, or otherwise repay such Swingline Borrowing, together with any
\ninterest accrued thereon, within five Business Days after such Swingline
\nBorrowing is made.<\/p>\n

SECTION 2.06. Funding of Borrowings<\/u>. (a) Each Lender shall make each
\nLoan to be made by it hereunder on the proposed date thereof by wire transfer of
\nimmediately available funds by 12:00 noon, Chicago time (or, in the case of an
\nABR Borrowing Request made after 9:00 a.m., Chicago time, on the date of a
\nproposed Borrowing, three hours after receipt by the Administrative Agent of the
\nBorrowing Request), to the account of the Administrative Agent most recently
\ndesignated by it for such purpose by notice to the Lenders; provided<\/u>
\nthat Swingline Loans shall be made as provided in Section 2.05. The
\nAdministrative Agent will make such Loans available to the Borrower by promptly
\ncrediting the amounts so received, in like funds, to an account of the Borrower
\nmaintained with the Administrative Agent or such other Lender designated by the
\nBorrower as shall be reasonably approved by the Administrative Agent.<\/p>\n

(b) Unless the Administrative Agent shall have received notice from a Lender
\nprior to the proposed date of any Borrowing that such Lender will not make
\navailable to the Administrative Agent such Lender153s share of such Borrowing, the
\nAdministrative Agent may assume that such Lender has made such share available
\non such date in accordance with paragraph (a) of this Section and may, in
\nreliance upon such assumption, make available to the Borrower a corresponding
\namount. In such event, if a Lender has not in fact made its share of the
\napplicable Borrowing available to the Administrative Agent, the Administrative
\nAgent agrees to notify the Borrower of such Lender153s failure to do so and the
\napplicable Lender and the Borrower severally agree to pay to the Administrative
\nAgent forthwith on<\/p>\n

18<\/p>\n

\n

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

SECTION 2.07. Interest Elections<\/u>. (a) Each Revolving Borrowing
\ninitially shall be of the Type specified in the applicable Borrowing Request
\nand, in the case of a Eurodollar Revolving Borrowing, shall have an initial
\nInterest Period as specified in such Borrowing Request. Thereafter, the Borrower
\nmay elect to convert such Borrowing to a different Type or to continue such
\nBorrowing and, in the case of a Eurodollar Revolving Borrowing, may elect
\nInterest Periods therefor, all as provided in this Section. The Borrower may
\nelect different options with respect to different portions of the affected
\nBorrowing, in which case each such portion shall be allocated ratably among the
\nLenders holding the Loans comprising such Borrowing, and the Loans comprising
\neach such portion shall be considered a separate Borrowing. This Section shall
\nnot apply to Swingline Borrowings, which may not be converted or continued.<\/p>\n

(b) To make an election pursuant to this Section, the Borrower shall notify
\nthe Administrative Agent of such election by telephone by the time that a
\nBorrowing Request would be required under Section 2.03 if the Borrower were
\nrequesting a Revolving Borrowing of the Type resulting from such election to be
\nmade on the effective date of such election. Each such telephonic Interest
\nElection Request shall be irrevocable and shall be confirmed promptly by hand
\ndelivery or telecopy to the Administrative Agent of a written Interest Election
\nRequest in the form of Exhibit C hereto or any other form approved by the
\nAdministrative Agent and signed by the Borrower.<\/p>\n

(c) Each telephonic and written Interest Election Request shall specify the
\nfollowing information in compliance with Section 2.02:<\/p>\n

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

(ii) the aggregate principal amount of the requested Borrowing;<\/p>\n

(iii) the effective date of the election made pursuant to such Interest
\nElection Request, which shall be a Business Day;<\/p>\n

(iv) whether the resulting Borrowing is to be an ABR Borrowing or a
\nEurodollar Borrowing; and<\/p>\n

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

If any such Interest Election Request requests a Eurodollar Borrowing but
\ndoes not specify an Interest Period, then the Borrower shall be deemed to have
\nselected an Interest Period of one month153s duration.<\/p>\n

(d) Promptly following receipt of an Interest Election Request, the
\nAdministrative Agent shall advise each Lender of the details thereof and of such
\nLender153s portion of each resulting Borrowing.<\/p>\n

19<\/p>\n

\n

(e) If the Borrower fails to deliver a timely Interest Election Request with
\nrespect to a Eurodollar Revolving Borrowing prior to the end of the Interest
\nPeriod applicable thereto, then, unless such Borrowing is repaid as provided
\nherein, at the end of such Interest Period such Borrowing shall be converted to
\nan ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
\nDefault has occurred and is continuing and the Administrative Agent, at the
\nrequest of the Required Lenders, so notifies the Borrower, then, so long as an
\nEvent of Default is continuing (i) no outstanding Revolving Borrowing may be
\nconverted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
\nEurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end
\nof the Interest Period applicable thereto.<\/p>\n

SECTION 2.08. Termination and Reduction of Commitments<\/u>. (a) Unless
\npreviously terminated, the Commitments shall terminate on the Termination Date.\n<\/p>\n

(b) The Borrower may at any time terminate, or from time to time reduce, the
\nCommitments; provided<\/u> that (i) each reduction of the Commitments shall be
\nin an amount that is an integral multiple of $5,000,000 and not less than
\n$10,000,000 and (ii) any outstanding Loans that would exceed the reduced
\nCommitments must be prepaid together with any payments required under Section
\n2.18.<\/p>\n

(c) The Borrower shall notify the Administrative Agent of any election to
\nterminate or reduce the Commitments under paragraph (b) of this Section at least
\none Business Day prior to the effective date of such termination or reduction,
\nspecifying such election and the effective date thereof. Each notice delivered
\nby the Borrower pursuant to this Section shall be irrevocable; provided<\/u>
\nthat a notice of termination of the Commitments delivered by the Borrower may
\nstate that such notice is conditioned upon the effectiveness of other credit
\nfacilities, in which case such notice may be revoked by the Borrower (by notice
\nto the Administrative Agent on or prior to the specified effective date) if such
\ncondition is not satisfied. Any termination or reduction of the Commitments
\nshall be permanent. Each reduction of the Commitments shall be made ratably
\namong the Lenders in accordance with their respective Commitments.<\/p>\n

SECTION 2.09. Repayment of Borrowings; Evidence of Debt<\/u>. (a) The
\nBorrower hereby unconditionally promises to pay (i) to the Administrative Agent
\nfor the account of each Lender the then unpaid principal amount of each
\nRevolving Loan on the Termination Date and (ii) to each Swingline Lender the
\nthen unpaid principal amount of each Swingline Loan on the earlier of the
\nTermination Date and the fifth Business Day after such Swingline Loan is made;
\nprovided<\/u> that on each day that a Revolving Borrowing is made, the
\nBorrower shall repay such Swingline Loan with the proceeds thereof. Amounts
\nowing by the Borrower in connection with Facility LCs, including, without
\nlimitation, Reimbursement Obligations, shall be paid in accordance with Section
\n2.22.<\/p>\n

(b) Each Lender shall maintain in accordance with its usual practice an
\naccount or accounts evidencing the indebtedness of the Borrower to such Lender
\nresulting from each Loan made by such Lender, including the amounts of principal
\nand interest payable and paid to such Lender from time to time hereunder.<\/p>\n

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

20<\/p>\n

\n

(d) The entries made in the accounts maintained pursuant to paragraph (b) or
\n(c) of this Section shall, absent manifest error, be prima facie evidence of the
\nexistence and amounts of the obligations recorded therein; provided<\/u> that
\nthe failure of any Lender or the Administrative Agent to maintain such accounts
\nor any error therein shall not in any manner affect the obligation of the
\nBorrower to repay the Loans in accordance with the terms of this Agreement.<\/p>\n

(e) Any Lender may request that Loans made by it be evidenced by a promissory
\nnote. In such event, the Borrower shall prepare, execute and deliver to such
\nLender a promissory note payable to the order of such Lender (or, if requested
\nby such Lender, to such Lender and its registered assigns) and in the form of
\nExhibit D hereto or any other form approved by the Administrative Agent.
\nThereafter, the Loans evidenced by such promissory note and interest thereon
\nshall at all times (including after assignment pursuant to Section 8.04) be
\nrepresented by one or more promissory notes in such form payable to the order of
\nthe payee named therein.<\/p>\n

SECTION 2.10. Prepayment of Loans<\/u>. (a) The Borrower shall have the
\nright at any time and from time to time to prepay any Borrowing in whole or in
\npart, subject to prior notice in accordance with paragraph (b) of this Section
\nand to Section 2.18.<\/p>\n

(b) The Borrower shall notify the Administrative Agent by telephone
\n(confirmed by telecopy) of any prepayment hereunder (i) in the case of
\nprepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.,
\nChicago time, three Business Days before the date of prepayment, (ii) in the
\ncase of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.,
\nChicago time, one Business Day before the date of prepayment or (iii) in the
\ncase of prepayment of a Swingline Loan, not later than 11:00 a.m., Chicago time,
\non the date of prepayment. Each such notice shall be irrevocable and shall
\nspecify the prepayment date and the principal amount of each Borrowing or
\nportion thereof to be prepaid; provided<\/u> that, if a notice of prepayment
\nis given in connection with a conditional notice of termination of the
\nCommitments as contemplated by Section 2.08, then such notice of prepayment may
\nbe revoked if such notice of termination is revoked in accordance with Section
\n2.08. Promptly following receipt of any such notice relating to a Revolving
\nBorrowing, the Administrative Agent shall advise the Lenders of the contents
\nthereof. Each partial prepayment of any Revolving Borrowing shall be in an
\namount that would be permitted in the case of an advance of a Revolving
\nBorrowing of the same Type as provided in Section 2.02. Each prepayment of a
\nRevolving Borrowing shall be applied ratably to the Loans included in the
\nprepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to
\nthe extent required by Section 2.12 and (ii) if demanded and required pursuant
\nto Section 2.18, break funding payments. If at any time the sum of the aggregate
\nprincipal amount of all of the Revolving Credit Exposures exceeds the aggregate
\nCommitments, the Borrower shall immediately repay Borrowings or cash
\ncollateralize LC Obligations in an account with the Administrative Agent
\npursuant to Section 2.22(m), as applicable, in an aggregate principal amount
\nsufficient to cause the aggregate principal amount of all Revolving Credit
\nExposures to be less than or equal to the aggregate Commitments.<\/p>\n

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

21<\/p>\n

\n

occur after the date hereof; provided<\/u> that any Facility Fees accruing
\nafter the Termination Date shall be payable on demand. All Facility Fees shall
\nbe computed on the basis of a year of 360 days and shall be payable for the
\nactual number of days elapsed (including the first day but excluding the last
\nday).<\/p>\n

(b) The Borrower agrees to pay to the Administrative Agent, for its own
\naccount, fees payable in the amounts and at the times separately agreed upon
\nbetween the Borrower and the Administrative Agent in the fee letter dated April
\n20, 2012 (the “Administrative Agent Fee Letter<\/u>“).<\/p>\n

(c) The Borrower agrees to pay to each Arranger, for its own account, fees
\npayable in the amounts and at the times separately agreed upon between the
\nBorrower and the Arrangers in the fee letters dated April 20, 2012 (the
\n“Arranger Fee Letters<\/u>“).<\/p>\n

(d) All fees payable hereunder shall be paid on the dates due, in immediately
\navailable funds, to the Administrative Agent for distribution, in the case of
\nFacility Fees, to the Lenders. Fees paid shall not be refundable under any
\ncircumstances.<\/p>\n

SECTION 2.12. Interest<\/u>. (a) The Loans comprising each ABR Revolving
\nBorrowing shall bear interest at the Alternate Base Rate plus the Revolving Loan
\nMargin.<\/p>\n

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the
\nLIBO Rate for the Interest Period in effect for such Borrowing plus the
\nRevolving Loan Margin.<\/p>\n

(c) Swingline Loans shall bear interest at the Alternate Base Rate plus the
\nRevolving Loan Margin.<\/p>\n

(d) Notwithstanding the foregoing, if any principal of or interest on any
\nLoan, any Reimbursement Obligation, or any fee or other amount payable by the
\nBorrower hereunder is not paid when due, whether at stated maturity, upon
\nacceleration or otherwise, such overdue amount shall bear interest, after as
\nwell as before judgment, at a rate per annum equal to (i) in the case of overdue
\nprincipal of any Loan, 2% plus the rate otherwise applicable to such Loan as
\nprovided in the preceding paragraphs of this Section, (ii) in the case of LC
\nFees, such LC Fees shall be increased by 2% per annum during the period any such
\nfees are not paid when due or (iii) in the case of any other amount, the rate
\napplicable to ABR Loans as provided in paragraph (a) of this Section;
\nprovided<\/u>, however<\/u>, that interest shall only accrue under this
\nparagraph (d) on the amount of any overdue interest payment if such interest
\npayment default continues beyond the five Business Day cure period set forth in
\nSection 6.01(a); provided<\/u>, further<\/u>, if such interest payment
\ndefault is not cured by the end of the applicable five Business Day cure period,
\nthen interest shall accrue on such overdue interest payment under this paragraph
\n(d) beginning on the date on which such payment was initially due and not made
\nand ending on the date on which such payment is received by the Administrative
\nAgent.<\/p>\n

(e) Accrued interest on each Loan shall be payable in arrears on each
\nInterest Payment Date for such Loan and, in the case of Revolving Loans and
\nSwingline Loans, upon the termination of the Commitments and the repayment of
\nsuch Loans; provided<\/u> that (i) interest accrued pursuant to paragraph (d)
\nof this Section shall be payable on demand, (ii) in the event of any repayment
\nor prepayment of any Loan (other than a prepayment of an ABR Revolving Loan
\nprior to the end of the Availability Period), accrued interest on the principal
\namount repaid or prepaid shall be payable on the date of such repayment or
\nprepayment and (iii) in the event of any conversion of any Eurodollar Revolving
\nLoan prior to the end of the current Interest Period therefor, accrued interest
\non the principal balance of the Loan so converted shall be payable on the
\neffective date of such conversion.<\/p>\n

22<\/p>\n

\n

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

SECTION 2.13. Payments Generally; Pro Rata Treatment; Sharing of
\nSet-offs<\/u>. (a) The Borrower shall make each payment required to be made by it
\nhereunder (whether of principal, interest or fees, or of amounts payable under
\nSection 2.14, 2.18 or 2.20, or otherwise) prior to 12:00 noon, Chicago time, on
\nthe date when due, in immediately available funds, without set-off or
\ncounterclaim. Any amounts received after such time on any date may, in the
\ndiscretion of the Administrative Agent, be deemed to have been received on the
\nnext succeeding Business Day for purposes of calculating interest and all fees
\nthereon. All such payments shall be made to the Administrative Agent at its
\noffices at 901 Main Street, Dallas, Texas 75202-3714, except that payments
\npursuant to Section 2.14, 2.18, 2.20 and 8.03 shall be made directly to the
\nPersons entitled thereto and except that payments of Swingline Loans shall be
\nmade directly to the Swingline Lenders as expressly provided herein. The
\nAdministrative Agent shall distribute any such payments received by it for the
\naccount of any other Person to the appropriate recipient promptly following
\nreceipt thereof. If any payment hereunder shall be due on a day that is not a
\nBusiness Day, the date for payment shall be extended to the next succeeding
\nBusiness Day, and, in the case of any payment accruing interest, interest
\nthereon shall be payable for the period of such extension. All payments
\nhereunder of principal or interest in respect of any Loan, and all other
\npayments hereunder and under each other loan document delivered in connection
\nherewith, shall be made in dollars. Any payment required to be made by the
\nAdministrative Agent hereunder shall be deemed to have been made by the time
\nrequired if the Administrative Agent shall, at or before such time, have taken
\nthe necessary steps to make such payments in accordance with the regulations or
\noperating procedures of the clearing or settlement system used by the
\nAdministrative Agent to make such payment.<\/p>\n

(b) If any Lender, including, without limitation, any LC Issuer, shall, by
\nexercising any right of set-off or counterclaim or otherwise, obtain payment in
\nrespect of any principal of, interest on or other amounts owing in connection
\nwith any of its Revolving Loans, participations in Swingline Loans or
\nparticipations in Facility LCs resulting in such Lender receiving payment of a
\ngreater proportion of the aggregate amount of its Revolving Loans,
\nparticipations in Swingline Loans, participations in Facility LCs and any
\naccrued interest thereon than the proportion received by any other Lender, then
\nthe Lender receiving such greater proportion shall purchase (for cash at face
\nvalue) participations in the Revolving Loans, Swingline Loans and Facility LCs
\nof other Lenders to the extent necessary so that the benefit of all such
\npayments shall be shared by the Lenders ratably in accordance with the aggregate
\namount of principal of and accrued interest on their respective Revolving Loans,
\nparticipations in Swingline Loans and participations in Facility LCs;
\nprovided<\/u> that (i) if any such participations are purchased and all or any
\nportion of the payment giving rise thereto is recovered, such participations
\nshall be rescinded and the purchase price restored to the extent of such
\nrecovery, without interest, and (ii) the provisions of this paragraph shall not
\nbe construed to apply to any payment made by the Borrower pursuant to and in
\naccordance with the express terms of this Agreement or any payment obtained by a
\nLender as consideration for the assignment of or sale of a participation in any
\nof its Loans and Facility LCs to any assignee or participant, other than to the
\nBorrower or any Subsidiary or Affiliate thereof (as to which the provisions of
\nthis paragraph shall apply). The Borrower consents to the foregoing and agrees,
\nto the extent it may effectively do so under applicable law, that any Lender
\nacquiring a participation pursuant to the foregoing arrangements may exercise
\nagainst the Borrower rights of set-off and counterclaim with respect to such
\nparticipation as fully as if such Lender were a direct creditor of the Borrower
\nin the amount of such participation.<\/p>\n

23<\/p>\n

\n

(c) Unless the Administrative Agent shall have received notice from the
\nBorrower prior to the date on which any payment is due to the Administrative
\nAgent for the account of the Lenders hereunder that the Borrower will not make
\nsuch payment, the Administrative Agent may assume that the Borrower has made
\nsuch payment on such date in accordance herewith and may, in reliance upon such
\nassumption, distribute to the Lenders the amount due. In such event, if the
\nBorrower has not in fact made such payment, then each of the Lenders severally
\nagrees to repay to the Administrative Agent forthwith on demand the amount so
\ndistributed to such Lender with interest thereon, for each day from and
\nincluding the date such amount is distributed to it to but excluding the date of
\npayment to the Administrative Agent, at the greater of the Federal Funds Rate
\nand a rate determined by the Administrative Agent in accordance with banking
\nindustry rules on interbank compensation.<\/p>\n

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

SECTION 2.14. Increased Costs<\/u>.<\/p>\n

(a) Increased Costs Generally<\/u>. If any Change in Law shall:<\/p>\n

(i) impose, modify or deem applicable any reserve, special deposit,
\ncompulsory loan, insurance charge or similar requirement against assets of,
\ndeposits with or for the account of, or credit extended or participated in by,
\nany Lender (except any reserve requirement reflected in the LIBO Rate) or any LC
\nIssuer;<\/p>\n

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes,
\n(B) Taxes described in clauses (b) through (d) of the definition of Excluded
\nTaxes and (C) Connection Income Taxes) on its loans, loan principal, letters of
\ncredit, commitments, or other obligations, or its deposits, reserves, other
\nliabilities or capital attributable thereto; or<\/p>\n

(iii) impose on any Lender or any LC Issuer or the London interbank market
\nany other condition, cost or expense affecting this Agreement or Loans made by
\nsuch Lender or any Facility LC or participation therein;<\/p>\n

and the result of any of the foregoing shall be to increase the cost to the
\nAdministrative Agent or such Lender of making or maintaining any Loan (or of
\nmaintaining its obligation to make any such Loan), or to increase the cost to
\nthe Administrative Agent, such Lender or such LC Issuer of participating in,
\nissuing or maintaining any Facility LC (or of maintaining its obligation to
\nparticipate in or to issue any Facility LC), or to reduce the amount of any sum
\nreceived or receivable by the Administrative Agent, such Lender or such LC
\nIssuer hereunder (whether of principal, interest or any other amount) then, upon
\nrequest of the Administrative Agent, such Lender or such LC Issuer, the Borrower
\nwill pay to the Administrative Agent, such Lender or such LC Issuer, as the case
\nmay be, such additional amount or amounts as will compensate the Administrative
\nAgent, such Lender or such LC Issuer, as the case may be, for such additional
\ncosts incurred or reduction suffered.<\/p>\n

(b) Capital Requirements<\/u>. If any Lender or any LC Issuer determines
\nthat any Change in Law affecting such Lender or such LC Issuer or any Lending
\nOffice of such Lender or such Lender153s or such LC Issuer153s holding company, if
\nany, regarding capital or liquidity requirements has or would have the effect of
\nreducing the rate of return on such Lender153s or such LC Issuer153s capital or on
\nthe capital of such Lender153s or such LC Issuer153s holding company, if any, as a
\nconsequence of this Agreement, the Commitments of such Lender or the Loans made
\nby, or participations in Facility LCs or Swingline Loans<\/p>\n

24<\/p>\n

\n

held by, such Lender, or the Facility LCs issued by such LC Issuer, to a
\nlevel below that which such Lender or such LC Issuer or such Lender153s or such LC
\nIssuer153s holding company could have achieved but for such Change in Law (taking
\ninto consideration such Lender153s or such LC Issuer153s policies and the policies
\nof such Lender153s or such LC Issuer153s holding company with respect to capital
\nadequacy and liquidity), then from time to time the Borrower will pay to such
\nLender or such LC Issuer, as the case may be, such additional amount or amounts
\nas will compensate such Lender or such LC Issuer or such Lender153s or such LC
\nIssuer153s holding company for any such reduction suffered.<\/p>\n

(c) Certificates for Reimbursement<\/u>. A certificate of a Lender or an LC
\nIssuer setting forth the amount or amounts necessary to compensate such Lender
\nor such LC Issuer or its holding company, as the case may be, as specified in
\nsubsection (a) or (b) of this Section and delivered to the Borrower shall be
\nconclusive absent manifest error. The Borrower shall pay such Lender or such LC
\nIssuer, as the case may be, the amount shown as due on any such certificate
\nwithin 10 days after receipt thereof.<\/p>\n

(d) Delay in Requests<\/u>. Failure or delay on the part of any Lender or
\nany LC Issuer to demand compensation pursuant to the foregoing provisions of
\nthis Section 2.14 shall not constitute a waiver of such Lender153s or such LC
\nIssuer153s right to demand such compensation, provided<\/u> that the Borrower
\nshall not be required to compensate a Lender or an LC Issuer pursuant to the
\nforegoing provisions of this Section for any increased costs incurred or
\nreductions suffered more than nine months prior to the date that such Lender or
\nsuch LC Issuer, as the case may be, notifies the Borrower of the Change in Law
\ngiving rise to such increased costs or reductions and of such Lender153s or such
\nLC Issuer153s intention to claim compensation therefor (except that, if the Change
\nin Law giving rise to such increased costs or reductions is retroactive, then
\nthe nine-month period referred to above shall be extended to include the period
\nof retroactive effect thereof).<\/p>\n

SECTION 2.15. Basis for Determining Interest Rate for Eurodollar Loans If
\nInadequate or Unfair<\/u>. If at any time with respect to the Loans:<\/p>\n

(a) the Administrative Agent determines (which determination shall be binding
\nand conclusive on all parties) that by reason of circumstances affecting the
\ninterbank market arising after the date of this Agreement adequate and
\nreasonable means do not exist for ascertaining the LIBO Rate, or<\/p>\n

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

then, the Administrative Agent shall give notice thereof to the Borrower and
\nthe Lenders by telecopy or telephone (confirmed by telecopy) as promptly as
\npracticable thereafter and, until the Administrative Agent notifies the Borrower
\nand the applicable Lenders that the circumstances giving rise to such notice no
\nlonger exist, (i) any Interest Election Request that requests the conversion of
\nany Borrowing to, or continuation of, any Borrowing as a Eurodollar Borrowing
\nshall be ineffective, and any Eurodollar Borrowing that is requested to be
\ncontinued shall be converted into an ABR Borrowing on the last day of the then
\ncurrent Interest Period applicable thereto, and (ii) any request for a
\nEurodollar Borrowing shall be deemed a request for an ABR Borrowing. If
\ncircumstances subsequently change so that the conditions specified in paragraph
\n(a) or (b) above no longer exist, the Administrative Agent (in the case of
\nparagraph (a)) or the specified Lenders (in the case of paragraph (b)) shall
\nnotify the Borrower of the reinstated interest rate of the LIBO Rate plus the
\nRevolving Loan Margin.<\/p>\n

25<\/p>\n

\n

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

SECTION 2.17. Substitution of Lenders<\/u>. If (i) the obligation of any
\nLender to make Loans has been suspended pursuant to Section 2.16, (ii) any
\nLender (including, without limitation, throughout this Section 2.17, any LC
\nIssuer) has demanded compensation under Section 2.14 or (iii) any Lender becomes
\na Defaulting Lender, the Borrower, provided<\/u> no Event of Default exists
\nunder paragraph (a) or (c) of Section 6.01, shall have the right to substitute a
\nbank or banks (which may be one or more of the Lenders) reasonably satisfactory
\nto the Administrative Agent to purchase such Lender153s Loans and participations
\nin Facility LCs, subject to the indemnity provisions of Section 2.18, and to
\nassume the Commitment of such Lender. Upon such purchase and assumption of such
\nsubstituted bank or banks, the obligations of such Lender hereunder shall be
\ndischarged and such Lender shall cease to be obligated to make further Loans and
\nsuch Lender153s Commitment shall be reduced to zero.<\/p>\n

SECTION 2.18. Funding Indemnification<\/u>. If: (a) any payment of a Loan
\noccurs on a date which is not the last day of the applicable Interest Period,
\nwhether because of acceleration, prepayment or otherwise, including, without
\nlimitation, pursuant to any reduction of the Commitments; or (b) any prepayment
\nof any Loan required to be made pursuant to this Agreement, including, without
\nlimitation, pursuant to Section 2.16, is not made on the date specified by the
\nBorrower for any reason; or (c) any Loan is not made or converted on the date
\nspecified by the Borrower for any reason, other than default by one or more of
\nthe Lenders; the Borrower will indemnify each Lender, upon demand (which demand
\nshall be accompanied by a statement setting forth the basis for the calculations
\nof the amount being claimed) for all losses incurred by each such Lender
\nresulting therefrom, including, without limitation, any costs in liquidating or
\nemploying deposits acquired to fund or maintain such Loan. For this purpose, all
\nnotices to the Administrative Agent pursuant to this Agreement with respect to
\nborrowings, repayments and commitment reductions shall be deemed to be
\nirrevocable.<\/p>\n

SECTION 2.19. [Intentionally Omitted].<\/p>\n

SECTION 2.20. Taxes<\/u>.<\/p>\n

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

26<\/p>\n

\n

(b) Payment of Other Taxes by the Borrower<\/u>. The Borrower shall timely
\npay to the relevant Governmental Authority in accordance with applicable law, or
\nat the option of the Administrative Agent timely reimburse it for the payment
\nof, any Other Taxes.<\/p>\n

(c) Indemnification by the Borrower<\/u>. The Borrower shall indemnify each
\nRecipient, within 10 days after demand therefor, for the full amount of any
\nIndemnified Taxes (including Indemnified Taxes imposed or asserted on or
\nattributable to amounts payable under this Section 2.20) paid by such Recipient
\nor required to be withheld or deducted from a payment to such Recipient and any
\npenalties, interest and reasonable expenses arising therefrom or with respect
\nthereto, whether or not such Indemnified Taxes were correctly or legally imposed
\nor asserted by the relevant Governmental Authority. A certificate as to the
\namount of such payment or liability delivered to the Borrower by a Lender or an
\nLC Issuer (with a copy to the Administrative Agent), or by the Administrative
\nAgent on its own behalf or on behalf of a Lender or an LC Issuer, shall be
\nconclusive absent manifest error.<\/p>\n

(d) Indemnification by the Lenders and the LC Issuers<\/u>. Each Lender and
\neach LC Issuer shall severally indemnify the Administrative Agent, within 10
\ndays after demand therefor, for (i) any Indemnified Taxes attributable to such
\nLender or such LC Issuer (but only to the extent that the Borrower has not
\nalready indemnified the Administrative Agent for such Indemnified Taxes and
\nwithout limiting the obligation of the Borrower to do so), (ii) any Taxes
\nattributable to such Lender153s failure to comply with the provisions of Section
\n8.04(e) relating to the maintenance of a Participant Register and (iii) any
\nExcluded Taxes attributable to such Lender or such LC Issuer, in each case, that
\nare payable or paid by the Administrative Agent in connection with this
\nAgreement, and any reasonable expenses arising therefrom or with respect
\nthereto, whether or not such Taxes were correctly or legally imposed or asserted
\nby the relevant Governmental Authority. A certificate as to the amount of such
\npayment or liability delivered to any Lender by the Administrative Agent shall
\nbe conclusive absent manifest error. Each Lender and each LC Issuer hereby
\nauthorizes the Administrative Agent to set off and apply any and all amounts at
\nany time owing to such Lender or such LC Issuer, as the case may be, under this
\nAgreement or otherwise payable by the Administrative Agent to the Lender from
\nany other source against any amount due to the Administrative Agent under this
\nparagraph (d).<\/p>\n

(e) Evidence of Payments<\/u>. As soon as practicable after any payment of
\nTaxes by the Borrower to a Governmental Authority pursuant to this Section 2.20,
\nthe Borrower shall deliver to the Administrative Agent the original or a
\ncertified copy of a receipt issued by such Governmental Authority evidencing
\nsuch payment, a copy of the return reporting such payment or other evidence of
\nsuch payment reasonably satisfactory to the Administrative Agent.<\/p>\n

(f) Status of Lenders<\/u>. (i) Any Lender that is entitled to an exemption
\nfrom or reduction of withholding Tax with respect to payments made under this
\nAgreement shall deliver to the Borrower and the Administrative Agent, at the
\ntime or times reasonably requested by the Borrower or the Administrative Agent,
\nsuch properly completed and executed documentation reasonably requested by the
\nBorrower or the Administrative Agent as will permit such payments to be made
\nwithout withholding or at a reduced rate of withholding. In addition, any
\nLender, if reasonably requested by the Borrower or the Administrative Agent,
\nshall deliver such other documentation prescribed by applicable law or
\nreasonably requested by the Borrower or the Administrative Agent as will enable
\nthe Borrower or the Administrative Agent to determine whether or not such Lender
\nis subject to backup withholding or information reporting requirements.
\nNotwithstanding anything to the contrary in the preceding two sentences, the
\ncompletion, execution and submission of such documentation (other than such
\ndocumentation set forth in Section 2.20(f)(ii)(A), (ii)(B) and (ii)(D) below)
\nshall not be required if in the Lender153s reasonable judgment such completion,
\nexecution or submission would subject such Lender to any material unreimbursed
\ncost or expense or would materially prejudice the legal or commercial position
\nof such Lender.<\/p>\n

27<\/p>\n

\n

(ii) Without limiting the generality of the foregoing,<\/p>\n

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the
\nAdministrative Agent (in such number of copies as shall be reasonably requested
\nby the recipient) on or prior to the date on which such Lender becomes a Lender
\nunder this Agreement (and from time to time thereafter upon the reasonable
\nrequest of the Borrower or the Administrative Agent), duly executed originals of
\nIRS Form W-9 or successor form certifying that such Lender is exempt from U.S.
\nfederal backup withholding tax;<\/p>\n

(B) any Foreign Lender shall, to the extent it is legally entitled to do so,
\ndeliver to the Borrower and the Administrative Agent (in such number of copies
\nas shall be requested by the recipient) on or prior to the date on which such
\nForeign Lender becomes a Lender under this Agreement (and from time to time
\nthereafter upon the reasonable request of the Borrower or the Administrative
\nAgent), whichever of the following is applicable:<\/p>\n

(i) in the case of a Foreign Lender claiming the benefits of an income tax
\ntreaty to which the United States is a party (x) with respect to payments of
\ninterest under this Agreement, executed originals of IRS Form W-8BEN
\nestablishing an exemption from, or reduction of, U.S. federal withholding Tax
\npursuant to the “interest” article of such tax treaty, (y) with respect to any
\nother applicable payments under this Agreement, IRS Form W-8BEN establishing an
\nexemption from, or reduction of, U.S. federal withholding Tax pursuant to the
\n“business profits” or “other income” article of such tax treaty and (z) with
\nrespect to payments of interest or any other applicable payments under this
\nAgreement, executed originals of IRS Form W-8BEN establishing an exemption from,
\nor reduction of, U.S. federal withholding Tax pursuant to any other applicable
\narticle of such tax treaty;<\/p>\n

(ii) duly executed originals of IRS Form W-8ECI;<\/p>\n

(iii) in the case of a Foreign Lender claiming the benefits of the exemption
\nfor portfolio interest under Section 881(c) of the Code, (x) a certificate
\nsubstantially in the form of Exhibit F-1<\/u> to the effect that such Foreign
\nLender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a
\n“10 percent shareholder” of the Borrower within the meaning of Section
\n881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in
\nSection 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate<\/u>“)
\nand (y) executed originals of IRS Form W-8BEN; or<\/p>\n

(iv) to the extent a Foreign Lender is not the beneficial owner, executed
\noriginals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a
\nU.S. Tax Compliance Certificate substantially in the form of Exhibit F-2<\/u>
\nor Exhibit F-3<\/u>, IRS Form W-9, and\/or other certification documents from
\neach beneficial owner, as may be required; provided<\/u> that if the Foreign
\nLender is a partnership and one or more direct or indirect partners of such
\nForeign Lender are claiming the portfolio interest exemption, such Foreign
\nLender may provide a U.S. Tax Compliance Certificate substantially in the form
\nof Exhibit F-4<\/u> on behalf of each such direct and indirect partner;<\/p>\n

28<\/p>\n

\n

(C) any Foreign Lender shall, to the extent it is legally entitled to do so,
\ndeliver to the Borrower and the Administrative Agent (in such number of copies
\nas shall be requested by the recipient) on or prior to the date on which such
\nForeign Lender becomes a Lender under this Agreement (and from time to time
\nthereafter upon the reasonable request of the Borrower or the Administrative
\nAgent), executed originals of any other form prescribed by applicable law as a
\nbasis for claiming exemption from or a reduction in U.S. federal withholding
\nTax, duly completed, together with such supplementary documentation as may be
\nprescribed by applicable law to permit the Borrower or the Administrative Agent
\nto determine the withholding or deduction required to be made; and<\/p>\n

(D) if a payment made to a Lender under this Agreement would be subject to
\nU.S. federal withholding Tax imposed by FATCA if such Lender were to fail to
\ncomply with the applicable reporting requirements of FATCA (including those
\ncontained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender
\nshall deliver to the Borrower and the Administrative Agent at the time or times
\nprescribed by law and at such time or times reasonably requested by the Borrower
\nor the Administrative Agent such documentation prescribed by applicable law
\n(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
\nadditional documentation reasonably requested by the Borrower or the
\nAdministrative Agent as may be necessary for the Borrower and the Administrative
\nAgent to comply with their obligations under FATCA and to determine that such
\nLender has complied with such Lender153s obligations under FATCA or to determine
\nthe amount to deduct and withhold from such payment. Solely for purposes of this
\nclause (D), “FATCA” shall include any amendments made to FATCA after the date of
\nthis Agreement.<\/p>\n

(iii) Each Lender agrees that if any form or certification it previously
\ndelivered expires or becomes obsolete or inaccurate in any respect, it shall
\nupdate such form or certification or promptly notify the Borrower and the
\nAdministrative Agent in writing of its legal inability to do so.<\/p>\n

(g) Any Lender or the Administrative Agent requesting compensation under this
\nSection 2.20 shall use its reasonable efforts to notify the Borrower and the
\nAdministrative Agent in writing of any Change in Law, policy, rule, guideline or
\ndirective giving rise to such demand for compensation not more than 60 days
\nfollowing the date upon which the responsible account officer for such Lender
\nknows or should have known of such change. Such written demand shall be
\nrebuttably presumed correct for all purposes. If any Lender or the
\nAdministrative Agent demands compensation under this Section 2.20 more than 60
\ndays following the date upon which a responsible account officer for such Lender
\nor the Administrative Agent knows or should have known that Taxes or Other Taxes
\nhave begun to accrue with respect to which such Lender or the Administrative
\nAgent is entitled to compensation under this Section 2.20, then any Taxes or
\nOther Taxes attributable to the period prior to the 60 day period prior to the
\ndate on which such Lender or the Administrative Agent provided such notice and
\ndemand for compensation shall be excluded from the indemnity obligations of the
\nBorrower under this Section 2.20.<\/p>\n

(h) Treatment of Certain Refunds<\/u>. If any party determines, in its sole
\ndiscretion exercised in good faith, that it has received a refund of any Taxes
\nas to which it has been indemnified pursuant to this Section 2.20 (including by
\nthe payment of additional amounts pursuant to this Section 2.20), it shall pay
\nto the indemnifying party an amount equal to such refund (but only to the extent
\nof indemnity payments made under this Section with respect to the Taxes giving
\nrise to such refund), net of all out-of-pocket expenses (including Taxes) of
\nsuch indemnified party and without interest (other than any interest paid by the
\nrelevant Governmental Authority with respect to such refund). Such indemnifying
\nparty, upon the request of such indemnified party, shall repay to such
\nindemnified party the<\/p>\n

29<\/p>\n

\n

amount paid over pursuant to this paragraph (h) (plus any penalties, interest
\nor other charges imposed by the relevant Governmental Authority) in the event
\nthat such indemnified party is required to repay such refund to such
\nGovernmental Authority. Notwithstanding anything to the contrary in this
\nparagraph (h), in no event will the indemnified party be required to pay any
\namount to an indemnifying party pursuant to this paragraph (h) the payment of
\nwhich would place the indemnified party in a less favorable net after-Tax
\nposition than the indemnified party would have been in if the indemnification
\npayments or additional amounts giving rise to such refund had never been paid.
\nThis paragraph shall not be construed to require any indemnified party to make
\navailable its Tax returns (or any other information relating to its Taxes that
\nit deems confidential) to the indemnifying party or any other Person.<\/p>\n

(i) Survival<\/u>. Each party153s obligations under this Section 2.20 shall
\nsurvive the resignation or replacement of the Administrative Agent or any
\nassignment of rights by, or the replacement of, a Lender or an LC Issuer, the
\ntermination of the Commitments and the repayment, satisfaction or discharge of
\nall the Obligations.<\/p>\n

SECTION 2.21. [Intentionally Omitted].<\/p>\n

SECTION 2.22. Facility LCs<\/u>.<\/p>\n

(a) Issuance<\/u>. (i) Each LC Issuer hereby agrees, on the terms and
\nconditions set forth in this Agreement, to issue standby and commercial letters
\nof credit denominated solely in dollars (each, including the Existing Facility
\nLCs, a “Facility LC<\/u>“), to renew, extend, increase, decrease or otherwise
\nmodify each Facility LC (“Modify<\/u>,” and each such action, a
\n“Modification<\/u>“) and to honor drawings under Facility LCs, from time to
\ntime during the Availability Period upon the request of the Borrower, provided
\nthat immediately after each such Facility LC is issued or Modified or drawn
\nupon, (x) the aggregate amount of the outstanding LC Obligations shall not
\nexceed $100,000,000, (y) the Revolving Credit Exposure of any Lender shall not
\nexceed the Commitment of such Lender and (z) the aggregate of the Revolving
\nCredit Exposures of all the Lenders shall not exceed the aggregate of the
\nCommitments. Each request by the Borrower for the issuance or amendment of a
\nFacility LC shall be deemed to be a representation by the Borrower that the
\nFacility LC or Modification or drawing so requested complies with the conditions
\nset forth in the proviso to the preceding sentence. Other than as permitted
\nunder Section 2.22(a)(ii) or 2.22(m), no Facility LC shall have an expiry date
\nlater than the date that is (x) twelve (12) months after the date issuance or
\nlast extension of such Facility LC (unless the Required Lenders have approved
\nsuch an expiry date) and (y) the fifth Business Day prior to the Termination
\nDate; provided<\/em>, that any Facility LC may (1) provide for renewal
\nthereof for additional periods of up to twelve (12) months (which in no event
\nshall extend beyond the date referred to in the preceding sentence) and (2) have
\na later expiry date (but in no event later than the date that is one year after
\nthe Termination Date) if cash collateralized on terms reasonably satisfactory to
\nthe Administrative Agent and the relevant LC Issuer and in an amount equal to
\n105% of the face amount thereof no later than fifteen (15) days prior to the
\nTermination Date. Within the foregoing limits, and subject to the terms and
\nconditions hereof, the Borrower153s ability to obtain Facility LCs shall be fully
\nrevolving, and accordingly the Borrower may, during the foregoing period, obtain
\nFacility LCs to replace Facility LCs that have expired or that have been drawn
\nupon and reimbursed. The letters of credit identified on Schedule 2.22 (the
\n“Existing Facility LCs<\/u>“) shall be deemed to have been issued pursuant
\nhereto as of the Availability Date, and from and after the Availability Date
\nshall be subject to and governed by the terms and conditions hereof.<\/p>\n

(ii) If the Borrower so requests in any applicable Facility LC Application,
\neach LC Issuer may, in its sole discretion, agree to issue a Facility LC that
\nhas automatic extension provisions (each, an “Auto-Extension Facility
\nLC<\/u>“); provided<\/u> that any such Auto-Extension Facility LC must permit
\nsuch LC Issuer to prevent any such extension at least once in each twelve-month
\nperiod (commencing with the date of issuance of such Facility LC) by giving
\nprior notice to the beneficiary thereof not later than a day<\/p>\n

30<\/p>\n

\n

(the “Non-Extension Notice Date<\/u>“) in each such twelve-month period to
\nbe agreed upon at the time such Facility LC is issued. Unless otherwise directed
\nby the applicable LC Issuer, the Borrower shall not be required to make a
\nspecific request to such LC Issuer for any such extension. Once an
\nAuto-Extension Facility LC has been issued, the Lenders shall be deemed to have
\nauthorized (but may not require) the applicable LC Issuer to permit the
\nextension of such Facility LC at any time to an expiry date not later than the
\ndate specified in Section 2.22(a)(i); provided<\/u>, however<\/u>, that such
\nLC Issuer shall not permit any such extension if (A) such LC Issuer has
\ndetermined that it would not be permitted, or would have no obligation, at such
\ntime to issue such Facility in its revised form (as extended) under the terms
\nhereof (by reason of the provisions of Section 2.22(a)(i) or (ii) (or otherwise)
\nor (B) it has received notice (which may be by telephone or in writing) on or
\nbefore the day that is seven Business Days before the Non-Extension Notice Date
\n(1) from the Administrative Agent that the Required Lenders have elected not to
\npermit such extension or (2) from the Administrative Agent, any Lender or the
\nBorrower that one or more of the applicable conditions specified in Section 4.03
\nis not then satisfied, and in each such case directing such LC Issuer not to
\npermit such extension.<\/p>\n

(iii) No LC Issuer shall be required to issue any Facility LC if (x) any
\norder, judgment or decree of any Governmental Authority or arbitrator shall by
\nits terms purport to enjoin or restrain such LC Issuer from issuing such
\nFacility LC, or any Law applicable to such LC Issuer or any request or directive
\n(whether or not having the force of law) from any Governmental Authority with
\njurisdiction over such LC Issuer shall prohibit the issuance of letters of
\ncredit generally or such Facility LC in particular or shall impose upon such LC
\nIssuer with respect to such Facility LC any restriction, reserve or capital
\nrequirement (for which such LC Issuer is not otherwise compensated hereunder)
\nnot in effect on the Effective Date, or shall impose upon such LC Issuer any
\nunreimbursed loss, cost or expense which was not applicable on the Effective
\nDate and which such LC Issuer in good faith deems material to it and (y) any
\nLender is at that time a Defaulting Lender, unless such LC Issuer has entered
\ninto arrangements, including the delivery of cash collateral, satisfactory to
\nsuch LC Issuer (in its sole discretion) with the Borrower or such Lender to
\neliminate such LC Issuer153s actual or potential Fronting Exposure (after giving
\neffect to Section 2.25(a)(iv)) with respect to the Defaulting Lender arising
\nfrom either the Facility LC then proposed to be issued or that Facility LC and
\nall other LC Obligations as to which such LC Issuer has actual or potential
\nFronting Exposure, as it may elect in its sole discretion. No LC Issuer shall be
\nunder any obligation to Modify any Facility LC if (x) such LC Issuer would have
\nno obligation at such time to issue such Facility LC in its amended form under
\nthe terms hereof or (y) the beneficiary of such Facility LC does not accept the
\nproposed Modification to such Facility LC. No LC Issuer shall act on behalf of
\nthe Lenders with respect to any Facility LC issued by it and the documents
\nassociated therewith, and each LC Issuer shall have all of the benefits and
\nimmunities (x) provided to the Administrative Agent in Article VII with respect
\nto any acts taken or omissions suffered by such LC Issuer in connection with
\nFacility LCs issued by it or proposed to be issued by it and Facility LC
\nApplications pertaining to such Facility LCs as fully as if the term
\n“Administrative Agent” as used in Article VII included such LC Issuer with
\nrespect to such acts or omissions and (y) as additionally provided herein with
\nrespect to the LC Issuers.<\/p>\n

(b) Participations<\/u>. Upon the issuance or Modification by an LC Issuer
\nof a Facility LC in accordance with this Section 2.22, such LC Issuer shall be
\ndeemed, without further action by any party hereto, to have unconditionally and
\nirrevocably sold to each Lender, and each Lender severally agrees, and shall be
\ndeemed, without further action by any party hereto, to have unconditionally and
\nirrevocably purchased from such LC Issuer, a risk participation in such Facility
\nLC (and each Modification thereof) and the related LC Obligations in proportion
\nto its Applicable Percentage.<\/p>\n

(c) Notice<\/u>. Subject to Section 2.22(a), the Borrower shall give the
\napplicable LC Issuer and the Administrative Agent notice in the form of a
\nFacility LC Application prior to 10:00 a.m. (Chicago time) at least three
\nBusiness Days prior to the proposed date of issuance or Modification of the
\napplicable<\/p>\n

31<\/p>\n

\n

Facility LC, or in each case such shorter period as may be agreed to by the
\napplicable LC Issuer and the Administrative Agent, in any particular instance
\nspecifying the name and address of the beneficiary, the proposed date of
\nissuance (or Modification) (which shall be a Business Day), the expiry date of
\nsuch Facility LC, the amount of such Facility LC, the documents to be presented
\nby such beneficiary in case of any drawing thereunder, the full text of any
\ncertificate to be presented by such beneficiary in case of any drawing
\nthereunder, the purpose and nature of the requested Facility LC, the nature of
\nthe proposed Modification (in the case of a Modification) and such other
\ninformation as shall be necessary to prepare such Facility LC or as the
\napplicable LC Issuer may require. Upon receipt of such notice, (i) the
\napplicable LC Issuer will confirm with the Administrative Agent (by telephone or
\nin writing) that the Administrative Agent has received a copy of such Facility
\nLC Application from the Borrower and, if not, such LC Issuer will provide the
\nAdministrative Agent with a copy thereof and (ii) the Administrative Agent shall
\npromptly notify each Lender, of the contents thereof and of the amount of such
\nLender153s participation in such proposed Facility LC. The issuance or
\nModification by the applicable LC Issuer of a Facility LC shall, in addition to
\nthe conditions precedent set forth in Article IV (the satisfaction of which the
\napplicable LC Issuer shall have no duty to ascertain), be subject to the
\nconditions precedent that such Facility LC shall be reasonably satisfactory to
\nthe applicable LC Issuer and that a Responsible Officer shall have executed and
\ndelivered such applicable agreement and\/or such other instruments and agreements
\nrelating to such Facility LC as the applicable LC Issuer or the Administrative
\nAgent shall have reasonably requested (each, a “Facility LC
\nApplication<\/u>“). Unless the applicable LC Issuer has received written notice
\nfrom any Lender, the Administrative Agent or the Borrower, at least one Business
\nDay prior to the requested date of issuance or Modification of the applicable
\nFacility LC, that one or more applicable conditions contained in Article IV
\nshall not then be satisfied, then, subject to the terms and conditions hereof,
\nsuch LC Issuer shall, on the requested date, issue a Facility LC for the account
\nof the Borrower or enter into the applicable Modification, as the case may be,
\nin each case in accordance with such LC Issuer153s usual and customary business
\npractices. In the event of any conflict between the terms of this Agreement and
\nthe terms of any Facility LC Application, the terms of this Agreement shall
\ncontrol.<\/p>\n

(d) LC Fees<\/u>. The Borrower shall pay to the Administrative Agent, for
\nthe account of the Lenders ratably in accordance with their respective
\nApplicable Percentages, with respect to each Facility LC, a letter of credit
\nparticipation fee (the “LC Participation Fee<\/u>“), which shall accrue at the
\nLC Participation Fee Rate on the daily stated amounts of all outstanding
\nFacility LCs. Accrued LC Participation Fees shall be payable in arrears on each
\nInterest Payment Date. The Borrower shall also pay to the applicable LC Issuer
\nfor its own account (x) at the time of issuance of a Facility LC issued by such
\nLC Issuer, a fronting fee in an amount as shall be agreed to by the Borrower and
\nthe applicable LC Issuer, and (y) documentary and processing charges in
\nconnection with the issuance, amendment, cancellation, negotiation, transfer, or
\nother Modification of and draws under Facility LCs in accordance with such LC
\nIssuer153s standard schedule for such charges as in effect from time to time. The
\nLC Participation Fee and each other fee described in this Section 2.22(d) shall
\nconstitute an “LC Fee”. All LC Fees shall be computed on the basis of a year of
\n360 days and shall be payable for the actual number of days elapsed (including
\nthe first day but excluding the last day).<\/p>\n

(e) Administration; Reimbursement by Lenders<\/u>. Upon receipt from the
\nbeneficiary of any Facility LC of any demand for payment under such Facility LC,
\nthe applicable LC Issuer shall notify the Administrative Agent, the Borrower and
\neach other Lender as to the amount to be paid by such LC Issuer as a result of
\nsuch demand and the proposed payment date (the “LC Payment Date<\/u>“). The
\nresponsibility of the applicable LC Issuer to the Borrower and each Lender shall
\nbe only to determine that the documents (including each demand for payment)
\ndelivered under each Facility LC issued by such LC Issuer in connection with
\nsuch presentment shall be in conformity in all material respects with such
\nFacility LC. Each LC Issuer shall endeavor to exercise the same care in the
\nissuance and administration of its Facility LCs as it does with respect to
\nletters of credit in which no participations are granted, it<\/p>\n

32<\/p>\n

\n

being understood that in the absence of any gross negligence or willful
\nmisconduct by such LC Issuer, each Lender shall be unconditionally and
\nirrevocably liable without regard to the occurrence of any Event of Default or
\nany condition precedent whatsoever, to reimburse such LC Issuer on demand for
\n(and the Administrative Agent may apply cash collateral provided for this
\npurpose) (i) such Lender153s Applicable Percentage of the amount of each payment
\nmade by such LC Issuer under each Facility LC issued by it to the extent such
\namount is not reimbursed by the Borrower pursuant to Section 2.22(g) below,
\nplus<\/u> (ii) interest on the foregoing amount to be reimbursed by such
\nLender, for each day from the date of such LC Issuer153s demand for such
\nreimbursement (or, if such demand is made after 11:00 a.m. (Chicago time) on
\nsuch date, from the next succeeding Business Day) to the date on which such
\nLender pays the amount to be reimbursed by it, at a rate of interest per annum
\nequal to the greater of the Federal Funds Rate and a rate determined by such LC
\nIssuer in accordance with banking industry rules on interbank compensation,
\nwhich interest shall be solely for the account of the applicable LC Issuer, plus
\nany administrative, processing or similar fees customarily charged by such LC
\nIssuer in connection with the foregoing. Any notice given by any LC Issuer or
\nthe Administrative Agent pursuant to this paragraph (e) may be given by
\ntelephone if immediately confirmed in writing; provided<\/em> that the lack
\nof such an immediate confirmation shall not affect the conclusiveness or binding
\neffect of such notice. A certificate of the LC Issuer submitted to any Lender
\n(through the Administrative Agent) with respect to any amounts owing under this
\nparagraph (e) shall be conclusive absent manifest error. Each Lender153s
\nobligation to participate in Facility LCs and to reimburse the LC Issuers for
\namounts drawn under Facility LCs shall be absolute and unconditional and shall
\nnot be affected by any circumstance, including (i) any setoff, counterclaim,
\nrecoupment, defense or other right which such Lender may have against the
\napplicable LC Issuer, the Borrower or any other Person for any reason
\nwhatsoever, (ii) the occurrence or continuance of an Unmatured Event of Default
\nor (iii) any other occurrence, event or condition, whether or not similar to any
\nof the foregoing.<\/p>\n

(f) Reimbursement by Borrower<\/u>. The Borrower shall be irrevocably and
\nunconditionally obligated to reimburse each LC Issuer on the first Business Day
\nimmediately following the applicable LC Payment Date (the “Reimbursement
\nDate<\/u>“) for any amounts to be paid by such LC Issuer upon any drawing under
\nany Facility LC issued by it, without presentment, demand, protest or other
\nformalities of any kind; provided that neither the Borrower nor any Lender shall
\nhereby be precluded from asserting any claim for direct (but not consequential)
\ndamages suffered by the Borrower or such Lender to the extent, but only to the
\nextent, caused by (i) the willful misconduct or gross negligence of such LC
\nIssuer or (ii) such LC Issuer153s failure to pay under any Facility LC issued by
\nit after the presentation to it of a request strictly complying with the terms
\nand conditions of such Facility LC; and provided further<\/em> that any
\npayments made by the Borrower after the Reimbursement Date as reimbursement for
\namounts paid by such LC Issuer upon any drawing under such Facility LC shall be
\nmade to such LC Issuer as agent for, and for the account of, the Lenders to the
\nextent such Lenders have made payment to such LC Issuer in respect of such
\nFacility LC pursuant to Section 2.22(e) All such amounts paid by such LC Issuer
\nand remaining unpaid by the Borrower on such LC Payment Date shall bear
\ninterest, payable on demand, for each day until paid at a rate per annum equal
\nto (x) the Alternate Base Rate for such day if such day falls on or before the
\napplicable Reimbursement Date and (y) the sum of 2% plus<\/u> the Alternate
\nBase Rate for such day if such day falls after such Reimbursement Date. Each LC
\nIssuer will pay to each Lender ratably in accordance with its Applicable
\nPercentage all amounts received by it from the Borrower for application in
\npayment, in whole or in part, of the Reimbursement Obligation in respect of any
\nFacility LC issued by it, but only to the extent such Lender has made payment to
\nsuch LC Issuer in respect of such Facility LC pursuant to Section 2.22(e).
\nSubject to the terms and conditions of this Agreement (including, without
\nlimitation, the submission of a Borrowing Request and the satisfaction of the
\napplicable conditions precedent set forth in Article IV), the Borrower may
\nrequest a Borrowing hereunder for the purpose of satisfying any Reimbursement
\nObligation.<\/p>\n

33<\/p>\n

\n

(g) Repayment of Obligations<\/u>. (i) At any time after any LC Issuer has
\nmade a payment under any Facility LC and has received from any Lender such
\nLender153s funding of its participation in respect of such payment in accordance
\nwith Section 2.22(b), if the Administrative Agent receives for the account of
\nsuch LC Issuer any payment in respect of the related Reimbursement Obligations
\nor interest thereon (whether directly from the Borrower or otherwise, including
\nproceeds of cash collateral applied thereto by the Administrative Agent), the
\nAdministrative Agent will distribute to such Lender its Applicable Percentage
\nthereof in the same funds as those received by the Administrative Agent.<\/p>\n

(ii) If any payment received by the Administrative Agent for the account of
\nany LC Issuer pursuant to Section 2.22(f) is required to be returned for any
\nreason (including pursuant to any settlement entered into by such LC Issuer in
\nits discretion), each Lender shall pay to the Administrative Agent for the
\naccount of such LC Issuer its Applicable Percentage thereof on demand of the
\nAdministrative Agent, plus interest thereon from the date of such demand to the
\ndate such amount is returned by such Lender, at a rate per annum equal to the
\nFederal Funds Rate from time to time in effect. The obligations of the Lenders
\nunder this clause shall survive the payment in full of the Obligations and the
\ntermination of this Agreement.<\/p>\n

(h) Obligations Absolute<\/u>. (i) Except as set forth herein, the
\nBorrower153s obligations under this Section 2.22 with respect to each Facility LC
\nshall be absolute, unconditional and irrevocable under any and all circumstances
\nand irrespective of any circumstances, including the following:<\/p>\n

(1) any lack of validity or enforceability of such Facility LC, this
\nAgreement, or any other loan document;<\/p>\n

(2) the existence of any claim, counterclaim, setoff, defense or other right
\nthat the Borrower or any Subsidiary may have at any time against any beneficiary
\nor any transferee of such Facility LC (or any Person for whom any such
\nbeneficiary or any such transferee may be acting), the applicable LC Issuer or
\nany other Person, whether in connection with this Agreement, the transactions
\ncontemplated hereby or by such Facility LC or any agreement or instrument
\nrelating thereto, or any unrelated transaction;<\/p>\n

(3) any draft, demand, certificate or other document presented under such
\nFacility LC proving to be forged, fraudulent, invalid or insufficient in any
\nrespect or any statement therein being untrue or inaccurate in any respect; or
\nany loss or delay in the transmission or otherwise of any document required in
\norder to make a drawing under such Facility LC;<\/p>\n

(4) waiver by the applicable LC Issuer of any requirement that exists for
\nsuch LC Issuer153s protection and not the protection of the Borrower or any waiver
\nby the applicable LC Issuer which does not in fact materially prejudice the
\nBorrower;<\/p>\n

(5) honor of a demand for payment presented electronically even if such
\nFacility LC requires that demand be in the form of a draft;<\/p>\n

(6) any payment made by the applicable LC Issuer in respect of an otherwise
\ncomplying item presented after the date specified as the expiration date of, or
\nthe date by which documents must be received under such Facility LC if
\npresentation after such date is authorized by the UCC, the ISP or the UCP, as
\napplicable;<\/p>\n

(7) any payment by the applicable LC Issuer under such Facility LC against
\npresentation of a draft or certificate that does not strictly comply with the
\nterms of such Facility LC; or any payment made by the applicable LC Issuer under
\nsuch Facility LC to any Person<\/p>\n

34<\/p>\n

\n

purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for
\nthe benefit of creditors, liquidator, receiver or other representative of or
\nsuccessor to any beneficiary or any transferee of such Facility LC, including
\nany arising in connection with any proceeding under any Debtor Relief Law; or\n<\/p>\n

(8) any other circumstance or happening whatsoever, whether or not similar to
\nany of the foregoing, including any other circumstance that might otherwise
\nconstitute a defense available to, or a discharge of, the Borrower or any
\nSubsidiary.<\/p>\n

The Borrower shall promptly examine a copy of each Facility LC and each
\nModification thereto that is delivered to it and, in the event of any claim of
\nnoncompliance with the Borrower153s instructions or other irregularity, the
\nBorrower will immediately notify the applicable LC Issuer. The Borrower shall be
\nconclusively deemed to have waived any such claim against the applicable LC
\nIssuer and its correspondents unless such notice is given as aforesaid.<\/p>\n

(ii) The Borrower further agrees with each LC Issuer and the Lenders that,
\nexcept in the case of gross negligence or willful misconduct, the LC Issuers and
\nthe Lenders shall not be responsible for, and the Borrower153s Reimbursement
\nObligation in respect of any Facility LC shall not be affected by, among other
\nthings, the validity or genuineness of documents or of any endorsements thereon,
\neven if such documents should in fact prove to be in any or all respects
\ninvalid, fraudulent or forged, or any dispute between or among the Borrower, any
\nof its Affiliates, the beneficiary of any Facility LC or any financing
\ninstitution or other party to whom any Facility LC may be transferred or any
\nclaims or defenses whatsoever of the Borrower or of any of its Affiliates
\nagainst the beneficiary of any Facility LC or any such transferee. No LC Issuer
\nshall be liable for any error, omission, interruption or delay in transmission,
\ndispatch or delivery of any message or advice, however transmitted, in
\nconnection with any Facility LC, except in the case of gross negligence or
\nwillful misconduct by such LC Issuer. The Borrower agrees that any action taken
\nor omitted by any LC Issuer or any Lender under or in connection with each
\nFacility LC and the related drafts and documents, if done without gross
\nnegligence or willful misconduct, shall be binding upon the Borrower and shall
\nnot put any LC Issuer or any Lender under any liability to the Borrower. Nothing
\nin this Section 2.22(h) is intended to limit the right of the Borrower to make a
\nclaim against the applicable LC Issuer for damages as contemplated by the
\nproviso to the first sentence of Section 2.22(f). The Borrower hereby assumes
\nall risks of the acts or omissions of any beneficiary or transferee with respect
\nto its use of any Facility LC; provided<\/em>, however<\/em>, that this
\nassumption is not intended to, and shall not, preclude the Borrower153s pursuing
\nsuch rights and remedies as it may have against the beneficiary or transferee at
\nlaw or under any other agreement.<\/p>\n

(i) Actions of the LC Issuers<\/u>. Each LC Issuer shall be entitled,
\nexcept in the case of gross negligence or willful misconduct by such LC Issuer,
\nto rely, and shall be fully protected in relying, in connection with any
\nFacility LC issued by it, upon any draft, writing, resolution, notice, consent,
\ncertificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
\nmessage, statement, order or other document believed by it to be genuine and
\ncorrect and to have been signed, sent or made by the proper Person or Persons,
\nand upon advice and statements of legal counsel, independent accountants and
\nother experts selected by such LC Issuer. As between the Lenders, and subject to
\nthe provisions of this Section 2.22(i), each LC Issuer shall be fully justified
\nin failing or refusing to take any action under this Agreement unless it shall
\nfirst have received such advice or concurrence of the Required Lenders as it
\nreasonably deems appropriate or it shall first be indemnified to its reasonable
\nsatisfaction by the Lenders against any and all liability and expense which may
\nbe incurred by it by reason of taking or continuing to take any such action.
\nNotwithstanding any other provision of this Section 2.22, as between the
\nLenders, each LC Issuer shall in all cases be fully protected in acting, or in
\nrefraining from acting, under this Agreement in accordance with a request of the
\nRequired Lenders, and such request and any action taken or failure to act
\npursuant thereto shall be binding upon the Lenders and any future holders of a
\nparticipation in any Facility LC. Any LC Issuer may send a Facility LC or
\nconduct any communication to or from the beneficiary via the Society for
\nWorldwide Interbank Financial Telecommunication message or overnight courier, or
\nany other commercially reasonable means of communicating with a beneficiary.\n<\/p>\n

35<\/p>\n

\n

(j) Indemnification<\/u>. The Borrower hereby agrees to indemnify and hold
\nharmless each Lender required to participate in Facility LCs under Section
\n2.22(b), each LC Issuer and the Administrative Agent, and their respective
\naffiliates, directors, officers, agents and employees from and against any and
\nall claims and damages, losses, liabilities, costs or expenses which such
\nLender, such LC Issuer or the Administrative Agent may incur by reason of or in
\nconnection with the issuance, execution and delivery or transfer of or payment
\nor failure to pay under any Facility LC or any actual or proposed use of any
\nFacility LC, including, without limitation, any claims, damages, losses,
\nliabilities, costs and expenses which such LC Issuer may incur by reason of or
\non account of such LC Issuer issuing any Facility LC which specifies that the
\nterm “Beneficiary” included therein includes any successor by operation of law
\nof the named Beneficiary, but which Facility LC does not require that any
\ndrawing by any such successor Beneficiary be accompanied by a copy of a legal
\ndocument, satisfactory to the applicable LC Issuer, evidencing the appointment
\nof such successor Beneficiary; provided that the Borrower shall not be required
\nto indemnify any Lender, any LC Issuer or the Administrative Agent for any
\nclaims, damages, losses, liabilities, costs or expenses to the extent, but only
\nto the extent, caused by (x) the willful misconduct or gross negligence of such
\nLC Issuer, Lender or the Administrative Agent or (y) such LC Issuer153s failure to
\npay under any Facility LC issued by it after the presentation to it of a request
\nstrictly complying with the terms and conditions of such Facility LC. Nothing in
\nthis Section 2.22(j) is intended to limit the obligations of the Borrower under
\nany other provision of this Agreement.<\/p>\n

(k) Lenders153 Indemnification<\/u>. Each Lender shall, ratably in accordance
\nwith its Applicable Percentage, indemnify each LC Issuer, its affiliates and
\ntheir respective directors, officers, agents and employees (to the extent not
\nreimbursed by the Borrower) against any cost, expense (including reasonable
\ncounsel fees and disbursements), claim, demand, action, loss or liability
\n(except such as result from such indemnitees153 gross negligence or willful
\nmisconduct or such LC Issuer153s failure to pay under any Facility LC issued by it
\nafter the presentation to it of a request strictly complying with the terms and
\nconditions of such Facility LC) that such indemnitees may suffer or incur in
\nconnection with this Section 2.22 or any action taken or omitted by such
\nindemnitees hereunder.<\/p>\n

(l) Rights as a Lender<\/u>. In its capacity as a Lender, each LC Issuer
\nshall have the same rights and obligations as any other Lender.<\/p>\n

(m) Cash Collateral<\/u>. So long as no Event of Default or Unmatured Event
\nof Default is then outstanding or would result therefrom, the Borrower may elect
\nto have a Facility LC remain outstanding subsequent to the Termination Date. The
\nBorrower shall notify the Administrative Agent and the applicable LC Issuer of
\nsuch election at least 30 days prior to the Termination Date. The Borrower, no
\nlater than 30 days prior to the Termination Date, shall deposit into an account
\nwith the Administrative Agent for the benefit of the Lenders (the “Facility
\nLC Collateral Account<\/u>“) an amount in cash equal to 105% of the face amount
\nof the applicable Facility LC. Such cash shall be unencumbered and free and
\nclear of Liens (other than those in favor of the Administrative Agent) on and
\nafter the date so deposited. Such deposit shall be held by the Administrative
\nAgent as collateral for the payment and performance of obligations arising under
\nor in connection with the applicable Facility LC. The Administrative Agent shall
\nhave exclusive dominion and control, including the exclusive right of
\nwithdrawal, over the Facility LC Collateral Account, and the Facility LC
\nCollateral Account shall otherwise be opened and maintained on terms and
\nconditions reasonably acceptable to the Administrative Agent. Other than any
\ninterest earned on the investment of such deposits, which investments shall be
\nmade at the option and sole discretion of the Administrative Agent and at the
\nBorrower153s risk and expense, such deposits shall not bear interest. Interest or
\nprofits, if any, on such investments shall accumulate in the Facility LC
\nCollateral<\/p>\n

36<\/p>\n

\n

Account. Moneys in such account shall be applied by the Administrative Agent
\nto reimburse the applicable LC Issuer for draws and related expenses under the
\nrelated Facility LC. Any amounts remaining on deposit in the Facility LC
\nCollateral Account subsequent to the expiry or termination of all Facility LCs
\ncash collateralized thereby and the payment of all amounts owing under or in
\nconnection with such Facility LCs shall be returned to the Borrower;
\nprovided<\/u>, however<\/u>, that to the extent an Event of Default is then
\noutstanding, such remaining deposit shall be applied by the Administrative Agent
\nto repay any other obligations due and payable under or in connection with the
\nCredit Agreement. No Lender shall be required to participate in any Facility LC
\nor otherwise have any duty or obligation in respect thereof subsequent to the
\nTermination Date if such Facility LC is cash collateralized in accordance with
\nthe foregoing.<\/p>\n

(n) LC Issuer Agreements<\/u>. Each LC Issuer agrees that, unless otherwise
\nrequested by the Administrative Agent, such LC Issuer shall report in writing to
\nthe Administrative Agent (i) on the first Business Day of each week, the daily
\nactivity (set forth by day) in respect of Facility LCs during the immediately
\npreceding week, including all issuances, extensions, amendments and renewals,
\nall expirations and cancellations and all disbursements and reimbursements, (ii)
\non or prior to each Business Day on which such LC Issuer expects to issue,
\namend, renew or extend any Facility LC, the date of such issuance, amendment,
\nrenewal or extension, and the aggregate face amount of the Facility LCs to be
\nissued, amended, renewed or extended by it and outstanding after giving effect
\nto such issuance, amendment, renewal or extension occurred (and whether the
\namount thereof changed), it being understood that such LC Issuer shall not
\npermit any issuance, renewal, extension or amendment resulting in an increase in
\nthe amount of any Facility LC to occur without first obtaining written
\nconfirmation from the Administrative Agent that it is then permitted under this
\nAgreement, (iii) on each Business Day on which such LC Issuer pays any amount in
\nrespect of one or more drawings under Facility LCs, the date of such payment(s)
\nand the amount of such payment(s), (iv) on any Business Day on which the
\nBorrower fails to reimburse any Reimbursement Obligation required to be
\nreimbursed to such LC Issuer on such day, the date of such failure and the
\namount and currency of such payment in respect of Facility LCs and (v) on any
\nother Business Day, such other information as the Administrative Agent shall
\nreasonably request.<\/p>\n

(o) Applicability of ISP and UCP; Limitation of Liability<\/u>. Unless
\notherwise expressly agreed by any LC Issuer and the Borrower when a Facility is
\nissued (including any such agreement applicable to an Existing Facility LC), (i)
\nthe rules of the ISP shall apply to each standby Facility LC, and (ii) the rules
\nof the UCP shall apply to each commercial Facility LC. Notwithstanding the
\nforegoing, no LC Issuer shall be responsible to the Borrower for, and the LC
\nIssuers153 rights and remedies against the Borrower shall not be impaired by, any
\naction or inaction of any LC Issuer required or permitted under any law, order,
\nor practice that is required or permitted to be applied to any Facility LC or
\nthis Agreement, including the Law or any order of a jurisdiction where any LC
\nIssuer or the beneficiary is located, the practice stated in the ISP or UCP, as
\napplicable, or in the decisions, opinions, practice statements, or official
\ncommentary of the ICC Banking Commission, the Bankers Association for Finance
\nand Trade:International Financial Services Association (BAFT-IFSA), or the
\nInstitute of International Banking Law & Practice, whether or not any
\nFacility LC chooses such law or practice.<\/p>\n

SECTION 2.23. [Intentionally Omitted].<\/p>\n

SECTION 2.24. Increases of Commitments<\/u>. At any time after the
\nAvailability Date, the Borrower may request from time to time that the aggregate
\namount of the Commitments be increased; provided<\/u> that, after giving
\neffect to any such increase, (a) the aggregate amount of increases to the
\nCommitments made pursuant to this Section shall at no time exceed $300,000,000,
\n(b) the Borrower shall not be entitled to make any such request more frequently
\nthan once in each fiscal quarter, and (c) each such request shall be in a
\nminimum amount of at least $25,000,000 and increments of $25,000,000 in<\/p>\n

37<\/p>\n

\n

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

38<\/p>\n

\n

For purposes of this Section 2.24, the term “Buying Lender(s)<\/u>” shall
\nmean (1) each Lender the Effective Commitment Amount of which is greater than
\nits Commitment prior to the effective date of any increase in the aggregate
\namount of the Commitments and (2) each Proposed New Lender that is allocated an
\nEffective Commitment Amount in connection with any Commitment Increase Notice,
\nand the term “Selling Lender(s)” shall mean each Lender whose Commitment under
\nthis Agreement is not being increased from that in effect prior to such increase
\nin the aggregate amount of the Commitments. Effective on the effective date of
\nany increase in the aggregate amount of the Commitments pursuant to clause (i)
\nabove, each Selling Lender hereby sells, grants, assigns and conveys to each
\nBuying Lender, without recourse, warranty, or representation of any kind, except
\nas specifically provided herein, an undivided percentage in such Selling
\nLender153s right, title and interest in and to its outstanding Loans and LC
\nObligations in the respective dollar amounts and percentages necessary so that,
\nfrom and after such sale, each such Selling Lender153s outstanding Loans and LC
\nObligations shall equal such Selling Lender153s pro rata share thereof (calculated
\nbased upon the Effective Commitment Amounts) of the outstanding Loans and LC
\nObligations under this Agreement. Effective on the effective date of the
\nincrease in the aggregate amount of the Commitments pursuant to clause (i)
\nabove, each Buying Lender hereby purchases and accepts such grant, assignment
\nand conveyance from the Selling Lenders. Each Buying Lender hereby agrees that
\nits respective purchase price for the portion of the outstanding Loans and LC
\nObligations purchased hereby shall equal the respective dollar amount necessary
\nso that, from and after such payments, each Buying Lender153s outstanding Loans
\nand LC Obligations shall equal such Buying Lender153s pro rata share thereof
\n(calculated based upon the Effective Commitment Amounts) of the outstanding
\nLoans and LC Obligations under this Agreement. Such amount shall be payable as
\nfollows: (a) with respect to all ABR Loans, on the effective date of the
\nincrease in the aggregate of the Commitments by wire transfer of immediately
\navailable funds to the Administrative Agent and (b) with respect to all
\nEurodollar Loans, unless otherwise agreed to between the Buying Lenders and
\nSelling Lenders and the Borrower, on the earlier of (i) the last day of the then
\ncurrent Interest Period by wire transfer of immediately available funds to the
\nAdministrative Agent and (ii) the date on which any such Eurodollar Loan either
\nbecomes due (by acceleration or otherwise) or is prepaid (such earlier date
\nbeing hereinafter referred to as the “Settlement Date<\/u>“) and, for purposes
\nof calculating interest due and payable with respect to the Eurodollar Loans,
\nthe Lenders153 pro rata shares thereof in each such outstanding Eurodollar Loan
\nshall not be adjusted by virtue of the applicable increase until such Settlement
\nDate. The Administrative Agent, in turn, shall wire transfer any such funds
\nreceived to the Selling Lenders, in same day funds, for the sole account of the
\nSelling Lenders. Each Selling Lender hereby represents and warrants to each
\nBuying Lender that such Selling Lender owns the Loans and LC Obligations being
\nsold and assigned hereby for its own account and has not sold, transferred or
\nencumbered any or all of its interest in such Loans or LC Obligations, except
\nfor participations which will be extinguished to the extent of such payment upon
\npayment to Selling Lender of an amount equal to the portion of the outstanding
\nLoans and LC Obligations being sold by such Selling Lender. Each Buying Lender
\nhereby acknowledges and agrees that, except for each Selling Lender153s
\nrepresentations and warranties contained in the foregoing sentence, each such
\nBuying Lender has entered into its Commitment and Acceptance with respect to
\nsuch increase on the basis of its own independent investigation and has not
\nrelied upon, and will not rely upon, any explicit or implicit written or oral
\nrepresentation, warranty or other statement of the Lenders or the Administrative
\nAgent concerning the authorization, execution, legality, validity,
\neffectiveness, genuineness, enforceability or sufficiency of this Agreement or
\nthe other loan documents delivered in connection herewith. The Borrower hereby
\nagrees to compensate each Selling Lender for all losses, expenses and
\nliabilities incurred by each Lender in connection with the sale and assignment
\nof any Eurodollar Loan hereunder on the terms and in the manner as required
\nhereunder if the Settlement Date is a date (other than the last day of the
\napplicable Interest Period) on which any such Eurodollar Loans become due (by
\nacceleration or otherwise) or are prepaid.<\/p>\n

39<\/p>\n

\n

SECTION 2.25. Defaulting Lenders<\/u>.<\/p>\n

(a) Adjustments<\/u>. Notwithstanding anything to the contrary contained in
\nthis Agreement, if any Lender becomes a Defaulting Lender, then, until such time
\nas such Lender is no longer a Defaulting Lender, to the extent permitted by
\napplicable Law:<\/p>\n

(i) Waivers and Amendments<\/u>. Such Defaulting Lender153s right to approve
\nor disapprove any amendment, waiver or consent with respect to this Agreement
\nshall be restricted as set forth in the definition of “Required Lenders” and
\nSection 8.02.<\/p>\n

(ii) Defaulting Lender Waterfall<\/u>. Any payment of principal, interest,
\nfees or other amounts received by the Administrative Agent for the account of
\nsuch Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to
\nArticle VI or otherwise) or received by the Administrative Agent from a
\nDefaulting Lender pursuant to Section 8.08 shall be applied at such time or
\ntimes as may be determined by the Administrative Agent as follows:
\nfirst<\/em>, to the payment of any amounts owing by such Defaulting Lender to
\nthe Administrative Agent hereunder; second<\/em>, to the payment on a pro
\nrata basis of any amounts owing by such Defaulting Lender to the LC Issuers or
\nthe Swingline Lenders hereunder; third<\/em>, to cash collateralize the LC
\nIssuers153 Fronting Exposure with respect to such Defaulting Lender in accordance
\nwith Section 2.22(m); fourth<\/em>, as the Borrower may request (so long as
\nno Unmatured Event of Default or Event of Default exists), to the funding of any
\nLoan in respect of which such Defaulting Lender has failed to fund its portion
\nthereof as required by this Agreement, as determined by the Administrative
\nAgent; fifth<\/em>, if so determined by the Administrative Agent and the
\nBorrower, to be held in a deposit account and released pro rata in order to (x)
\nsatisfy such Defaulting Lender153s potential future funding obligations with
\nrespect to Loans under this Agreement and (y) cash collateralize the LC Issuers153
\nfuture Fronting Exposure with respect to such Defaulting Lender with respect to
\nfuture Facility LCs issued under this Agreement, in accordance with Section
\n2.22(m); sixth<\/em>, to the payment of any amounts owing to the Lenders, the
\nLC Issuers or the Swingline Lenders as a result of any judgment of a court of
\ncompetent jurisdiction obtained by any Lender, any LC Issuer or any Swingline
\nLender against such Defaulting Lender as a result of such Defaulting Lender153s
\nbreach of its obligations under this Agreement; seventh<\/em>, so long as no
\nUnmatured Event of Default or Event of Default exists, to the payment of any
\namounts owing to the Borrower as a result of any judgment of a court of
\ncompetent jurisdiction obtained by the Borrower against such Defaulting Lender
\nas a result of such Defaulting Lender153s breach of its obligations under this
\nAgreement; and eighth<\/em>, to such Defaulting Lender or as otherwise
\ndirected by a court of competent jurisdiction; provided<\/u> that if (x) such
\npayment is a payment of the principal amount of any Loans or LC Obligations in
\nrespect of which such Defaulting Lender has not fully funded its appropriate
\nshare, and (y) such Loans were made or the related Facility LCs were issued at a
\ntime when the conditions set forth in Section 4.03 were satisfied or waived,
\nsuch payment shall be applied solely to pay the Loans of, and LC Obligations
\nowed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied
\nto the payment of any Loans of, or LC Obligations owed to, such Defaulting
\nLender until such time as all Loans and funded and unfunded participations in LC
\nObligations and Swingline Loans are held by the Lenders pro rata in accordance
\nwith the Commitments hereunder without giving effect to Section 2.25(a)(iv). Any
\npayments, prepayments or other amounts paid or payable to a Defaulting Lender
\nthat are applied (or held) to pay amounts owed by a Defaulting Lender or to post
\ncash collateral pursuant to this Section 2.25(a)(ii) shall be deemed paid to and
\nredirected by such Defaulting Lender, and each Lender irrevocably consents
\nhereto.<\/p>\n

(iii) Certain Fees<\/u>.<\/p>\n

40<\/p>\n

\n

(1) Each Defaulting Lender shall be entitled to receive fees payable under
\nSection 2.11(a) for any period during which that Lender is a Defaulting Lender
\nonly to extent allocable to the sum of (x) the outstanding principal amount of
\nthe Loans funded by it, and (y) its Applicable Percentage of the stated amount
\nof Facility LCs for which it has provided cash collateral pursuant to Section
\n2.22.<\/p>\n

(2) Each Defaulting Lender shall be entitled to receive LC Participation Fees
\nfor any period during which that Lender is a Defaulting Lender only to the
\nextent allocable to its Applicable Percentage of the stated amount of Facility
\nLCs for which it has provided cash collateral pursuant to Section 2.22.<\/p>\n

(3) With respect to any fee payable under Section 2.11(a) or any LC
\nParticipation Fee not required to be paid to any Defaulting Lender pursuant to
\nclause (1) or (2) above, the Borrower shall (x) pay to each Non-Defaulting
\nLender that portion of any such fee otherwise payable to such Defaulting Lender
\nwith respect to such Defaulting Lender153s participation in LC Obligations or
\nSwingline Loans that has been reallocated to such Non-Defaulting Lender pursuant
\nto clause (iv) below, (y) pay to the relevant LC Issuer and the relevant
\nSwingline Lender, as applicable, the amount of any such fee otherwise payable to
\nsuch Defaulting Lender to the extent allocable to such LC Issuer153s or such
\nSwingline Lender153s Fronting Exposure to such Defaulting Lender, and (z) not be
\nrequired to pay the remaining amount of any such fee.<\/p>\n

(iv) Reallocation of Applicable Percentages to Reduce Fronting
\nExposure<\/u>. All or any part of such Defaulting Lender153s participation in LC
\nObligations and Swingline Loans shall be reallocated among the Non-Defaulting
\nLenders in accordance with their respective Applicable Percentages (calculated
\nwithout regard to such Defaulting Lender153s Commitment) but only to the extent
\nthat (x) the conditions set forth in Section 4.03 are satisfied at the time of
\nsuch reallocation (and, unless the Borrower shall have otherwise notified the
\nAdministrative Agent at such time, the Borrower shall be deemed to have
\nrepresented and warranted that such conditions are satisfied at such time), and
\n(y) such reallocation does not cause the aggregate Revolving Credit Exposure of
\nany Non-Defaulting Lender to exceed such Non-Defaulting Lender153s Commitment. No
\nreallocation hereunder shall constitute a waiver or release of any claim of any
\nparty hereunder against a Defaulting Lender arising from that Lender having
\nbecome a Defaulting Lender, including any claim of a Non-Defaulting Lender as a
\nresult of such Non-Defaulting Lender153s increased exposure following such
\nreallocation.<\/p>\n

(v) Cash Collateral, Repayment of Swingline Loans<\/u>. If the reallocation
\ndescribed in clause (a)(iv) above cannot, or can only partially, be effected,
\nthe Borrower shall, without prejudice to any right or remedy available to it
\nhereunder or under applicable law, (x) first, prepay Swingline Loans in an
\namount equal to the Swingline Lenders153 Fronting Exposure and (y) second, cash
\ncollateralize the LC Issuers153 Fronting Exposure in accordance with the
\nprocedures set forth in Section 2.22(m).<\/p>\n

(vi) Obligation to Issue Facility LCs<\/u>. No LC Issuer shall be under any
\nobligation to issue any Facility LC if any Lender is at that time a Defaulting
\nLender, unless such LC Issuer has entered into arrangements, including the
\ndelivery of cash collateral, satisfactory to such LC Issuer (in its sole
\ndiscretion) with the Borrower or such Lender to eliminate such LC Issuer153s
\nactual or<\/p>\n

41<\/p>\n

\n

potential Fronting Exposure (after giving effect to Section 2.25(a)(iv)) with
\nrespect to the Defaulting Lender arising from either the Facility LC then
\nproposed to be issued or that Facility LC and all other LC Obligations as to
\nwhich such LC Issuer has actual or potential Fronting Exposure, as it may elect
\nin its sole discretion.<\/p>\n

(b) Defaulting Lender Cure<\/u>. If the Borrower, the Administrative Agent,
\nthe Swingline Lenders and the LC Issuers agree in writing that a Lender is no
\nlonger a Defaulting Lender, the Administrative Agent will so notify the parties
\nhereto, whereupon as of the effective date specified in such notice and subject
\nto any conditions set forth therein (which may include arrangements with respect
\nto any cash collateral), that Lender will, to the extent applicable, purchase at
\npar that portion of outstanding Loans of the other Lenders or take such other
\nactions as the Administrative Agent may determine to be necessary to cause the
\nLoans and funded and unfunded participations in Facility LCs and Swingline Loans
\nto be held on a pro rata basis by the Lenders in accordance with their
\nApplicable Percentages (without giving effect to Section 2.25(a)(iv)), whereupon
\nsuch Lender will cease to be a Defaulting Lender; provided<\/u> that no
\nadjustments will be made retroactively with respect to fees accrued or payments
\nmade by or on behalf of the Borrower while that Lender was a Defaulting Lender;
\nand provided<\/u>, further<\/u>, that except to the extent otherwise
\nexpressly agreed by the affected parties, no change hereunder from Defaulting
\nLender to Lender will constitute a waiver or release of any claim of any party
\nhereunder arising from that Lender153s having been a Defaulting Lender.<\/p>\n

ARTICLE III<\/p>\n

Representations and Warranties <\/u><\/p>\n

To induce the Lenders to enter into this Agreement and to make Loans and
\nissue and participate in Facility LCs hereunder, the Borrower represents and
\nwarrants to the Administrative Agent and the Lenders (including, without
\nlimitation, the LC Issuers) that:<\/p>\n

SECTION 3.01. Organization, etc<\/u>. The Borrower is a corporation duly
\nexisting in good standing under the laws of the State of Maryland; each
\nSubsidiary is duly existing and in good standing under the laws of the
\njurisdiction of its organization except where the failure to be in good standing
\nwould not reasonably be expected to have a Material Adverse Effect; and each of
\nthe Borrower and each Subsidiary is duly qualified and in good standing as a
\nforeign corporation authorized to do business in each jurisdiction where,
\nbecause of the nature of its activities or properties, such qualification is
\nrequired, except where the failure to so qualify would not reasonably be
\nexpected to have a Material Adverse Effect.<\/p>\n

SECTION 3.02. Authorization; No Conflict<\/u>. The execution and delivery
\nby the Borrower of this Agreement, the Borrowings hereunder, and the performance
\nby the Borrower of its obligations under this Agreement are within the
\nBorrower153s corporate powers, have been duly authorized by all necessary
\ncorporate action, have received all necessary governmental approvals (if any
\nshall be required), and do not and will not contravene or conflict with any
\nprovision of law, regulation or court order or of the articles of incorporation
\nor by-laws of the Borrower or of any agreement binding upon the Borrower.<\/p>\n

SECTION 3.03. Validity and Binding Nature<\/u>. This Agreement and each
\nNote is the legal, valid and binding obligation of the Borrower, enforceable
\nagainst the Borrower in accordance with its terms, except as enforceability
\nthereof may be limited by applicable bankruptcy, insolvency, reorganization,
\nmoratorium or similar laws affecting the enforcement of creditors153 rights
\ngenerally and by the availability of the remedy of specific performance.<\/p>\n

42<\/p>\n

\n

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

(b) Since July 2, 2011, there has been no Material Adverse Effect;
\nprovided<\/u> that, for purposes of making this representation after the Spin
\nOff has occurred, the transactions contemplated by the Spin Off shall be given
\npro forma effect as if such transactions occurred on July 2, 2011.<\/p>\n

SECTION 3.05. Litigation and Contingent Liabilities<\/u>. No litigation
\n(including, without limitation, derivative actions), arbitration proceedings or
\ngovernmental proceedings are pending or threatened against the Borrower or any
\nSubsidiary which, in the Borrower153s good faith judgment would, if adversely
\ndetermined, have a Material Adverse Effect, except as set forth (including
\nestimates of the dollar amounts involved) in Schedule 3.05.<\/p>\n

SECTION 3.06. Liens<\/u>. None of the assets of the Borrower or any
\nSubsidiary are subject to any Lien, except Liens permitted under Section 5.05
\nand Liens set forth in Schedule 3.06.<\/p>\n

SECTION 3.07. Subsidiaries<\/u>. The Borrower has no active Subsidiaries,
\nexcept those set forth in Schedule 3.07 hereto (as such Schedule 3.07 may be
\namended or supplemented from time to time, including, without limitation,
\namendments on the Availability Date giving effect to the Spin Off).<\/p>\n

SECTION 3.08. ERISA<\/u>. There has not occurred, nor does there exist, (i)
\nany incurrence of ERISA Unfunded Liabilities determined in the most recent
\nactuarial report received by the Borrower for all ERISA Single Employer Plans,
\nor (ii) any incurrence by the Borrower or any Subsidiary of withdrawal
\nliabilities, or (iii) any ERISA Termination Event which imposes any material
\nliability on the Borrower, any Subsidiary or any other member of the ERISA
\nControlled Group, which, when taken together, would reasonably be expected to
\nhave a Material Adverse Effect.<\/p>\n

SECTION 3.09. Investment Company Act<\/u>. Neither the Borrower nor any
\nSubsidiary is an “investment company” or a company “controlled” by an
\n“investment company,” within the meaning of the Investment Company Act of 1940,
\nas amended.<\/p>\n

SECTION 3.10. [Intentionally Omitted].<\/p>\n

SECTION 3.11. Regulation U<\/u>. Neither the Borrower nor any Subsidiary is
\nengaged principally, or as one of its important activities, in the business of
\nextending credit for the purpose of purchasing or carrying margin stock (within
\nthe meaning of Regulation U of the Board). Margin Stock (as defined in
\nRegulation U of the Board) constitutes less than 25% of those assets of the
\nBorrower and its Subsidiaries which are subject to any limitation on sale,
\npledge or other restriction hereunder.<\/p>\n

SECTION 3.12. Copyrights, Patents and Trademarks<\/u>. Each of the Borrower
\nand the Subsidiaries owns or is licensed or otherwise has the right to use all
\nof the patents, trademarks, trade names, copyrights, franchises, licenses and
\nrights, as the case may be, necessary for the conduct of its business, except
\nwhere the failure to have any such right would not reasonably be expected to
\nhave a Material Adverse Effect.<\/p>\n

43<\/p>\n

\n

SECTION 3.13. Pari Passu<\/u>. All the payment obligations of the Borrower
\nto the Administrative Agent and the Lenders arising under or pursuant to this
\nAgreement will at all times rank at least pari passu with other unsecured and
\nunsubordinated payment obligations and liabilities, including, without
\nlimitation, contingent obligations and liabilities, of the Borrower, other than
\nthose which are mandatorily preferred by laws or regulations of general
\napplication.<\/p>\n

SECTION 3.14. Disclosure<\/u>. The information delivered by or on behalf of
\nthe Borrower to the Administrative Agent or any Lender in connection with the
\narrangement of the credit facility established hereby or delivered pursuant
\nhereto (including the information set forth in any confidential information
\nmemorandum delivered in connection with such arrangement), when taken as a
\nwhole, did not, at the time of delivery, contain any material misstatement of
\nfact or omit to state any material fact necessary to make the statements
\ntherein, in the light of the circumstances under which they were made, not
\nmaterially misleading; provided<\/u> that with respect to projections and
\nother pro forma financial information included in such information, the Borrower
\nonly represents that such information was based upon good faith estimates and
\nassumptions reasonably believed by the preparer thereof to be reasonable at the
\ntime made, it being recognized by the Administrative Agent and the Lenders that
\nsuch financial information as it relates to future events is not to be viewed as
\na fact and that actual results during the period or periods covered by such
\nfinancial information may differ from the projected results set forth therein by
\na material amount.<\/p>\n

ARTICLE IV<\/p>\n

Conditions of Effectiveness and Lending <\/u><\/p>\n

SECTION 4.01. Effective Date<\/u>. This Agreement will become effective on
\nthe date on which each of the following conditions is satisfied (or waived in
\naccordance with Section 8.02):<\/p>\n

(a) The Administrative Agent shall have received all of the following, each
\nduly executed, in form and substance reasonably satisfactory to the
\nAdministrative Agent and, to the extent reasonably requested by the
\nAdministrative Agent, with sufficient number of copies to provide for each
\nLender. All documents referred to in this Section 4.01 which are to be
\ncertified, shall be certified by the Secretary or an Assistant Secretary of the
\nBorrower, unless another Person is specified herein.<\/p>\n

(i) Executed Copies<\/u>. Executed copies of this Agreement (which may
\ninclude telecopies of executed counterparts) from each party hereto.<\/p>\n

(ii) Resolutions<\/u>. A certificate, signed by the Secretary or Assistant
\nSecretary of the Borrower, certifying copies of resolutions of the Board of
\nDirectors of the Borrower authorizing the execution and delivery of, and the
\nperformance by the Borrower of its obligations under, this Agreement and the
\nother documents to be executed by the Borrower pursuant to this Agreement.<\/p>\n

(iii) Consents, etc<\/u>. A certificate, signed by the Secretary or
\nAssistant Secretary of the Borrower, certifying copies of documents evidencing
\nany necessary corporate action, consents and governmental approvals (if any)
\nnecessary with respect to the Borrower153s execution and delivery of, and the
\nperformance by the Borrower of its obligations under, this Agreement and the
\nother documents provided for in this Agreement or a certificate that no such
\ngovernmental consents or approvals are necessary or required.<\/p>\n

(iv) Incumbency and Signatures<\/u>. A certificate, signed by the Secretary
\nor Assistant Secretary of the Borrower, certifying that each Person who, as an
\nofficer of the Borrower, executed on behalf of the Borrower this Agreement, the
\nNotes and the other documents provided for in this Agreement, was, at the time
\nof such execution, duly elected and appointed, qualified and acting as such
\nofficer, and the signature of such Person appearing on each such document is the
\ngenuine signature of such Person.<\/p>\n

44<\/p>\n

\n

(v) Opinion of Counsel for the Borrower<\/u>. The opinion of internal
\ncounsel for the Borrower, addressed to the Administrative Agent and the Lenders,
\nand the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the
\nBorrower, addressed to the Administrative Agent and the Lenders, in each case in
\nform and substance reasonably satisfactory to the Administrative Agent.<\/p>\n

(vi) Articles, By-Laws<\/u>. A certificate signed by the Secretary or
\nAssistant Secretary of the Borrower certifying copies of the articles of
\nincorporation (which articles have been certified as of a recent date by the
\nSecretary of State of the State of Maryland) and by-laws of the Borrower.<\/p>\n

(vii) Good Standing Certificate<\/u>. A Good Standing Certificate for the
\nBorrower issued by the Secretary of State of the State of Maryland.<\/p>\n

(viii) Financial Statements<\/u>. The latest available audited financial
\nstatements for the Borrower (as filed with its most recent report on Form 10-K
\nor equivalent report) and such pro forma financial information as shall have
\nbeen reasonably requested by the Administrative Agent.<\/p>\n

(ix) Officer153s Certificate<\/u>. A certificate, signed by a Responsible
\nOfficer, as to the matters set forth in Section 4.03.<\/p>\n

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

(xi) Other Documents<\/u>. Such other documents as the Administrative Agent
\nor any Lender may reasonably request for purposes of the Patriot Act and\/or
\n“know your client” requirements.<\/p>\n

(b) The representations and warranties in Article III (other than Sections
\n3.04(b) and 3.05) shall be true and correct in all material respects on and as
\nof the Effective Date.<\/p>\n

(c) No Event of Default or Unmatured Event of Default shall have occurred and
\nbe continuing as of the Effective Date.<\/p>\n

(d) The Administrative Agent shall have received evidence reasonably
\nsatisfactory to it that all governmental and third party approvals necessary in
\nconnection with the transactions contemplated by this Agreement have been
\nobtained and are in full force and effect.<\/p>\n

(e) The Administrative Agent shall have received, to the extent invoiced
\nprior to the Effective Date, all reasonable and documented expenses required to
\nbe paid by the Borrower to the Administrative Agent on the Effective Date.<\/p>\n

(f) The Arrangers shall have received, to the extent invoiced prior to the
\nEffective Date and subject to the terms of the applicable Arranger Fee Letters,
\nall reasonable and documented fees and expenses required to be paid by the
\nBorrower to the Arrangers on the Effective Date.<\/p>\n

SECTION 4.02. Availability Date<\/u>. The obligations of the Lenders to
\nmake Loans and of the LC Issuers to issue Facility LCs hereunder and Modify any
\nFacility LC shall not become effective until the date on which each of the
\nfollowing conditions is satisfied (or waived in accordance with Section 8.02):\n<\/p>\n

45<\/p>\n

\n

(a) The Arrangers shall have been satisfied that (i) the Spin Off shall have
\nbeen consummated substantially as described in the Form F-1 and (ii) the
\norganizational structure of the Borrower after the Spin Off shall be as
\nconsistent with the structure disclosed to the Lenders prior to the Effective
\nDate except to the extent of any variations that are not materially adverse to
\nthe interests of the Lenders.<\/p>\n

(b) The Administrative Agent shall have received evidence satisfactory to it
\nthat the commitments under the credit facility evidenced by the Amended and
\nRestated Five-Year Competitive Advance and Revolving Credit Facility dated
\nDecember 4, 2006 among the Borrower, the lenders party thereto and JPMorgan
\nChase Bank, N.A., as administrative agent, shall have been terminated and
\ncancelled and all indebtedness thereunder shall have been fully repaid (except
\nto the extent being so repaid with the initial Loans).<\/p>\n

(c) The Index Debt shall have a rating of BBB- or higher from S&P and
\nBaa3 or higher from Moody153s and an outlook of stable or better from both S&P
\nand Moody153s.<\/p>\n

(d) The Administrative Agent shall have received a certificate, in form and
\nsubstance reasonably satisfactory to the Administrative Agent, signed by the
\nChief Financial Officer or Treasurer of the Borrower, certifying that, as of the
\nAvailability Date and after giving effect (including effect on a pro forma
\nbasis) to the Spin Off, (i) the Borrower and its Subsidiaries are Solvent on a
\nconsolidated basis and (ii) the Borrower is in compliance with the financial
\ncovenants set forth in Section 5.11, provided that, for purposes of such
\ncalculations, Consolidated Total Indebtedness will be determined as of the
\nAvailability Date (giving pro forma effect to any debt incurrence or debt
\nextinguishment to occur on such date) and Consolidated Net Income, Consolidated
\nEBIT, Consolidated EBITDA and Consolidated Net Interest Expense will be
\ncalculated based on Borrower153s financial statements for the four-quarter period
\nended March 31, 2012, giving pro forma effect to the Debt Tender and to all
\nMaterial Dispositions and Material Acquisitions to be completed as of June 30,
\n2012, with such calculations set forth in reasonable detail.<\/p>\n

(e) The Administrative Agent shall have received a certificate, signed by a
\nResponsible Officer, as to the matters set forth in Section 4.03.<\/p>\n

(f) The representations and warranties in Article III shall be true and
\ncorrect in all material respects on and as of the Availability Date.<\/p>\n

(g) No Event of Default or Unmatured Event of Default shall have occurred and
\nbe continuing as of the Availability Date.<\/p>\n

(h) The Administrative Agent shall have received, to the extent invoiced and
\nsubject to the terms of the Administrative Agent Fee Letter, all reasonable and
\ndocumented fees required to be paid by the Borrower to the Administrative Agent
\non the Availability Date.<\/p>\n

(i) The Arrangers shall have received, to the extent invoiced and subject to
\nthe terms of the applicable Arranger Fee Letters, all reasonable and documented
\nfees required to be paid by the Borrower to the Arrangers on the Availability
\nDate.<\/p>\n

SECTION 4.03. All Loans<\/u>. The obligation of each Lender to make any
\nLoan and the obligation of each LC Issuer to issue any Facility LC and Modify
\nany Facility LC is subject to the following conditions precedent:<\/p>\n

46<\/p>\n

\n

(a) No Unmatured Event of Default or Event of Default has occurred and is
\ncontinuing at the time of, and after giving effect to, such Loan or Facility LC,
\nas applicable.<\/p>\n

(b) The warranties contained in Article III (other than the warranties
\ncontained in Section 3.04(b) and 3.07) are true and correct in all material
\nrespects (provided that any representation or warranty qualified by materiality
\nor material adverse change shall be true and correct in all respects) as of the
\ndate of, and after giving effect to, such Loan with the same effect as though
\nmade on the date of such Loan (after, in the case of Section 3.05, taking
\naccount of any schedule or report theretofore delivered to the Lenders
\nsupplementing the information set forth in Section 3.05, or in the Exhibits and
\nother documents referred to in Section 3.05; provided<\/u>, however, that the
\ndelivery of any such schedule or report after the Effective Date shall not
\naffect, diminish, cure or waive any Event of Default arising from any litigation
\nor proceeding referenced in such schedule or report).<\/p>\n

It is understood that each request for such a Loan or Facility LC by the
\nBorrower shall be deemed to constitute a warranty by the Borrower that the
\nconditions precedent set forth in this Section 4.03 are and will be satisfied as
\nof the date of such request and as of the date of, and after giving effect to,
\nsuch Loan or Facility LC, as applicable.<\/p>\n

ARTICLE V<\/p>\n

Borrower153s Covenants <\/u><\/p>\n

Until the expiration or termination of the Commitments and thereafter until
\nall Obligations of the Borrower hereunder are paid in full, the Borrower agrees
\nthat, unless at any time the Required Lenders shall otherwise expressly consent
\nin writing, the Borrower will:<\/p>\n

SECTION 5.01. Reports, Certificates and Other Information<\/u>. Furnish to
\nthe Administrative Agent (for further distribution to the Lenders, which
\ndistribution shall be made promptly after the Administrative Agent153s receipt of
\nthe applicable information):<\/p>\n

(a) Audit Report<\/u>. Within 100 days (or, if earlier, within 5 days after
\nthe date required, if at all, to be filed with the Securities and Exchange
\nCommission, without giving effect to any extension for the filing thereof) after
\neach Fiscal Year, a copy of an unqualified audit report of the Borrower and the
\nSubsidiaries prepared on a consolidated basis and in conformity with GAAP
\napplied on a basis consistent with the audited consolidated financial statements
\nof the Borrower and the Subsidiaries as of July 2, 2011, duly certified by
\nindependent certified public accountants of recognized standing selected by the
\nBorrower.<\/p>\n

(b) Interim Reports<\/u>. Within 45 days (or, if earlier, within 5 days
\nafter the date required, if at all, to be filed with the Securities and Exchange
\nCommission, without giving effect to any extension for the filing thereof) after
\neach of the first three Fiscal Quarters of each Fiscal Year, a copy of unaudited
\nfinancial statements of the Borrower and the Subsidiaries prepared in the same
\nmanner as the audit report referred to in paragraph (a) above, signed by a
\nResponsible Officer and consisting of at least a balance sheet as at the close
\nof such quarter and statements of earnings and source and application of funds
\nfor such quarter and for the period from the beginning of such Fiscal Year to
\nthe end of such Fiscal Quarter.<\/p>\n

(c) Certificates<\/u>. Contemporaneously with the furnishing of a copy of
\neach annual audit report provided for in paragraph (a) above and of each set of
\nquarterly statements provided for in paragraph (b) above, a certificate dated
\nthe date of such annual report or quarterly statements and signed by a
\nResponsible Officer, (i) to the effect that no Event of Default or Unmatured
\nEvent of Default has<\/p>\n

47<\/p>\n

\n

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

(d) Reports to SEC and to Shareholders<\/u>. Copies of each material filing
\nand report made by the Borrower or any Subsidiary with or to any securities
\nexchange or the Securities and Exchange Commission, and of each communication
\nfrom the Borrower or any Subsidiary to shareholders generally, promptly upon the
\nfiling or making thereof.<\/p>\n

(e) Notice of Default, Litigation and ERISA Matters<\/u>. Promptly upon
\nlearning of the occurrence of any of the following, written notice thereof,
\ndescribing the same and the steps being taken by the Borrower or the Subsidiary
\naffected with respect thereto: (a) the occurrence of an Event of Default; (b)
\nthe institution of, or any adverse determination in, any litigation, arbitration
\nproceeding or governmental proceeding which is material to the Borrower and the
\nSubsidiaries on a consolidated basis; (c) the occurrence of any material ERISA
\nReportable Event or material ERISA Termination Event; or (d) the institution of
\nsteps by any member of the ERISA Controlled Group to withdraw from, or the
\ninstitution of any steps to terminate, a material ERISA Plan under which any
\nmember of the ERISA Controlled Group may have any liability.<\/p>\n

(f) Other Information<\/u>. From time to time such other information
\nconcerning the Borrower and the Subsidiaries as any Lender or the Administrative
\nAgent may reasonably request.<\/p>\n

Documents required to be delivered pursuant to Section 5.01(a), (b) or (d)
\n(to the extent any such documents are included in materials otherwise filed with
\nthe Securities and Exchange Commission) may be delivered electronically and if
\nso delivered, shall be deemed to have been delivered on the date (i) on which
\nthe Borrower posts such documents, or provides a link thereto on the Borrower153s
\npublicly available website on the Internet or (ii) on which such documents are
\nposted on the Borrower153s behalf on an Internet or intranet website, if any, to
\nwhich each Lender and the Administrative Agent have access (whether a
\ncommercial, third-party website or whether sponsored by the Administrative
\nAgent); provided<\/u> that the Borrower shall notify the Administrative Agent
\nand each Lender (by facsimile or electronic mail) of the posting of any such
\ndocuments and provide to the Administrative Agent by electronic mail electronic
\nversions (i.e.<\/u>, soft copies) of such documents.<\/p>\n

SECTION 5.02. Books, Records and Inspections<\/u>. Maintain, and cause each
\nSubsidiary to maintain, complete and accurate books and records. Access by any
\nLender or the Administrative Agent to the books and records of the Borrower and
\nof any Subsidiary and inspection of the properties and operations of the
\nBorrower and of any Subsidiary by any Lender or the Administrative Agent may be
\nmade upon one Business Day153s prior notice by such Lender or the Administrative
\nAgent to the Borrower or such Subsidiary, as the case may be; provided<\/u>
\nthat, other than any such visits and inspections conducted during the
\ncontinuation of an Event of Default, only two such visits during any calendar
\nyear by the Administrative Agent, on behalf of the Lenders, shall be at the
\nBorrower153s expense.<\/p>\n

SECTION 5.03. Insurance<\/u>. Maintain, and cause each Subsidiary to
\nmaintain, such insurance as may be required by law and such other insurance, to
\nsuch extent and against such hazards and liabilities as is customarily
\nmaintained by companies similarly situated.<\/p>\n

48<\/p>\n

\n

SECTION 5.04. Taxes and Liabilities<\/u>. Pay, and cause each Subsidiary to
\npay, all material Taxes, assessments and other governmental charges imposed upon
\nit before any penalty accrues thereon, except as contested in good faith and by
\nappropriate proceedings.<\/p>\n

SECTION 5.05. Liens<\/u>. Not, and not permit any Subsidiary to, create or
\npermit to exist any Lien upon any of its property or assets, whether now owned
\nor hereafter acquired, except:<\/p>\n

(a) Liens in favor of the Borrower or a Subsidiary;<\/p>\n

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

(c) Liens existing on property at the time such property is acquired;
\nprovided<\/u> that (i) such Lien is not created in contemplation of or in
\nconnection with such acquisition, (ii) such Lien shall not apply to any other
\nproperty or assets of the Borrower or any Subsidiary and (iii) such Lien shall
\nsecure only those obligations which it secures on the date of such acquisition
\nand extensions, renewals and replacements thereof that do not increase the
\noutstanding principal amount thereof, except increases by an amount equal to the
\npremium and other amounts paid, and fees and expenses incurred, in connection
\nwith such refinancing;<\/p>\n

(d) tax, materialmen153s, mechanic153s, carrier153s, repairmen153s, warehousemen153s
\nand judgment Liens, Liens arising by operation of law and other similar liens;\n<\/p>\n

(e) Liens in favor of any state or local government or governmental agency in
\nconnection with tax-exempt financings;<\/p>\n

(f) utility easements, building restrictions and such other encumbrances or
\ncharges against real property as are of a nature generally existing with respect
\nto properties of a similar character and which do not in any material way affect
\nthe marketability of the same or interfere with the use thereof in the business
\nof the Borrower or the Subsidiaries;<\/p>\n

(g) Liens for current Taxes not delinquent or for Taxes being contested in
\ngood faith and by appropriate proceedings;<\/p>\n

(h) other Liens arising in the ordinary course of business and not in
\nconnection with the borrowing of money or the obtaining of advances or credit
\nand which do not in the aggregate materially detract from the value of its
\nproperty or materially impair the use thereof in the operation of its business;\n<\/p>\n

(i) Liens arising out of pledges or deposits under worker153s compensation
\nlaws, unemployment insurance, old age pensions, or other social security or
\nretirement benefits, or similar legislation;<\/p>\n

(j) Liens on the assets or property of the Subsidiaries securing Indebtedness
\npermitted under Section 5.12(d); provided<\/u> that (i) such Liens do not at
\nany time encumber any property other than the property financed by such
\nIndebtedness and (ii) the Indebtedness secured thereby does not exceed the cost
\nor fair market value, whichever is lower, of the property being acquired on the
\ndate of acquisition;<\/p>\n

49<\/p>\n

\n

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

(l) deposits to secure the performance of bids, trade contracts and leases
\n(other than Indebtedness), statutory obligations, surety and appeal bonds,
\nperformance bonds and other obligations of a like nature incurred in the
\nordinary course of business;<\/p>\n

(m) easements, rights-of-way, restrictions and other similar encumbrances
\naffecting real property which, in the aggregate, are not substantial in amount,
\nand which do not in any case materially detract from the value of the property
\nsubject thereto or materially interfere with the ordinary conduct of the
\nbusiness of the applicable Person;<\/p>\n

(n) Liens in respect of goods consigned to the Borrower of any of its
\nSubsidiaries in the ordinary course of business; provided<\/u> that such Liens
\nare limited to the goods so consigned; and<\/p>\n

(o) banker153s liens and similar Liens (including set-off rights) incurred in
\nthe ordinary course of business in respect of bank deposits not established for
\nthe purpose of securing Indebtedness.<\/p>\n

SECTION 5.06. [Intentionally Omitted].<\/p>\n

SECTION 5.07. Mergers, Consolidations, Sales<\/u>. Not, and not permit any
\nSubsidiary to, merge or consolidate with or into any Person or lease, sell or
\notherwise dispose of all or substantially all of its assets to any other Person,
\nexcept that:<\/p>\n

(a) any Subsidiary may merge or consolidate with or into, or lease or sell or
\notherwise dispose of any or all of its property, assets or business to, the
\nBorrower or another Subsidiary;<\/p>\n

(b) the Borrower or a Subsidiary may acquire another corporation by merger,
\nprovided<\/u> that the Borrower or a Subsidiary is the survivor of such merger
\nand the consummation thereof does not create or result in an Event of Default;\n<\/p>\n

(c) the Borrower may consummate the Spin Off as described in the Form F-1,
\nwith any variations that are not materially adverse to the interests of the
\nLenders; and<\/p>\n

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

SECTION 5.08. Employee Benefit Plans<\/u>. Maintain, and cause each
\nSubsidiary to maintain, each ERISA Plan as to which it may have any liability in
\ncompliance with all applicable requirements of law and regulations.<\/p>\n

SECTION 5.09. Use of Proceeds<\/u>. Not use or permit any proceeds of the
\nLoans to be used in any manner which would violate or cause any Lender to be in
\nviolation of Regulations T, U or X of the Board. Not use or permit any proceeds
\nof the Loans to be used for any purpose other than for general corporate
\npurposes (which includes funding acquisitions by the Borrower or any of its
\nSubsidiaries).<\/p>\n

50<\/p>\n

\n

SECTION 5.10. Other Agreements<\/u>. Not enter into any agreement
\ncontaining any provision which would be violated or breached by the performance
\nof its obligations hereunder or under any instrument or document delivered or to
\nbe delivered by it hereunder or in connection herewith.<\/p>\n

SECTION 5.11. Financial Covenants<\/u>.<\/p>\n

(a) Interest Coverage Ratio<\/u>. Maintain a ratio, determined as of the
\nend of each Fiscal Quarter ending after the date hereof, of (a) Consolidated
\nEBIT to (b) Consolidated Net Interest Expense, in each case for the period of
\nfour (4) consecutive Fiscal Quarters ending with the end of such Fiscal Quarter,
\nall calculated for the Borrower and its Subsidiaries on a consolidated basis, of
\nnot less than 2.00 to 1.00.<\/p>\n

(b) Total Leverage Ratio<\/u>. Maintain a ratio, determined as of the end
\nof each Fiscal Quarter ending after the date hereof, of (a) Consolidated Total
\nIndebtedness to (b) Consolidated EBITDA for the period of four (4) consecutive
\nFiscal Quarters ending with the end of such Fiscal Quarter, all calculated for
\nthe Borrower and its Subsidiaries on a consolidated basis, of not more than 3.50
\nto 1.00.<\/p>\n

SECTION 5.12. Subsidiary Indebtedness<\/u>. Permit any Subsidiary to
\ncreate, incur, assume or suffer to exist any Indebtedness, except:<\/p>\n

(a) Indebtedness under this Agreement and the other loan documents;<\/p>\n

(b) Indebtedness outstanding on the date hereof and listed on Schedule 5.12
\nand any refinancings, refundings, renewals or extensions thereof;
\nprovided<\/u> that (i) the amount of such Indebtedness is not increased at the
\ntime of such refinancing, refunding, renewal or extension except by an amount
\nequal to a premium or other amount paid, and fees and expenses incurred, in
\nconnection with such refinancing and by an amount equal to any existing
\ncommitments unutilized thereunder and (ii) the terms relating to principal
\namount, amortization, maturity, collateral (if any) and subordination (if any),
\nand other material terms taken as a whole, of any such refinancing, refunding,
\nrenewing or extending Indebtedness, and of any agreement entered into and of any
\ninstrument issued in connection therewith, are no less favorable in any material
\nrespect to the Borrower, the Subsidiaries or the Lenders than the terms of any
\nagreement or instrument governing the Indebtedness being refinanced, refunded,
\nrenewed or extended;<\/p>\n

(c) obligations (contingent or otherwise) of any Subsidiary existing or
\narising under any Swap Contract, provided<\/u> that (i) such obligations are
\n(or were) not entered into by such Person for purposes of speculation or taking
\na “market view;” and (ii) such Swap Contract does not contain any provision
\nexonerating the non-defaulting party from its obligation to make payments on
\noutstanding transactions to the defaulting party;<\/p>\n

(d) Indebtedness of any Person that becomes a Subsidiary after the date
\nhereof that is existing at the time such Person becomes a Subsidiary (other than
\nIndebtedness incurred solely in contemplation of such Person becoming a
\nSubsidiary) and any Indebtedness extending the maturity of, or refunding or
\nrefinancing, such Indebtedness, in whole or in part; provided that the principal
\namount of such Indebtedness shall not be increased above the principal amount
\nthereof outstanding immediately prior to such extension, refunding or
\nrefinancing, and the direct and contingent obligors therefor shall not be
\nchanged as a result of, or in connection with, such extension, refunding or
\nrefinancing;<\/p>\n

51<\/p>\n

\n

(e) Indebtedness, or guarantees thereof, with respect to surety bonds or
\nindustrial revenue bonds (or other similar tax exempt or taxable municipal
\nobligations) and letters of credit and other similar arrangement arising in the
\nordinary course of business;<\/p>\n

(f) any Indebtedness, or guarantees thereof, owed by any Subsidiary to the
\nBorrower or any wholly-owned Subsidiary of the Borrower;<\/p>\n

(g) Indebtedness in an amount not to exceed the amount specified in Section
\n5.05(b)(iii) and secured by Liens permitted by Section 5.05(b); and<\/p>\n

(h) other Indebtedness (including, without limitation, in respect of capital
\nleases and purchase money obligations for fixed or capital assets) and
\nguarantees thereof not otherwise permitted under this Section 5.12;
\nprovided<\/u> that the aggregate amount of all such Indebtedness at any one
\ntime outstanding shall not exceed 10% of Tangible Assets.<\/p>\n

ARTICLE VI<\/p>\n

Events of Default and Their Effect <\/u><\/p>\n

SECTION 6.01. Events of Default<\/u>. Each of the following shall
\nconstitute an Event of Default under this Agreement:<\/p>\n

(a) Non-Payment of Loans, etc<\/u>. (i) A default in the payment when due
\nof any principal of any Loan or any Reimbursement Obligation or (ii) a default
\nin the payment when due of any interest on any Loan, fee, including, without
\nlimitation, any LC Fee, or other amount payable hereunder and the continuance
\nthereof for five Business Days.<\/p>\n

(b) Cross-Default<\/u>. (i) the Borrower or any Subsidiary shall fail to
\nmake any payment (whether of principal or interest and regardless of amount) in
\nrespect of any Material Indebtedness, when and as the same shall become due and
\npayable, after giving effect to any applicable grace period or (ii) any event or
\ncondition occurs that (A) results in any Material Indebtedness becoming due
\nprior to its scheduled maturity or (B) enables or permits (with or without the
\ngiving of notice, the lapse of time or both) the holder or holders of any
\nMaterial Indebtedness or any trustee or agent on its or their behalf to cause
\nany Material Indebtedness to become due, or to require the prepayment,
\nrepurchase, redemption or defeasance thereof, prior to its scheduled maturity;
\nprovided<\/u> that clause (b)(ii) shall not apply to secured Indebtedness that
\nbecomes due as a result of the voluntary sale or transfer of the property or
\nassets securing such Indebtedness; provided<\/u>, further<\/u> that no Event
\nof Default under clause (b)(ii)(B) shall occur unless and until any notice has
\nbeen given, and\/or the period of time has elapsed with respect to such Material
\nIndebtedness, so as to enable or permit such holder(s), trustee or agent to
\ncause such Material Indebtedness to become due or require such prepayment,
\nrepurchase, redemption or defeasance.<\/p>\n

(c) Bankruptcy, Insolvency, etc<\/u>. The Borrower or any Subsidiary
\nbecomes insolvent or is generally unable to pay, or admits in writing its
\ninability or refusal to pay, debts as they become due; or the Borrower or any
\nSubsidiary applies for, or consents in writing to, the appointment of, a
\ntrustee, receiver or other custodian for the Borrower or any Subsidiary or any
\nproperty thereof, or makes a general assignment for the benefit of creditors; or
\na trustee, receiver or other custodian is appointed for the Borrower or any
\nSubsidiary or for a substantial part of the property of any thereof and is not
\ndischarged within 45 days; or any bankruptcy, reorganization, debt arrangement,
\nor other case or proceeding under any bankruptcy or insolvency law, or any
\ndissolution or liquidation proceeding is commenced in respect of the Borrower or
\nany Subsidiary and if such case or proceeding is not commenced by the Borrower
\nor such Subsidiary, it is consented to or acquiesced in by the Borrower or any
\nSubsidiary, or remains for 45 days undismissed; or the Borrower or any
\nSubsidiary takes any corporate action to authorize, or in furtherance of, any of
\nthe foregoing.<\/p>\n

52<\/p>\n

\n

(d) Non-Compliance with this Agreement<\/u>. Failure by the Borrower to
\ncomply with or to perform any provision of this Agreement applicable to the
\nBorrower (and not constituting an Event of Default under any other provision of
\nthis Article VI) and continuance of such failure for 30 days after notice
\nthereof to the Borrower from the Administrative Agent, any Lender, the holder of
\nany Loan or any LC Issuer.<\/p>\n

(e) Warranties<\/u>. Any representation or warranty made by the Borrower
\nherein is false or misleading in any material respect, or any schedule,
\ncertificate, financial statement, report, notice, or other writing furnished by
\nthe Borrower to the Administrative Agent or Lender (including, without
\nlimitation, any LC Issuer) is false or misleading in any material respect on the
\ndate as of which the facts therein set forth are stated or certified or deemed
\nto be made.<\/p>\n

(f) ERISA<\/u>. (i) The incurrence of ERISA Unfunded Liabilities determined
\nin the most recent actuarial report received by the Borrower for all ERISA
\nSingle Employer Plans, or (ii) the incurrence by the Borrower or any Subsidiary
\nof withdrawal liabilities, or (iii) the existence of an ERISA Termination Event
\nwhich imposes any material liability on the Borrower, any Subsidiary or any
\nother member of the ERISA Controlled Group, which, when taken together, would
\nreasonably be expected to have a Material Adverse Effect.<\/p>\n

(g) Judgments<\/u>. Final judgment for the payment of money shall be
\nrendered by a court against the Borrower or any Subsidiary and such judgment
\nshall not be discharged (or provision shall not be made for such discharge), a
\nstay of execution thereof shall not be procured, or such judgment shall not be
\npaid or bonded to the reasonable satisfaction of the Required Lenders within 30
\ndays from the date of entry thereof and the Borrower or any Subsidiary, as the
\ncase may be, shall not, within said period of 30 days or such longer period
\nduring which the execution of the same shall have been stayed, appeal therefrom
\nand cause the execution thereof to be stayed during such appeal,
\nprovided<\/u>, however, that the amount of all such outstanding judgments
\nshall be in the aggregate at any one time equal to or greater than $75,000,000
\n(exclusive of judgment amounts fully covered by insurance where the insurer has
\nnot denied liability in respect of such judgment).<\/p>\n

(h) Change of Control<\/u>. (i) Any person or group of persons (within the
\nmeaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended)
\nshall have acquired beneficial ownership (within the meaning of Rule 13d-3
\npromulgated by the Securities and Exchange Commission under said Act) of 50% or
\nmore of the outstanding shares of common stock of the Borrower or (ii) on and
\nafter the Availability Date and after giving effect to the Spin Off, Continuing
\nDirectors no longer constitute a majority of the board of directors of the
\nBorrower.<\/p>\n

SECTION 6.02. Effect of Event of Default<\/u>. Subject to the last sentence
\nof this Section 6.02, if any Event of Default described in Section 6.01(c) shall
\noccur, the Commitments (if they have not theretofore terminated) shall
\nimmediately terminate and all Loans and all other amounts payable hereunder
\nshall become immediately due and payable, all without notice of any kind; and in
\nthe case of any other Event of Default, the Administrative Agent may (and upon
\nwritten request of the Required Lenders shall) declare the Commitments (if they
\nhave not theretofore terminated) to be terminated and all Loans and all other
\namounts payable hereunder to be immediately due and payable, whereupon the
\nCommitments (if they have not theretofore terminated) shall immediately
\nterminate and all Loans and all other amounts payable hereunder shall become
\nimmediately due and payable, all without notice of any kind. The Administrative
\nAgent shall promptly advise the Borrower and each Lender of any such<\/p>\n

53<\/p>\n

\n

declaration. Notwithstanding the foregoing, the effect as an Event of Default
\nof any event described in Section 6.01(a) or Section 6.01(c) may be waived by
\nthe written consent of all the Lenders and the effect as an Event of Default of
\nany other event described in this Article VI may be waived by the written
\nconsent of the Required Lenders.<\/p>\n

ARTICLE VII<\/p>\n

The Administrative Agent <\/u><\/p>\n

Each of the Lenders and each of the LC Issuers hereby irrevocably appoints
\nBank of America, N.A. as the Administrative Agent and authorizes the
\nAdministrative Agent to take such actions on its behalf and to exercise such
\npowers as are delegated to the Administrative Agent by the terms hereof,
\ntogether with such actions and powers as are reasonably incidental thereto. The
\nprovisions of this Article VII are solely for the benefit of the Administrative
\nAgent, and the Borrower shall not have rights as a third party beneficiary of
\nany of such provisions. It is understood and agreed that the use of the term
\n“agent” herein or in any other loan documents (or any other similar term) with
\nreference to the Administrative Agent is not intended to connote any fiduciary
\nor other implied (or express) obligations arising under agency doctrine of any
\napplicable Law. Instead such term is used as a matter of market custom, and is
\nintended to create or reflect only an administrative relationship between
\ncontracting parties.<\/p>\n

The bank serving as Administrative Agent hereunder shall have the same rights
\nand powers in its capacity as a Lender (if acting in the capacity of a Lender)
\nas any other Lender and may exercise the same as though it were not the
\nAdministrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise
\nexpressly indicated or unless the context otherwise requires, include the Person
\nserving as the Administrative Agent hereunder in its individual capacity, and
\nsuch bank and its Affiliates may accept deposits from, lend money to and
\ngenerally engage in any kind of business with the Borrower or any Subsidiary or
\nother Affiliate thereof as if it were not the Administrative Agent hereunder and
\nwithout any duty to account therefor to the Lenders.<\/p>\n

The Administrative Agent shall not have any duties or obligations except
\nthose expressly set forth herein, and its duties hereunder shall be
\nadministrative in nature. Without limiting the generality of the foregoing, (a)
\nthe Administrative Agent shall not be subject to any fiduciary or other implied
\nduties, regardless of whether an Event of Default has occurred and is
\ncontinuing, (b) the Administrative Agent shall have no duty to take any
\ndiscretionary action or exercise any discretionary powers, except discretionary
\nrights and powers expressly contemplated hereby that the Administrative Agent is
\nrequired to exercise in writing by the Required Lenders (or such other number or
\npercentage of the Lenders as shall be necessary under the circumstances as
\nprovided in Section 8.02), provided<\/u> that the Administrative Agent shall
\nnot be required to take any action that, in its opinion or the opinion of its
\ncounsel, may expose the Administrative Agent to liability or that is contrary to
\nthis Agreement or any other loan document or applicable law, including for the
\navoidance of doubt any action that may be in violation of the automatic stay
\nunder any Debtor Relief Law or that may effect a forfeiture, modification or
\ntermination of property of a Defaulting Lender in violation of any Debtor Relief
\nLaw, and (c) except as expressly set forth herein, the Administrative Agent
\nshall not have any duty to disclose, and the Administrative Agent shall not be
\nliable for the failure to disclose, any information relating to the Borrower or
\nany of the Subsidiaries that is communicated to or obtained by the bank serving
\nas the Administrative Agent or any of its Affiliates in any capacity. The
\nAdministrative Agent shall not be liable for any action taken or not taken by it
\n(i) with the consent of the Required Lenders (or such other number or percentage
\nof the Lenders as shall be necessary under the circumstances as provided in
\nSection 8.02); (ii) at the request of the Required Lenders (or such other number
\nor percentage of the Lenders as shall be necessary under the circumstances<\/p>\n

54<\/p>\n

\n

as provided in Section 8.02); or (iii) in the absence of its own gross
\nnegligence or willful misconduct as determined by a court of competent
\njurisdiction by final and nonappealable judgment. The Administrative Agent shall
\nnot be deemed to have knowledge of any Event of Default unless and until written
\nnotice thereof is given to the Administrative Agent by the Borrower or a Lender,
\nand the Administrative Agent shall not be responsible for or have any duty to
\nascertain or inquire into (i) any statement, warranty or representation made in
\nor in connection with this Agreement, (ii) the contents of any certificate,
\nreport or other document delivered hereunder or in connection herewith, (iii)
\nthe performance or observance of any of the covenants, agreements or other terms
\nor conditions set forth herein, (iv) the validity, enforceability, effectiveness
\nor genuineness of this Agreement or any other agreement, instrument or document,
\nor (v) the satisfaction of any condition set forth in Article IV or elsewhere
\nherein (except insofar as a determination by the Administrative Agent is
\nrequired for such satisfaction), other than to confirm receipt of items
\nexpressly required to be delivered to the Administrative Agent.<\/p>\n

The Administrative Agent shall be entitled to rely upon, and shall not incur
\nany liability for relying upon, any notice, request, certificate, consent,
\nstatement, instrument, document or other writing believed by it to be genuine
\nand to have been signed or sent by the proper Person. The Administrative Agent
\nalso may rely upon any statement made to it orally or by telephone and believed
\nby it to be made by the proper Person, and shall not incur any liability for
\nrelying thereon. In determining compliance with any condition hereunder to the
\nmaking of a Loan that by its terms must be fulfilled to the satisfaction of a
\nLender, the Administrative Agent may presume that such condition is satisfactory
\nto such Lender unless the Administrative Agent shall have received notice to the
\ncontrary from such Lender prior to the making of such Loan. The Administrative
\nAgent may consult with legal counsel (who may be counsel for the Borrower),
\nindependent accountants and other experts selected by it, and shall not be
\nliable for any action taken or not taken by it in accordance with the advice of
\nany such counsel, accountants or experts.<\/p>\n

The Administrative Agent may perform any and all its duties and exercise its
\nrights and powers by or through any one or more sub-agents appointed by the
\nAdministrative Agent. The Administrative Agent and any such sub-agent may
\nperform any and all its duties and exercise its rights and powers through their
\nrespective Related Parties. The exculpatory provisions of the preceding
\nparagraphs shall apply to any such sub-agent and to the Related Parties of the
\nAdministrative Agent and any such sub-agent, and shall apply to their respective
\nactivities in connection with the syndication of the credit facilities provided
\nfor herein as well as activities as the Administrative Agent. The Administrative
\nAgent shall not be responsible for the negligence or misconduct of any
\nsub-agents except to the extent that a court of competent jurisdiction
\ndetermines in a final and non appealable judgment that the Administrative Agent
\nacted with gross negligence or willful misconduct in the selection of such
\nsub-agents.<\/p>\n

The Administrative Agent may resign at any time by notifying the Lenders, the
\nLC Issuers and the Borrower in writing. Upon any such resignation, the Required
\nLenders shall have the right, in consultation with the Borrower (if no Event of
\nDefault exists), to appoint a successor, which shall be a bank with an office in
\nthe United States, or an Affiliate of any such bank with an office in the United
\nStates. If no successor shall have been so appointed by the Required Lenders and
\nshall have accepted such appointment within 30 days after the retiring
\nAdministrative Agent gives notice of its resignation (or such earlier day as
\nshall be agreed by the Required Lenders) (the “Resignation Effective
\nDate<\/u>“), then the retiring Administrative Agent may (but shall not be
\nobligated to), on behalf of the Lenders, appoint a successor Administrative
\nAgent meeting the qualifications set forth above. Whether or not a successor has
\nbeen appointed, such resignation shall become effective in accordance with such
\nnotice on the Resignation Effective Date.<\/p>\n

55<\/p>\n

\n

If the Person serving as Administrative Agent is a Defaulting Lender pursuant
\nto clause (d)<\/u> of the definition thereof, the Required Lenders may, to the
\nextent permitted by applicable law, by notice in writing to the Borrower and
\nsuch Person remove such Person as Administrative Agent and, in consultation with
\nthe Borrower, appoint a successor. If no such successor shall have been so
\nappointed by the Required Lenders and shall have accepted such appointment
\nwithin 30 days (or such earlier day as shall be agreed by the Required Lenders)
\n(the “Removal Effective Date<\/u>“), then such removal shall nonetheless
\nbecome effective in accordance with such notice on the Removal Effective Date.\n<\/p>\n

With effect from the Resignation Effective Date or the Removal Effective Date
\n(as applicable) (i) the retiring or removed Administrative Agent shall be
\ndischarged from its duties and obligations hereunder and under the other loan
\ndocuments and (ii) except for any indemnity payments or other amounts then owed
\nto the retiring or removed Administrative Agent, all payments, communications
\nand determinations provided to be made by, to or through the Administrative
\nAgent shall instead be made by or to each Lender directly, until such time, if
\nany, as the Required Lenders appoint a successor Administrative Agent as
\nprovided for above. Upon the acceptance of its appointment as Administrative
\nAgent hereunder by a successor, such successor shall succeed to and become
\nvested with all the rights, powers, privileges and duties of the retiring (or
\nremoved) Administrative Agent (other than any rights to indemnity payments or
\nother amounts owed to the retiring or removed Administrative Agent as of the
\nResignation Effective Date or the Removal Effective Date, as applicable), and
\nthe retiring or removed Administrative Agent shall be discharged from its duties
\nand obligations hereunder (if not already discharged therefrom as provided
\nabove). The fees payable by the Borrower to a successor Administrative Agent
\nshall replace and be the same as those payable to its predecessor unless
\notherwise agreed between the Borrower and such successor. After the
\nAdministrative Agent153s resignation hereunder, the provisions of this Article and
\nSection 8.03 shall continue in effect for the benefit of such retiring
\nAdministrative Agent, its sub-agents and their respective Related Parties in
\nrespect of any actions taken or omitted to be taken by any of them while it was
\nacting as Administrative Agent.<\/p>\n

Any resignation by Bank of America, N.A. as Administrative Agent pursuant to
\nthis Article VI shall also constitute its resignation as an LC Issuer and a
\nSwingline Lender. If Bank of America, N.A. resigns as an LC Issuer, it shall
\nretain all the rights, powers, privileges and duties of an LC Issuer hereunder
\nwith respect to all Facility LCs outstanding as of the effective date of its
\nresignation as an LC Issuer and all LC Obligations with respect thereto,
\nincluding the right to require the Lenders to make Loans or fund risk
\nparticipations pursuant to Section 2.22(e). If Bank of America, N.A. resigns as
\na Swingline Lender, it shall retain all the rights of a Swingline Lender
\nprovided for hereunder with respect to Swingline Loans made by it and
\noutstanding as of the effective date of such resignation, including the right to
\nrequire the Lenders to make Loans or fund risk participations in outstanding
\nSwingline Loans pursuant to Section 2.05(c). Upon the appointment by the
\nBorrower of a successor LC Issuer or Swingline Lender hereunder (which successor
\nshall in all cases be a Lender other than a Defaulting Lender), (a) such
\nsuccessor shall succeed to and become vested with all of the rights, powers,
\nprivileges and duties of the retiring LC Issuer or Swingline Lender, as
\napplicable, (b) the retiring LC Issuer and Swingline Lender shall be discharged
\nfrom all of their respective duties and obligations hereunder or under the other
\nloan documents, and (c) the successor LC Issuer shall issue letters of credit in
\nsubstitution for the Facility LCs issued by the retiring LC Issuer, if any,
\noutstanding at the time of such succession or make other arrangements
\nsatisfactory to Bank of America, N.A. to effectively assume the obligations of
\nBank of America, N.A. with respect to such Facility LCs.<\/p>\n

Each Lender acknowledges that it has, independently and without reliance upon
\nthe Administrative Agent or any other Lender and based on such documents and
\ninformation as it has deemed appropriate, made its own credit analysis and
\ndecision to enter into this Agreement. Each Lender also acknowledges that it
\nwill, independently and without reliance upon the Administrative Agent or any
\nother Lender and based on such documents and information as it shall from time
\nto time deem appropriate, continue to make its own decisions in taking or not
\ntaking action under or based upon this Agreement, any related agreement or any
\ndocument furnished hereunder or thereunder.<\/p>\n

56<\/p>\n

\n

Each party to this Agreement acknowledges that neither the Syndication Agent
\nnor any of the Co-Documentation Agents or Co-Agents shall have any separate
\nduties, responsibilities, obligations or authority under this Agreement in such
\ncapacity.<\/p>\n

ARTICLE VIII<\/p>\n

Miscellaneous <\/u><\/p>\n

SECTION 8.01. Notices<\/u>. Except in the case of notices and other
\ncommunications expressly permitted to be given by telephone, all notices and
\nother communications provided for herein shall be in writing and shall be
\ndelivered by hand or overnight courier service, mailed by certified or
\nregistered mail or sent by telecopy, as follows:<\/p>\n

(a) if to the Borrower, to it at Sara Lee Corporation, 3500 Lacey Road,
\nDowners Grove, IL 60515-5424, Attention of the Treasurer (Telecopy No. (630)
\n598-8567);<\/p>\n

(b) if to the Administrative Agent, to Bank of America, N.A., 901 Main
\nStreet, 14th<\/sup> Floor, Dallas, Texas 75202-3712, Attention of Anthony
\nKell (Telecopy No. (214) 290-9422);<\/p>\n

(c) if to Bank of America, N.A. in its capacity as a Swingline Lender, to it
\nat 901 Main Street, 14th<\/sup> Floor, Dallas, Texas 75202-3712, Attention
\nof Deanna Betik (Telecopy No. (214) 290-9414); with a copy to the Administrative
\nAgent as provided in paragraph (b); and<\/p>\n

(d) if to any other Lender, including, without limitation, any LC Issuer or
\nSwingline Lender, to it at its address (or telecopy number) set forth in its
\nAdministrative Questionnaire.<\/p>\n

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

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

57<\/p>\n

\n

(b) Neither this Agreement nor any provision hereof may be waived, amended or
\nmodified except pursuant to an agreement or agreements in writing entered into
\nby the Borrower and the Required Lenders or by the Borrower and the
\nAdministrative Agent with the consent of the Required Lenders; provided<\/u>
\nthat the consent of all affected Lenders will be required with respect to (i)
\nreductions in the unpaid principal amount or extensions of the scheduled date
\nfor the payment of principal of any Loan or Reimbursement Obligation, (ii)
\nreductions in interest rates or fees or extensions of the dates for payment
\nthereof, (iii) increases in the amounts or extensions of the expiry date of the
\nLenders153 Commitments, including any commitment to issue Facility LCs
\n(provided<\/u>, however<\/u>, that an increase in the aggregate amount of
\nthe Commitments pursuant to Section 2.24 shall be governed by the requirements
\nof such Section and not the consent requirements of this Section;
\nprovided<\/u>, further<\/u>, that any amendment or modification of Section
\n2.24 shall require the consent of all of the Lenders), and the consent of 100%
\nof the Lenders will be required with respect to (x) changes to Section 2.13(b)
\nor (c) that would alter the pro rata sharing of payments required thereby or to
\nthe last sentence of Section 2.08(c) which would alter the pro rata reduction of
\nCommitments thereby, or (y) changes to any of the provisions of this Section or
\nthe definition of “Required Lenders” or any other provision hereof specifying
\nthe number or percentage of Lenders required to waive, amend or modify any
\nrights hereunder or make any determination or grant any consent hereunder;
\nprovided further<\/u> that no such agreement shall amend, modify or otherwise
\naffect the rights or duties of the Administrative Agent, any Swingline Lender or
\nany LC Issuer hereunder without the prior written consent of the Administrative
\nAgent, such Swingline Lender or such LC Issuer, as the case may be.
\nNotwithstanding the foregoing, any provision of this Agreement may be amended by
\nan agreement in writing entered into by the Borrower, the Required Lenders and
\nthe Administrative Agent if (i) by the terms of such agreement the Commitment of
\neach Lender not consenting to the amendment provided for therein shall terminate
\nupon the effectiveness of such amendment and (ii) at the time such amendment
\nbecomes effective, each Lender not consenting thereto receives payment in full
\nof the principal of and interest accrued on each Loan made by it and all other
\namounts owing to it or accrued for its account under this Agreement, including,
\nwithout limitation, amounts owing in connection with Facility LCs issued by such
\nLender or in which such Lender has participated. Notwithstanding anything to the
\ncontrary herein, no Defaulting Lender shall have any right to approve or
\ndisapprove any amendment, waiver or consent hereunder (and any amendment, waiver
\nor consent which by its terms requires the consent of all Lenders or each
\naffected Lender may be effected with the consent of the applicable Lenders other
\nthan Defaulting Lenders), except that (x) the Commitment of any Defaulting
\nLender may not be increased or extended without the consent of such Lender and
\n(y) any waiver, amendment or modification requiring the consent of all Lenders
\nor each affected Lender that by its terms affects any Defaulting Lender
\ndisproportionately adversely relative to other affected Lenders shall require
\nthe consent of such Defaulting Lender.<\/p>\n

SECTION 8.03. Expenses; Indemnity; Damage Waiver<\/u>.<\/p>\n

(a) Subject to the terms of the Administrative Agent Fee Letter and the
\nArranger Fee Letters, the Borrower shall pay (i) all reasonable and documented
\nout-of-pocket expenses incurred by the Administrative Agent, the Syndication
\nAgent, the Arrangers and their Affiliates associated with the arrangement,
\nsyndication and administration of the credit facilities provided for herein and
\nthe preparation, execution, delivery and administration of the credit
\ndocumentation and any amendment, modification or waiver with respect thereto,
\nincluding the reasonable fees, charges and disbursements of one primary legal
\ncounsel for the Administrative Agent and one local counsel in each relevant
\njurisdiction for the Administrative Agent (whether or not the transactions
\ncontemplated hereby or thereby shall be consummated) and (ii) all reasonable and
\ndocumented out-of-pocket expenses incurred by the Administrative Agent, the
\nSyndication Agent or any Lender, including the fees, charges and disbursements
\nof one primary legal counsel for the Administrative Agent and one local counsel
\nin each relevant jurisdiction for the Administrative Agent and one additional
\ncounsel for all Lenders other than the Administrative Agent and additional
\ncounsel in light of actual or potential conflicts of interest or the
\navailability of different claims or defenses, in connection with the enforcement
\nor protection of its rights in connection with this Agreement or in connection
\nwith the Loans made hereunder, including all such out-of-pocket expenses
\nincurred during any workout, restructuring or negotiations in respect of such
\nLoans.<\/p>\n

58<\/p>\n

\n

(b) The Borrower shall indemnify the Administrative Agent, the Syndication
\nAgent and each Lender, and each Related Party of any of the foregoing Persons
\n(each such Person being called an “Indemnitee<\/u>“) against, and hold each
\nIndemnitee harmless from, any and all losses, claims, damages, liabilities,
\ncosts and expenses incurred by or asserted against any Indemnitee arising out
\nof, in connection with, or as a result of (i) the execution or delivery of this
\nAgreement or any agreement or instrument contemplated hereby, the performance by
\nthe parties hereto of their respective obligations hereunder or the consummation
\nof the transactions contemplated hereby, (ii) any Loan or the use of the
\nproceeds therefrom, or (iii) any actual or prospective claim, litigation,
\ninvestigation or proceeding relating to any of the foregoing, whether based on
\ncontract, tort or any other theory and regardless of whether any Indemnitee is a
\nparty thereto; provided<\/u> that such indemnity shall not, as to any
\nIndemnitee, be available (a) to the extent that such losses, claims, damages,
\nliabilities, costs or related expenses resulted from the gross negligence or
\nwillful misconduct of such Indemnitee or from the Indemnitee153s material breach
\nof its obligations under this Agreement pursuant to a claim initiated by the
\nBorrower, in each case as determined by a court of competent jurisdiction by
\nfinal and nonappealable judgment or (b) for any special, indirect, consequential
\nor punitive damages (as opposed to direct or indirect damages), except with
\nrespect to any such damages incurred or paid by an Indemnitee to a third party
\nto the extent required to be indemnified by the Borrower pursuant to this
\nSection 8.03(b).<\/p>\n

(c) To the extent that the Borrower fails to pay any amount required to be
\npaid by it to the Administrative Agent, the Syndication Agent, any Swingline
\nLender or any LC Issuer under paragraph (a) or (b) of this Section, each Lender
\nseverally agrees to pay to the Administrative Agent, the Syndication Agent, such
\nSwingline Lender or such LC Issuer, as the case may be, such Lender153s Applicable
\nPercentage (determined as of the time that the applicable unreimbursed expense
\nor indemnity payment is sought) of such unpaid amount; provided<\/u> that the
\nunreimbursed expense or indemnified loss, claim, damage, liability or related
\nexpense, as the case may be, was incurred by or asserted against the
\nAdministrative Agent, the Syndication Agent, such Swingline Lender or such LC
\nIssuer in its capacity as such.<\/p>\n

(d) All amounts due under this Section shall be payable promptly upon
\npresentation of a written statement setting forth in reasonable detail such
\nrequest for reimbursement.<\/p>\n

(e) To the fullest extent permitted by applicable law, no party hereto shall
\nassert, and each party hereto hereby waives, and acknowledges that no party
\nhereto shall have, or make, any claim against any other party hereto, on any
\ntheory of liability, for special, indirect, consequential or punitive damages
\n(as opposed to direct or actual damages) arising out of, in connection with, or
\nas a result of, this Agreement, any other loan document or any agreement or
\ninstrument contemplated hereby, the transactions contemplated hereby or thereby,
\nany Loan or Facility LC or the use of the proceeds thereof (except with respect
\nto any such damages incurred or paid by an Indemnitee to a third party to the
\nextent required to be indemnified by the Borrower pursuant to Section 8.03(b)).
\nNo Indemnitee referred to in clause (b) above shall be liable for any damages
\narising from the use by unintended recipients of any information or other
\nmaterials distributed to such unintended recipients by such Indemnitee through
\ntelecommunications, electronic or other information transmission systems in
\nconnection with this Agreement or the other loan documents or the transactions
\ncontemplated hereby or thereby other than for direct or actual damages resulting
\nfrom the gross negligence or willful misconduct of such Indemnitee as determined
\nby a final and nonappealable judgment of a court of competent jurisdiction.<\/p>\n

59<\/p>\n

\n

SECTION 8.04. Successors and Assigns<\/u>. (a) The provisions of this
\nAgreement shall be binding upon and inure to the benefit of the parties hereto
\nand their respective successors and assigns permitted hereby, except that the
\nBorrower may not assign or otherwise transfer any of its rights or obligations
\nhereunder without the prior written consent of each Lender (and any attempted
\nassignment or transfer by the Borrower without such consent shall be null and
\nvoid). Nothing in this Agreement, expressed or implied, shall be construed to
\nconfer upon any Person (other than the parties hereto, their respective
\nsuccessors and assigns permitted hereby and, to the extent expressly
\ncontemplated hereby, the Related Parties of each of the Administrative Agent and
\nthe Lenders) any legal or equitable right, remedy or claim under or by reason of
\nthis Agreement.<\/p>\n

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

(c) The Administrative Agent, acting for this purpose as an agent of the
\nBorrower, shall maintain at one of its offices a copy of each Assignment and
\nAcceptance delivered to it and a register for the recordation of the names and
\naddresses of the Lenders, and the Commitment of, and principal amount of and
\ninterest on the Loans owing to, each Lender pursuant to the terms hereof from
\ntime to time (the “Register<\/u>“). The entries in the Register shall be
\nconclusive, and the Borrower, the Administrative Agent and the Lenders shall
\ntreat each Person whose name is recorded in the Register pursuant to the terms
\nhereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
\nnotice to the contrary. The Register shall be available for inspection by the
\nBorrower and any Lender, at any reasonable time and from time to time upon
\nreasonable prior notice. The Administrative Agent, when applicable, shall also
\nrecord in the Register the amount of Reimbursement Obligations owing to such
\nLender.<\/p>\n

60<\/p>\n

\n

(d) Upon its receipt of a duly completed Assignment and Acceptance executed
\nby an assigning Lender and an assignee, the assignee153s completed Administrative
\nQuestionnaire (unless the assignee shall already be a Lender hereunder), the
\nprocessing and recordation fee referred to in paragraph (b) of this Section and
\nany written consent to such assignment required by paragraph (b) of this
\nSection, the Administrative Agent shall accept such Assignment and Acceptance
\nand record the information contained therein in the Register. No assignment
\nshall be effective for purposes of this Agreement unless it has been recorded in
\nthe Register as provided in this paragraph.<\/p>\n

(e) Any Lender may, without the consent of the Borrower, the Administrative
\nAgent or any Swingline Lender, sell participations to one or more banks or other
\nentities (a “Participant<\/u>“) in all or a portion of such Lender153s rights
\nand obligations under this Agreement (including all or a portion of its
\nCommitment and the Loans and Reimbursement Obligations owing to it);
\nprovided<\/u> that (i) such Lender153s obligations under this Agreement shall
\nremain unchanged, (ii) such Lender shall remain solely responsible to the other
\nparties hereto for the performance of such obligations and (iii) the Borrower,
\nthe Administrative Agent and the other Lenders shall continue to deal solely and
\ndirectly with such Lender in connection with such Lender153s rights and
\nobligations under this Agreement. Any agreement or instrument pursuant to which
\na Lender sells such a participation shall provide that such Lender shall retain
\nthe sole right to enforce this Agreement and to approve any amendment,
\nmodification or waiver of any provision of this Agreement; provided<\/u> that
\nsuch agreement or instrument may provide that such Lender will not, without the
\nconsent of the Participant, agree to any amendment, modification or waiver
\ndescribed in the first proviso to Section 8.02(b) that affects such Participant.
\nSubject to paragraph (f) of this Section, the Borrower agrees that each
\nParticipant shall be entitled to the benefits of Section 2.14, 2.18 and 2.20
\nduring the time period for which such party is a Participant to the same extent
\nas if it were a Lender and had acquired its interest by assignment pursuant to
\nparagraph (b) of this Section, provided that no Participant shall be entitled to
\nany payment under Section 2.20 in respect of Taxes attributable to such
\nParticipant153s failure to deliver the documentation described in Section 2.20(f).
\nEach Lender that sells a participation shall, acting solely for this purpose as
\nan agent of the Borrower, maintain a register on which it enters the name and
\naddress of each Participant and the principal amounts (and stated interest) of
\neach Participant153s interest in the Commitments, Loans, Reimbursement Obligations
\nor other obligations under this Agreement (the “Participant Register<\/u>“);
\nprovided<\/u> that no Lender shall have any obligation to disclose all or any
\nportion of the Participant Register (including the identity of any Participant
\nor any information relating to a Participant153s interest in any Commitments,
\nLoans or its other obligations under this Agreement) to any Person except to the
\nextent that such disclosure is necessary to establish that such Commitment,
\nLoan, Reimbursement Obligation or other obligation is in registered form under
\nSection 5f.103-1(c) of the United States Treasury Regulations. The entries in
\nthe Participant Register shall be conclusive absent manifest error, and such
\nLender shall treat each Person whose name is recorded in the Participant
\nRegister as the owner of such participation for all purposes of this Agreement
\nnotwithstanding any notice to the contrary. For the avoidance of doubt, the
\nAdministrative Agent (in its capacity as Administrative Agent) shall have no
\nresponsibility for maintaining a Participant Register.<\/p>\n

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

(g) The Borrower authorizes each Lender to disclose to any Lender,
\nParticipant, any prospective Participant or any prospective assignee referred to
\nin paragraph (b) above (i) which is a commercial bank or an insurance company,
\nor a savings and loan association or company, any and all financial and other
\ninformation in such Lender153s possession from time to time; and (ii) which is not
\na commercial bank or an insurance company or a savings and loan association or
\ncompany, including, without limitation, to any direct, indirect, actual or
\nprospective counterparty (and its advisor) to any swap,<\/p>\n

61<\/p>\n

\n

derivative, or securitization transaction related to the obligations under
\nthis Agreement, (A) any and all public financial information and other public
\ninformation in such Lender153s possession from time to time; and (B) after receipt
\nof the written consent of the Borrower and receipt of a confidentiality
\nagreement in form and substance satisfactory to the Borrower and the
\nAdministrative Agent, executed by the person to receive such information, all
\nother financial and other information in such Lender153s possession from time to
\ntime which does not constitute public financial information and other public
\ninformation, as the case may be, concerning the Borrower and the Subsidiaries
\nwhich has been delivered to such Lender by the Borrower or the Administrative
\nAgent, or otherwise obtained by such Lender or the Administrative Agent,
\npursuant to this Agreement or which has been delivered to such Lender by the
\nBorrower or the Administrative Agent in connection with such Lender153s credit
\nevaluation of the Borrower prior to entering into this Agreement or any swap,
\nderivative, or securitization transaction related to the obligations under this
\nAgreement. As used in this paragraph, “public financial information and other
\npublic information” means all financial or other information regarding the
\nBorrower and the Subsidiaries, other than that which the Borrower designates in
\nwriting as being confidential at the time such information is delivered to any
\nLender or the Administrative Agent and is not generally available to the public
\nat such time; provided<\/u>, however<\/u>, such information shall: (i) cease
\nto be confidential when it becomes generally available to the public other than
\nas a result of a disclosure by such Lender153s or the Administrative Agent153s
\nrepresentatives; or (ii) cease to be confidential when it becomes available to
\nsuch Lender or the Administrative Agent on a non-confidential basis from a
\nsource other than the Borrower or one of the Borrower153s agents; or (iii) be
\ndeemed not to be confidential if such information was known to such Lender or
\nthe Administrative Agent on a non-confidential basis prior to the disclosure of
\nsuch information to such Lender or the Administrative Agent by the Borrower or
\nan agent of the Borrower; or (iv) cease to be confidential when required to be
\ndisclosed by law (including statute, rule, regulation or judicial process),
\nincluding, without limitation, to bank examiners and auditors and appropriate
\ngovernment examining authorities; provided further<\/u> that the
\nAdministrative Agent and any Lender may disclose such information (i) to its
\nAffiliates and to its Related Parties (it being understood that the Persons to
\nwhom such disclosure is made will be informed of the confidential nature of such
\nInformation and instructed to keep such Information confidential), (ii) to the
\nextent required or requested by any regulatory authority purporting to have
\njurisdiction over such Person or its Related Parties (including any
\nself-regulatory authority, such as the National Association of Insurance
\nCommissioners), (iii) in connection with the exercise of any remedies hereunder
\nor any action or proceeding relating to this Agreement or any other loan
\ndocument or the enforcement of rights hereunder or thereunder or (iv) on a
\nconfidential basis (x) to any rating agency in connection with rating the
\nBorrower or its Subsidiaries or the credit facilities provided hereunder or (y)
\nwith respect to this Agreement only, to the CUSIP Service Bureau or any similar
\nagency in connection with the issuance and monitoring of CUSIP numbers or other
\nmarket identifiers with respect to the credit facilities provided hereunder.\n<\/p>\n

(h) Any Lender may at any time pledge or assign a security interest in all or
\nany portion of its rights under this Agreement to secure obligations of such
\nLender to a Federal Reserve Bank, and this Section shall not apply to any such
\npledge or assignment of a security interest; provided<\/u> that no such pledge
\nor assignment of a security interest shall release a Lender from any of its
\nobligations hereunder or substitute any such pledgee or assignee for such Lender
\nas a party hereto.<\/p>\n

(i) Notwithstanding anything to the contrary contained herein, if at any time
\nany LC Issuer or Swingline Lender assigns all of its Commitment and Loans
\npursuant to subsection (b) above, such Lender may, (i) upon 30 days153 notice to
\nthe Borrower and the Lenders, resign as an LC Issuer and\/or (ii) upon 30 days153
\nnotice to the Borrower, resign as a Swingline Lender. In the event of any such
\nresignation as an LC Issuer or a Swingline Lender, the Borrower shall be
\nentitled to appoint from among the Lenders a successor LC Issuer or Swingline
\nLender hereunder; provided<\/u>, however<\/u>, that no failure by the
\nBorrower to appoint any such successor shall affect the resignation of such
\nLender as an LC Issuer or a Swingline Lender, as the case may be. If any Lender
\nresigns as an LC Issuer, it shall retain all the<\/p>\n

62<\/p>\n

\n

rights, powers, privileges and duties of an LC Issuer hereunder with respect
\nto all Facility LCs outstanding as of the effective date of its resignation as
\nan LC Issuer and all LC Obligations with respect thereto (including the right to
\nrequire the Lenders to make Loans or fund risk participations pursuant to
\nSection 2.22(e)). If any Lender resigns as a Swingline Lender, it shall retain
\nall the rights of a Swingline Lender provided for hereunder with respect to
\nSwingline Loans made by it and outstanding as of the effective date of such
\nresignation, including the right to require the Lenders to make Loans or fund
\nrisk participations in outstanding Swingline Loans pursuant to Section 2.05(c).
\nUpon the appointment of a successor LC Issuer and\/or Swingline Lender, (a) such
\nsuccessor shall succeed to and become vested with all of the rights, powers,
\nprivileges and duties of the retiring LC Issuer or Swingline Lender, as the case
\nmay be, and (b) the successor LC Issuer shall issue letters of credit in
\nsubstitution for the Facility LCs issued by such resigning LC Issuer, if any,
\noutstanding at the time of such succession or make other arrangements
\nsatisfactory to the resigning LC Issuer to effectively assume the obligations of
\nsuch Lender with respect to such Facility LCs.<\/p>\n

(j) No assignment permitted by this Section 8.04 shall be made (i) to the
\nBorrower or any of the Borrower153s Affiliates or Subsidiaries, (ii) to any
\nDefaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a
\nLender hereunder, would constitute any of the foregoing Persons described in
\nthis clause (ii), or (iii) to a natural Person.<\/p>\n

SECTION 8.05. Survival<\/u>. All representations and warranties made by the
\nBorrower herein shall survive the execution and delivery of this Agreement, the
\nmaking of any Loans and the issuance of any Facility LC, regardless of any
\ninvestigation made by any party hereto or on its behalf and notwithstanding that
\nthe Administrative Agent or any Lender may have had notice or knowledge of any
\nincorrect representation or warranty at the time any credit is extended
\nhereunder, and shall continue in full force and effect as long as any Facility
\nLC is outstanding and as long as the principal of or any accrued interest on any
\nLoan or any fee or any other amount payable under this Agreement is outstanding
\nand unpaid and so long as the Commitments have not expired or terminated. The
\nprovisions of Sections 2.14, 2.18, 2.20 and 8.03 and Article VII shall survive
\nand remain in full force and effect regardless of the consummation of the
\ntransactions contemplated hereby, the repayment of the Loans, the Reimbursement
\nObligations, and the Commitments or the termination of this Agreement or any
\nprovision hereof.<\/p>\n

SECTION 8.06. Counterparts; Integration; Signature Pages<\/u>. This
\nAgreement may be executed in counterparts (and by different parties hereto on
\ndifferent counterparts), each of which shall constitute an original, but all of
\nwhich when taken together shall constitute a single contract. This Agreement and
\nany separate letter agreements with respect to fees payable to the
\nAdministrative Agent constitute the entire contract among the parties relating
\nto the subject matter hereof and supersede any and all previous agreements and
\nunderstandings, oral or written, relating to the subject matter hereof. Delivery
\nof an executed counterpart of a signature page of this Agreement by telecopy or
\nother electronic transmission (e.g., “pdf” or “tif”) shall be effective as
\ndelivery of a manually executed counterpart of this Agreement.<\/p>\n

SECTION 8.07. Severability<\/u>. Whenever possible, each provision of this
\nAgreement, each Note and each Facility LC shall be interpreted in such manner as
\nto be effective and valid under such applicable law, however, any provision of
\nthis Agreement held to be invalid, illegal or unenforceable in any jurisdiction
\nshall, as to such jurisdiction, be ineffective to the extent of such invalidity,
\nillegality or unenforceability without affecting the validity, legality and
\nenforceability of the remaining provisions hereof; and the invalidity of a
\nparticular provision in a particular jurisdiction shall not invalidate such
\nprovision in any other jurisdiction.<\/p>\n

63<\/p>\n

\n

SECTION 8.08. Right of Setoff<\/u>. If an Event of Default shall have
\noccurred and be continuing, each Lender and each of its Affiliates is hereby
\nauthorized at any time and from time to time, to the fullest extent permitted by
\nlaw, to set off and apply any and all deposits (general or special, time or
\ndemand, provisional or final) at any time held and other obligations at any time
\nowing by such Lender or Affiliate to or for the credit or the account of the
\nBorrower against any and all of the obligations of the Borrower now or hereafter
\nexisting under this Agreement held by such Lender. The rights of each Lender
\nunder this Section are in addition to other rights and remedies which such
\nLender may have.<\/p>\n

SECTION 8.09. Governing Law; Jurisdiction; Consent to Service of
\nProcess<\/u>. (a) This Agreement shall be construed in accordance with and
\ngoverned by the law of the State of New York.<\/p>\n

(b) The Borrower hereby irrevocably and unconditionally submits, for itself
\nand its property, to the exclusive jurisdiction of the Supreme Court of the
\nState of New York sitting in New York County and of the United States District
\nCourt of the Southern District of New York sitting in the Borough of Manhattan,
\nand any appellate court from any thereof, in any action or proceeding arising
\nout of or relating to this Agreement or any loan document, or for recognition or
\nenforcement of any judgment, and each of the parties hereto hereby irrevocably
\nand unconditionally agrees that all claims in respect of any such action or
\nproceeding may be heard and determined in such New York State or, to the extent
\npermitted by law, in such Federal court. Each of the parties hereto agrees that
\na final judgment in any such action or proceeding shall be conclusive and may be
\nenforced in other jurisdictions by suit on the judgment or in any other manner
\nprovided by law. Nothing in this Agreement or any other loan document shall
\naffect any right that the Administrative Agent or any Lender may otherwise have
\nto bring any action or proceeding relating to this Agreement or any other loan
\ndocument against the Borrower or its properties in the courts of any
\njurisdiction.<\/p>\n

(c) Each party to this Agreement irrevocably consents to service of process
\nin the manner provided for notices in Section 8.01. Nothing in this Agreement
\nwill affect the right of any party to this Agreement to serve process in any
\nother manner permitted by law.<\/p>\n

SECTION 8.10. WAIVER OF JURY TRIAL<\/u>. EACH PARTY HERETO HEREBY WAIVES,
\nTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
\nTRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
\nRELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
\nBASED ON CONTRACT, TORT OR ANY OTHER THEORY).<\/p>\n

SECTION 8.11. Headings<\/u>. Article and Section headings and the Table of
\nContents used herein are for convenience of reference only, are not part of this
\nAgreement and shall not affect the construction of, or be taken into
\nconsideration in interpreting, this Agreement.<\/p>\n

SECTION 8.12. Interest Rate Limitation<\/u>. Notwithstanding anything
\nherein to the contrary, if at any time the interest rate or fee rate applicable
\nto any Loan or Facility LC, together with all fees, charges and other amounts
\nwhich are treated as interest on such Loan or Facility LC under applicable law
\n(collectively the “Charges<\/u>“), shall exceed the maximum lawful rate (the
\n“Maximum Rate<\/u>“) which may be contracted for, charged, taken, received or
\nreserved by the Lender holding such Loan or Facility LC in accordance with
\napplicable law, the rate of interest or fee rate payable in respect of such Loan
\nor Facility LC hereunder, together with all Charges payable in respect thereof,
\nshall be limited to the Maximum Rate.<\/p>\n

SECTION 8.13. Confirmations<\/u>. The Borrower and each Lender agree from
\ntime to time, upon written request received by it from the other, to confirm to
\nthe other in writing (with a copy of each such confirmation to the
\nAdministrative Agent) the aggregate unpaid principal amount of the Loans of such
\nLender. The Borrower and each LC Issuer agree from time to time, upon written
\nrequest received by it from the other, to confirm to the other in writing (with
\na copy of each such confirmation to the Administrative Agent) the stated amounts
\nof Facility LCs issued by such LC Issuer and the amount of any Reimbursement
\nObligation related thereto.<\/p>\n

64<\/p>\n

\n

SECTION 8.14. Action of Required Lenders<\/u>. As to any provision of this
\nAgreement under which action may be taken or approval, consent or waiver may be
\ngiven by the Required Lenders, the action taken or approval, consent or waiver
\ngiven by the Required Lenders shall be binding upon all of the Lenders to the
\nsame extent and with the same effect as if each Lender had joined therein.<\/p>\n

SECTION 8.15. No Advisory or Fiduciary Responsibility<\/u>. In connection
\nwith all aspects of each transaction contemplated hereby (including in
\nconnection with any amendment, waiver or other modification hereof or of any
\nother loan document), the Borrower acknowledges and agrees that: (i) (A) the
\narranging and other services regarding this Agreement provided by the Lenders
\nare arm153s-length commercial transactions between the Borrower and its
\nAffiliates, on the one hand, and the Lenders and their Affiliates, on the other
\nhand, (B) the Borrower has consulted its own legal, accounting, regulatory and
\ntax advisors to the extent it has deemed appropriate, and (C) the Borrower is
\ncapable of evaluating, and understands and accepts, the terms, risks and
\nconditions of the transactions contemplated hereby and by the other loan
\ndocuments; (ii) (A) each of the Lenders and their Affiliates is and has been
\nacting solely as a principal and, except as expressly agreed in writing by the
\nrelevant parties, has not been, is not, and will not be acting as an advisor,
\nagent or fiduciary for the Borrower or any of its Affiliates, or any other
\nPerson and (B) no Lender or any of its Affiliates has any obligation to the
\nBorrower or any of its Affiliates with respect to the transactions contemplated
\nhereby except, in the case of a Lender, those obligations expressly set forth
\nherein and in the other loan documents; and (iii) each of the Lenders and their
\nrespective Affiliates may be engaged in a broad range of transactions that
\ninvolve interests that differ from those of the Borrower and its Affiliates, and
\nno Lender or any of its Affiliates has any obligation to disclose any of such
\ninterests to the Borrower or its Affiliates. To the fullest extent permitted by
\nlaw, the Borrower hereby waives and releases any claims that it may have against
\neach of the Lenders and their Affiliates with respect to any breach or alleged
\nbreach of agency or fiduciary duty in connection with any aspect of any
\ntransaction contemplated hereby.<\/p>\n

ARTICLE IX<\/p>\n

USA PATRIOT Act Notification <\/u><\/p>\n

The following notification is provided to the Borrower pursuant to Section
\n326 of the USA PATRIOT Act of 2001, 31 U.S.C. Section 5318 (the “Patriot
\nAct<\/u>“):<\/p>\n

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the
\ngovernment of the United States of America fight the funding of terrorism and
\nmoney laundering activities, Federal law requires all financial institutions to
\nobtain, verify, and record information that identifies each Person that opens an
\naccount, including any deposit account, treasury management account, loan, other
\nextension of credit, or other financial services product. Accordingly, when the
\nBorrower opens an account, the Administrative Agent and the Lenders will ask for
\nthe Borrower153s name, tax identification number, business address, and other
\ninformation that will allow the Administrative Agent and the Lenders to identify
\nthe Borrower. The Administrative Agent and the Lenders may also ask to see the
\nBorrower153s legal organizational documents or other identifying documents.<\/p>\n

The remainder of this page is intentionally blank.<\/p>\n

65<\/p>\n

\n

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
\nexecuted by their respective authorized signatories as of the day and year first
\nabove written.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SARA LEE CORPORATION, as the Borrower<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Mitch Marcus<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Mitch Marcus<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to <\/em><\/p>\n

Five-Year Revolving Credit Facility Agreement <\/em><\/p>\n

Sara Lee Corporation <\/em><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

BANK OF AMERICA, N.A., as Administrative<\/p>\n<\/td>\n<\/tr>\n

\n

Agent, as an LC Issuer, as a Swingline Lender<\/p>\n

and individually as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ David L. Catheral<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

David L. Catherall<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to <\/em><\/p>\n

Five-Year Revolving Credit Facility Agreement <\/em><\/p>\n

Sara Lee Corporation <\/em><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

JPMORGAN CHASE BANK, N.A., as<\/p>\n<\/td>\n<\/tr>\n

\n

Syndication Agent, as an LC Issuer, as a<\/p>\n<\/td>\n<\/tr>\n

\n

Swingline Lender and individually as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Brendan Korb<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Brendan Korb<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to <\/em><\/p>\n

Five-Year Revolving Credit Facility Agreement <\/em><\/p>\n

Sara Lee Corporation <\/em><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

U.S. BANK NATIONAL ASSOCIATION<\/p>\n<\/td>\n<\/tr>\n

\n

as a Co-Documentation Agent, as a Swingline<\/p>\n<\/td>\n<\/tr>\n

\n

Lender and individually as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Navneet Khanna<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Navneet Khanna<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to <\/em><\/p>\n

Five-Year Revolving Credit Facility Agreement <\/em><\/p>\n

Sara Lee Corporation <\/em><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

WELLS FARGO BANK, NATIONAL<\/p>\n<\/td>\n<\/tr>\n

\n

ASSOCIATION, as a Co-Documentation Agent,<\/p>\n

as an LC Issuer, as a Swingline Lender and<\/p>\n

individually as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Charles W. Reed<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Charles W. Reed<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to <\/em><\/p>\n

Five-Year Revolving Credit Facility Agreement <\/em><\/p>\n

Sara Lee Corporation <\/em><\/p>\n

\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

GOLDMAN SACHS BANK USA, as a Co-Agent and individually as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Mark Walton<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Mark Walton<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to <\/em><\/p>\n

Five-Year Revolving Credit Facility Agreement <\/em><\/p>\n

Sara Lee Corporation <\/em><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

LLOYDS TSB BANK PLC, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Dennis McClellan<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Dennis McClellan<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Assistant Vice President : M040<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Julia R. Franklin<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Julia R. Franklin<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President : F014<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to <\/em><\/p>\n

Five-Year Revolving Credit Facility Agreement <\/em><\/p>\n

Sara Lee Corporation <\/em><\/p>\n

\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

LLOYDS SECURITIES INC., as a Co-Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Craig Meisner<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Craig Meisner<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to <\/em><\/p>\n

Five-Year Revolving Credit Facility Agreement <\/em><\/p>\n

Sara Lee Corporation <\/em><\/p>\n

\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

MORGAN STANLEY BANK, NA., as a Co-Agent and individually as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Michael King<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Michael King<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to <\/em><\/p>\n

Five-Year Revolving Credit Facility Agreement <\/em><\/p>\n

Sara Lee Corporation <\/em><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”,
\nNEW YORK BRANCH, as a<\/p>\n<\/td>\n<\/tr>\n

\n

Co-Agent and individually as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Brett Delfino<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Brett Delfino<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Executive Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ James Purky<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

James Purky<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to <\/em><\/p>\n

Five-Year Revolving Credit Facility Agreement <\/em><\/p>\n

Sara Lee Corporation <\/em><\/p>\n

\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

RBS CITIZENS, N.A., as a Co-Agent and individually as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Jeffrey P. Huening<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Jeffrey P. Huening<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to <\/em><\/p>\n

Five-Year Revolving Credit Facility Agreement <\/em><\/p>\n

Sara Lee Corporation <\/em><\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ROYAL BANK OF CANADA, as a Co-Agent<\/p>\n

and individually as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ John Flores<\/p>\n<\/td>\n<\/tr>\n

\n

Name: John Flores<\/p>\n<\/td>\n<\/tr>\n

\n

Title: Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to <\/em><\/p>\n

Five-Year Revolving Credit Facility Agreement <\/em><\/p>\n

Sara Lee Corporation <\/em><\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Co-Agent and individually as a
\nLender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Christine Howatt<\/p>\n<\/td>\n<\/tr>\n

\n

Name: Christine Howatt<\/p>\n<\/td>\n<\/tr>\n

\n

Title: Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to <\/em><\/p>\n

Five-Year Revolving Credit Facility Agreement <\/em><\/p>\n

Sara Lee Corporation <\/em><\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

COBANK, ACB, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Michael Tousignant<\/p>\n<\/td>\n<\/tr>\n

\n

Name: Michael Tousignant<\/p>\n<\/td>\n<\/tr>\n

\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to <\/em><\/p>\n

Five-Year Revolving Credit Facility Agreement <\/em><\/p>\n

Sara Lee Corporation <\/em><\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE NORTHERN TRUST COMPANY, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ John Lascody<\/p>\n<\/td>\n<\/tr>\n

\n

Name: John Lascody<\/p>\n<\/td>\n<\/tr>\n

\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to <\/em><\/p>\n

Five-Year Revolving Credit Facility Agreement <\/em><\/p>\n

Sara Lee Corporation <\/em><\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

AGFIRST FARM CREDIT BANK, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Neda K. Beal<\/p>\n<\/td>\n<\/tr>\n

\n

Name: Neda K. Beal<\/p>\n<\/td>\n<\/tr>\n

\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to <\/em><\/p>\n

Five-Year Revolving Credit Facility Agreement <\/em><\/p>\n

Sara Lee Corporation <\/em><\/p>\n

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